UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2022
CATERPILLAR INC.
(Exact name of registrant as specified in its charter)
Delaware 1-768 37-0602744
(State or other jurisdiction of (Commission File (I.R.S Employer Identification No.)
incorporation) Number)
5205 N. O'Connor Boulevard Suite 100, Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 891-7700
Former name or former address, if changed since last report: N/A
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange which registered
Common Stock ($1.00 par value) CAT The New York Stock Exchange
8% Debentures due February 15, 2023 CAT23 The New York Stock Exchange
5.3% Debentures due September 15, 2035 CAT35 The New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of
1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ☐
Act.
Item 1.01 Entry into a Material Definitive Agreement

Creation of Revolving Credit Facilities

On September 1, 2022, Caterpillar Inc. (“Caterpillar”) entered into a Credit Agreement (the “364-Day Facility”) among Caterpillar,
Caterpillar Financial Services Corporation (“Cat Financial”), Caterpillar International Finance Designated Activity Company
(“CIF”) and Caterpillar Finance Kabushiki Kaisha (“CFKK” and, together with Caterpillar, Cat Financial and CIF, the “Borrowers”),
certain financial institutions named therein (the “Banks”), Citibank, N.A. (the “Agent”), Citibank Europe PLC, UK Branch (the
“Local Currency Agent”), and MUFG Bank, Ltd. (the “Japan Local Currency Agent”), which provides an unsecured revolving
credit facility to the Borrowers in an aggregate amount of up to $3.15 billion (the “364-Day Aggregate Commitment”) that expires
on August 31, 2023. In addition, on September 1, 2022, Cat Financial, CIF, Local Currency Banks (as defined in the 364-Day
Facility), the Agent and the Local Currency Agent, entered into a Local Currency Addendum that enables CIF to borrow in certain
approved currencies including Pounds Sterling and Euros in an aggregate amount up to the equivalent of $100 million, and Cat
Financial, CFKK, the Japan Local Currency Banks (as defined in the 364-Day Facility), the Agent and the Japan Local Currency
Agent entered into a Japan Local Currency Addendum that enables CFKK to borrow Japanese Yen in an aggregate amount up
to the equivalent of $100 million, as part of the 364-Day Aggregate Commitment. The 364-Day Facility replaces Caterpillar’s prior
364-Day Facility, which was entered into on September 2, 2021.

Amendments to and Extensions of Existing Credit Agreements

On September 1, 2022, Caterpillar entered into (i) a Third Amended and Restated Credit Agreement (Three-Year Facility), Local
Currency Addendum and Japan Local Currency Addendum, each dated September 1, 2022 (collectively, the “Three-Year Facility
Agreement”), which amended and restated the Second Amended and Restated Credit Agreement (Three-Year Facility) dated
September 5, 2019 and the related Local Currency Addendum and Japan Local Currency Addendum (collectively, the “2019
Three-Year Facility”) and (ii) a Third Amended and Restated Credit Agreement (Five-Year Facility), Local Currency Addendum
and Japan Local Currency Addendum, each dated September 1, 2022 (collectively, the “Five-Year Facility Agreement”, and
together with the Three-Year Facility Agreement and the 364-Day Facility, the “Credit Facilities”), which amended and restated
the Second Amended and Restated Five-Year Credit Agreement (Five-Year Facility) dated September 5, 2019 and the related
Local Currency Addendum and Japan Local Currency Addendum (collectively, the “2019 Five-Year Facility”).

The Three-Year Facility Agreement, among other things, extends the expiration date of the 2019 Three-Year Facility to August
29, 2025, and the Five-Year Facility Agreement, among other things, extends the expiration date of the 2019 Five-Year Facility to
September 1, 2027.

The Credit Facilities are available for general corporate purposes. As of the date hereof, the Borrowers have not drawn on the
Credit Facilities.

The Credit Facilities contain certain representations and warranties, covenants and events of default, including financial
covenants. Under the Credit Facilities, Caterpillar is required to maintain consolidated net worth not less than $9 billion at all
times. Caterpillar’s consolidated net worth is defined as the consolidated stockholder’s equity including preferred stock but
excluding the pension and other post-retirement benefits balance within Accumulated other comprehensive income (loss). Cat
Financial is required to maintain an interest coverage ratio above 1.15 to 1, where the interest coverage ratio is defined as the
ratio of (1) profit excluding income taxes, interest expense and net gain/(loss) from interest rate derivatives to (2) interest
expense, calculated at the end of each calendar quarter for the rolling four quarter period then most recently ended. Cat
Financial is also required to maintain a leverage ratio (consolidated debt to consolidated net worth) not greater than 10.0 to 1,
calculated (1) on a monthly basis as the average of the leverage ratios determined on the last day of each of the six preceding
calendar months and (2) on each December 31. Drawings under the Credit Facilities are also subject to conditions precedent
and the payment of certain facility fees.

Certain of the lenders and agents party to the Credit Facilities, as well as certain of their respective affiliates, have performed,
and may in the future perform, for Caterpillar and its subsidiaries, various commercial banking, investment banking, underwriting
and other financial advisory services, for which they have received and may in the future receive customary fees and expenses.

The foregoing description is qualified in its entirety by the terms and provisions of the (i) 364-Day Facility and the Local Currency
Addendum and Japan Local Currency Addendum thereto; (ii) the Three-Year Facility Agreement and the Local Currency
Addendum and Japan Local Currency Addendum thereto; and (iii) the Five-Year Facility Agreement and the Local Currency
Addendum and Japan Local Currency Addendum thereto, which are filed as exhibits to this report, and incorporated herein by
reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth under Item 1.01 of this report is hereby incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits:


Exhibit
Number Description

10.1 364-Day Credit Agreement
10.2 Local Currency Addendum to the 364-Day Credit Agreement
10.3 Japan Local Currency Addendum to the 364-Day Credit Agreement
10.4 Third Amended and Restated Credit Agreement (Three-Year Facility)
10.5 Local Currency Addendum to the Third Amended and Restated Credit Agreement (Three-Year Facility)
10.6 Japan Local Currency Addendum to the Third Amended and Restated Credit Agreement (Three-Year
Facility)
10.7 Third Amended and Restated Credit Agreement (Five-Year Facility)
10.8 Local Currency Addendum to the Third Amended and Restated Credit Agreement (Five-Year Facility)
10.9 Japan Local Currency Addendum to the Third Amended and Restated Credit Agreement (Five-Year
Facility)
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


CATERPILLAR INC.



September 6, 2022 By: /s/ Suzette M. Long
Suzette M. Long
Chief Legal Officer and General Counsel
EXHIBIT 10.1


CREDIT AGREEMENT
(2022 364-Day Facility)

Dated as of September 1, 2022

among

CATERPILLAR INC.,

CATERPILLAR FINANCIAL SERVICES CORPORATION,

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY,

and

CATERPILLAR FINANCE KABUSHIKI KAISHA,

as Borrowers

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Banks

CITIBANK, N.A.,

as Agent,

CITIBANK EUROPE PLC, UK BRANCH,

as Local Currency Agent

MUFG BANK, LTD.,

as Japan Local Currency Agent

CITIBANK, N.A., BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC, MUFG BANK, LTD., and SOCIÉTÉ GÉNÉRALE

as Joint Lead Arrangers
and Joint Bookrunners
TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ......................................... 1
SECTION 1.01. Certain Defined Terms ..................................................................... 1
SECTION 1.02. Computation of Time Periods .......................................................... 29
SECTION 1.03. Accounting Terms ............................................................................ 29
SECTION 1.04. Rates. ................................................................................................ 29
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES .................................... 30
SECTION 2.01. The Revolving Credit Advances; Allocation of Commitments. ...... 30
SECTION 2.02. Making the Revolving Credit Advances. ......................................... 31
SECTION 2.03. Voluntary Conversion or Continuation of Term Loan Advances. ... 34
SECTION 2.04. Fees .................................................................................................. 40
SECTION 2.05. Reduction of the Commitments; Bank Additions ............................ 41
SECTION 2.06. Repayment of Advances .................................................................. 43
SECTION 2.07. Interest on Advances ........................................................................ 43
SECTION 2.08. Interest Rate Determination ............................................................. 44
SECTION 2.09. Prepayments of Advances ................................................................ 44
SECTION 2.10. Increased Costs; Capital Adequacy; Illegality ................................. 45
SECTION 2.11. Payments and Computations. ........................................................... 48
SECTION 2.12. Taxes ................................................................................................ 49
SECTION 2.13. Sharing of Payments, Etc ................................................................. 51
SECTION 2.14. Tax Forms ........................................................................................ 51
SECTION 2.15. Market Disruption; Denomination of Amounts in Dollars. ............. 52
SECTION 2.16. Extensions of the Commitments. ..................................................... 55
SECTION 2.17. Term Loan Election ......................................................................... 56
SECTION 2.18. Defaulting Banks ............................................................................. 57
SECTION 2.19. Funding Vehicle ............................................................................... 58
ARTICLE III CONDITIONS OF LENDING .................................................................... 58
SECTION 3.01. Conditions Precedent to Initial Advances ........................................ 58
SECTION 3.02. Conditions Precedent to Each Borrowing ........................................ 59
SECTION 3.03. Conditions Precedent to Certain Borrowings................................... 60
ARTICLE IV REPRESENTATIONS AND WARRANTIES............................................ 60
SECTION 4.01. Representations and Warranties of the Borrowers........................... 60
SECTION 4.02. Additional Representations and Warranties of CFSC, CIF and
CFKK. .................................................................................................................................. 63
ARTICLE V COVENANTS OF THE BORROWERS..................................................... 63
SECTION 5.01. Affirmative Covenants ..................................................................... 63
SECTION 5.02. Negative Covenants ......................................................................... 67
SECTION 5.03. Financial Covenant of Caterpillar .................................................... 68
SECTION 5.04. Financial and Other Covenants of CFSC ......................................... 68
ARTICLE VI EVENTS OF DEFAULT ............................................................................. 68
-i-
TABLE OF CONTENTS
(continued)
Page

SECTION 6.01. Events of Default ............................................................................. 68
ARTICLE VII AGENCY ..................................................................................................... 72
SECTION 7.01. Appointment and Authority ............................................................. 72
SECTION 7.02. Agent Individually ........................................................................... 72
SECTION 7.03. Duties of Agent; Exculpatory Provisions......................................... 73
SECTION 7.04. Reliance by Agent ............................................................................ 74
SECTION 7.05. Delegation of Duties ........................................................................ 75
SECTION 7.06. Resignation or Removal of Agent.................................................... 75
SECTION 7.07. Non-Reliance on Agents and Other Banks ...................................... 76
SECTION 7.08. No Other Duties, etc......................................................................... 77
SECTION 7.09. Indemnification ................................................................................ 78
SECTION 7.10. Bank ERISA Matters ....................................................................... 78
SECTION 7.11. Erroneous Payments......................................................................... 80
ARTICLE VIII MISCELLANEOUS ........................................................................ 83
SECTION 8.01. Amendments, Etc. ............................................................................ 83
SECTION 8.02. Notices; Communications, Etc......................................................... 84
SECTION 8.03. No Waiver; Remedies ...................................................................... 87
SECTION 8.04. Costs, Expenses and Taxes .............................................................. 87
SECTION 8.05. Right of Set-off ................................................................................ 89
SECTION 8.06. Binding Effect .................................................................................. 89
SECTION 8.07. Assignments and Participations. ...................................................... 89
SECTION 8.08. Governing Law; Submission to Jurisdiction; Service of Process. ... 92
SECTION 8.09. Caterpillar as Agent for the Borrowers ............................................ 93
SECTION 8.10. Judgment Currency .......................................................................... 93
SECTION 8.11. Execution in Counterparts................................................................ 93
SECTION 8.12. Waiver of Jury Trial ......................................................................... 94
SECTION 8.13. USA Patriot Act Notification ........................................................... 94
SECTION 8.14. Confidentiality ................................................................................. 94
SECTION 8.15. Treatment of Information ................................................................. 96
SECTION 8.16. Termination of Prior Agreement ...................................................... 97
SECTION 8.17. No Fiduciary Duty ........................................................................... 98
SECTION 8.18. Arrangers.......................................................................................... 98
SECTION 8.19. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions............................................................................................................................ 98
ARTICLE IX CFSC GUARANTY .................................................................................... 99
SECTION 9.01. The Guaranty ................................................................................... 99
SECTION 9.02. Guaranty Unconditional ................................................................... 99
SECTION 9.03. Discharge Only Upon Payment In Full; Reinstatement in Certain
Circumstances ...................................................................................................................... 100

-ii-
TABLE OF CONTENTS
(continued)
Page

SECTION 9.04. Waiver by CFSC .............................................................................. 100
SECTION 9.05. Subrogation ...................................................................................... 100
SECTION 9.06. Stay of Acceleration ......................................................................... 101




-iii-
SCHEDULES

Schedule I Commitments

Schedule II Commitment Fee and Applicable Margin Table

EXHIBITS

Exhibit A Form of Note

Exhibit B-1 Form of Notice of Revolving Credit Borrowing

Exhibit B-2 Form of Notice of Local Currency Borrowing

Exhibit B-3 Form of Notice of Japan Local Currency Borrowing

Exhibit B-4 Form of Notice of Allocation

Exhibit B-5 Form of Notice of Bank Addition

Exhibit C-1 Form of Assignment and Acceptance

Exhibit C-2 Form of Assumption and Acceptance

Exhibit D Form of Opinion of Counsel for each of Caterpillar and CFSC

Exhibit E [Reserved]

Exhibit F-1 Form of Compliance Certificate (Caterpillar)

Exhibit F-2 Form of Compliance Certificate (CFSC)

Exhibit G-1 Form of Local Currency Addendum

Exhibit G-2 Form of Japan Local Currency Addendum
CREDIT AGREEMENT
(2022 364-Day Facility)

Dated as of September 1, 2022

Caterpillar Inc., a Delaware corporation (“Caterpillar”), Caterpillar Financial
Services Corporation, a Delaware corporation (“CFSC”), Caterpillar International Finance
Designated Activity Company, a designated activity company organized under the laws of
Ireland (“CIF”), Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of
Japan (“CFKK”), the financial institutions listed on the signature pages hereof and those
financial institutions that become “Added Banks” pursuant to Section 2.05(c), in each case
together with their respective successors and assigns (the “Banks”), Citibank, N.A. (“Citibank”),
as agent (the “Agent”) for the Banks hereunder, Citibank Europe plc, UK Branch (formerly
known as Citibank International Limited), as the Local Currency Agent, and MUFG Bank, Ltd.,
as the Japan Local Currency Agent, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

“Accumulated Other Comprehensive Income” means (i) with respect to
Caterpillar, on any date of determination, the accumulated other comprehensive income(loss)
balance as presented in Caterpillar’s financial statements compiled in accordance with generally
accepted accounting principles, and (ii) with respect to CFSC, on any date of determination, the
aggregate amount, as such amount appears in CFSC’s financial statements, compiled in
accordance with generally accepted accounting principles, of (x) CFSC’s translation adjustments
related to its foreign currency transactions, (y) adjustments to the market value of CFSC’s
derivative instruments and (z) adjustments to the market value of CFSC’s retained interests in
securitized receivables.

“Activities” has the meaning specified in Section 7.02(b).
“Added Bank” means any Bank which becomes a Bank hereunder, or whose
Commitment is increased (to the extent of such increase), pursuant to an Assumption and
Acceptance as provided in Section 2.05(c).

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per
annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment;
provided, that if Adjusted Term SOFR as so determined shall ever be less than the Floor,
Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Agent.

“Advance” means a Revolving Credit Advance, a Local Currency Advance, a
Japan Local Currency Advance or a Term Loan Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b)
any UK Financial Institution.
-2-
“Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

“Agent’s Group” has the meaning specified in Section 7.02(b).

“Agreed Currencies” means (i) Dollars, (ii) so long as such currency remains an
Eligible Currency, Pounds Sterling and Euro, and (iii) any other Eligible Currency which the
Borrowers request the Agent to include as an Agreed Currency hereunder and which is
acceptable to each Bank with a Revolving Credit Commitment; provided, that the Agent shall
promptly notify each Bank of each such request and each such Bank shall be deemed not to have
agreed to each such request unless its written consent thereto has been received by the Agent
within five (5) Business Days from the date of such notification by the Agent to such Bank.

“Agreement” means this Credit Agreement (2022 364-Day Facility) as it may
from time to time be further amended, restated, supplemented or otherwise modified from time
to time.

“Allocated Commitment” has the meaning specified in Section 2.01(b).

“Allocation” has the meaning specified in Section 2.01(b).

“Allocation Percentage” means, with respect to Caterpillar or CFSC at any time,
such Borrower’s Allocation at such time divided by the Total Commitment at such time.

“Alternative Financial Information Service” means, with respect to an Agreed
Currency, a generally recognized financial information service (if any) selected by the Agent in
consultation with the Borrowers that reports interest settlement rates for deposits in such Agreed
Currency.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act
of 1977 and all applicable laws, rules, and regulations of any applicable jurisdiction concerning
or relating to bribery, corruption or money laundering.

“Applicable Lending Office” means, with respect to each Bank, such Bank’s
Domestic Lending Office in the case of a Base Rate Advance or a Term SOFR Advance, such
Bank’s Euro Lending Office in the case of a EURIBOR Rate Advance, such Bank’s RFR
Lending Office in the case of an RFR Advance, such Bank’s (or its Affiliate’s) office, branch or
agency, as specified by such Bank in the Local Currency Addendum, in the case of a Local
Currency Advance, and such Bank’s (or its Affiliate’s) office, branch or agency, as specified by
such Bank in the Japan Local Currency Addendum, in the case of a Japan Local Currency
Advance.

“Applicable Margin” means, from time to time, with respect to any Advance, the
percentages per annum set forth in Schedule II hereto based upon the then applicable Credit
Rating for the applicable Borrower and its corresponding Advance; provided that (a) if the
respective Credit Ratings for a Borrower issued by S&P and Moody’s differ by one level, then
the pricing Level for the higher of such Credit Ratings shall apply; (b) if there is a split in Credit
Ratings of more than one level, then the pricing Level that is one level lower than the pricing
Level of the higher Credit Rating shall apply; (c) if a Borrower has only one Credit Rating, the
pricing Level for such Credit Rating shall apply; and (d) if a Borrower does not have any Credit
Rating, pricing Level V shall apply. Each change in the Applicable Margin resulting from a
publicly announced change in the Credit Ratings shall be effective during the period
commencing on the date of the public announcement thereof and ending on the date immediately
-3-
preceding the effective date of the next such change. Credit spread adjustments, if any, in
respect of interest rate determinations appear in the definitions for such interest rates.

“Approved Electronic Communications” means each Communication that any
Borrower is obligated to, or otherwise chooses to, provide to the Agent pursuant to this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum or the
transactions contemplated herein or therein, including any financial statement, financial and
other report, notice, request, certificate and other information material; provided, however, that,
solely with respect to delivery of any such Communication by any Borrower to the Agent and
without limiting or otherwise affecting either the Agent’s right to effect delivery of such
Communication by posting such Communication to the Approved Electronic Platform or the
protections afforded hereby to the Agent in connection with any such posting, “Approved
Electronic Communication” shall exclude (i) any notice that relates to a request for an extension
of credit (including any election of an interest rate or Interest Period relating thereto), (ii) any
notice of Conversion, Redenomination or continuation, and any other notice, demand,
communication, information, document and other material relating to a request for a new, or a
Conversion, Redenomination or continuation of an existing, Advance, (iii) any notice pursuant to
Section 2.09 and any other notice relating to the payment of any principal or other amount due
under this Agreement prior to the scheduled date therefor, (iv) all notices of any Event of Default
or unmatured Event of Default, (v) any notice, demand, communication, information, document
and other material required to be delivered to satisfy any of the conditions set forth in Article III
or any other condition to any Advance or other extension of credit hereunder or any condition
precedent to the effectiveness of this Agreement and (vi) service of process.

“Approved Electronic Platform” has the meaning specified in Section 8.02(d).

“Arranger Fee Letter” means the Arranger Fee Letter, dated July 20, 2022, among
the Borrowers, Citibank, Barclays Bank PLC, MUFG Bank, Ltd., and Société Générale.

“Arrangers” means Citibank, BofA Securities, Inc., JPMorgan, Barclays Bank
PLC, MUFG Bank, Ltd., and Société Générale.

“Assignment and Acceptance” means an assignment and acceptance entered into
by an assigning Bank and an assignee, and accepted by the Agent, in accordance with Section
8.07 and in substantially the form of Exhibit C-1 hereto.
“Assumption and Acceptance” means an assumption and acceptance executed by
an Added Bank and the Borrowers, and accepted by the Agent, in accordance with Section
2.05(c) and in substantially the form of Exhibit C-2 hereto.

“Available Revolving Credit Commitment” means, as to any Bank at any time,
such Bank’s Revolving Credit Commitment at such time minus the sum of the aggregate Dollar
Amount of such Bank’s outstanding Revolving Credit Advances and, if such Bank is a Local
Currency Bank, its Non-Same Day Local Currency Advances.

“Available Tenor” means, as of any date of determination and with respect to any
then-current Benchmark for any Agreed Currency, as applicable, (x) if any then-current
Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may
be used for determining the length of an Interest Period or (y) otherwise, any payment period for
interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement
as of such date.



-4-
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers
by the applicable Resolution Authority in respect of any liability of an Affected Financial
Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law, regulation, rule or requirement for such EEA
Member Country from time to time that is described in the EU Bail-In Legislation Schedule and
(b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings).

“Bank” has the meaning specified in the introductory paragraph hereof. To the
extent applicable, any reference to a Bank or the Banks includes a reference to a Local Currency
Bank, the Local Currency Banks, a Japan Local Currency Bank or the Japan Local Currency
Banks, and, to the extent applicable, any reference to a Bank includes a reference to its Affiliate,
branch or agency which is a Local Currency Bank or a Japan Local Currency Bank.

“Bank Addition” has the meaning specified in Section 2.05(c).

“Bank Appointment Period” has the meaning specified in Section 7.06.

“Bank Insolvency Event” means, with respect to any Bank, that (i) such Bank or
its Parent Company has been adjudicated as, or determined by any Governmental Authority
having regulatory authority over such Bank or its Parent Company or its assets to be, insolvent,
or is generally unable to pay its debts as they become due, or admits in writing its inability to pay
its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii)
other than pursuant to an Undisclosed Administration that is not expected to impair or delay a
Bank’s ability to satisfy its funding obligations hereunder, such Bank or its Parent Company is
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a
receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such
Bank or its Parent Company, or such Bank or its Parent Company has taken any action in
furtherance of or indicating its consent to or acquiescence in any such proceeding or
appointment.
“Bank of America” means Bank of America, N.A.

“Base Rate” means, for any date during any Interest Period or any other period, a
fluctuating interest rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the highest of:

(a) the rate of interest announced publicly by Citibank in New York, New
York, and in effect on such date, as Citibank’s base rate; and

(b) 1/2 of one percent above the Federal Funds Rate as in effect on such date;
and

(c) as long as none of the conditions described in Section 2.10(c) or (d) or
Section 2.15(c) shall exist, Term SOFR for a Borrowing in Dollars on such date for a
one-month Interest Period (or if such date is not a Business Day, on the preceding
Business Day) plus 1%.

-5-
If the Base Rate is being used as an alternative rate of interest pursuant to Section 2.15(c),
then the Base Rate shall be the greater of clause (a) and (b) above and shall be determined
without reference to clause (c) above. For the avoidance of doubt, if the Base Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Base Rate Advance” means an Advance in Dollars which bears interest as
provided in Section 2.07(a).

“Base Rate Term SOFR Determination Day” has the meaning specified in the
definition of “Term SOFR”.

“Benchmark” means, initially, (i) with respect to amounts denominated in Dollars,
the Term SOFR Reference Rate, (ii) with respect to amounts denominated in Pounds Sterling,
SONIA, (iii) with respect to amounts denominated in Japanese Yen, TONAR, and (iv) with
respect to any amounts denominated in Euro, the EURIBOR Base Rate; provided that if a
replacement of an initial or subsequent Benchmark has occurred pursuant to Section 2.15(c), then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall
include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

(1) For purposes of Section 2.15(c) in respect of Dollars, the sum of: (i) Daily
Simple SOFR and (ii) 0.10% per annum; and

(2) For purposes of Section 2.15(c) in respect of Agreed Currencies (including
Dollars if Daily Simple SOFR is unavailable), the sum of (a) the alternate benchmark rate
and (b) an adjustment (which may be a positive or negative value or zero), in each case,
that has been selected by the Agent and the Borrowers as the replacement for such
Available Tenor of such Benchmark giving due consideration to any evolving or then-
prevailing market convention, including any applicable recommendations made by the
Relevant Governmental Body, for syndicated credit facilities at such time denominated in
the applicable Agreed Currency in the U.S. syndicated loan market;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above
would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the
purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” means, with respect to Adjusted
Term SOFR or any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,”
the definition of “Interest Period,” the definition of “SONIA”, the definition of “TONAR”, the
definition of “Adjusted Term SOFR”, the definition of “U.S. Government Securities Business
Day”, timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, the length of lookback
periods, the applicability of breakage provisions, the formula for calculating any successor rates
identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or
convention for applying the successor Floor to the successor Benchmark Replacement and other
technical, administrative or operational matters) that the Agent in its reasonable discretion
decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Agent in a manner substantially
consistent with market practice (or, if the Agent in its reasonable discretion decides that adoption
of any portion of such market practice is not administratively feasible or if the Agent in its
reasonable discretion determines that no market practice for the administration of such
-6-
Benchmark Replacement exists, in such other manner of administration as the Agent decides is
reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).

“Benchmark Replacement Date” means the earliest to occur of the following
events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information
referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases
to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition
Event,” the first date on which all Available Tenors of such Benchmark (or the published
component used in the calculation thereof) have been determined and announced by the
regulatory supervisor for the administrator of such Benchmark (or such component
thereof) to be non-representative; provided that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such
clause (c) and even if any Available Tenor of such Benchmark (or such component
thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of
the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or
indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the Board of Governors of the Federal Reserve System, the
Federal Reserve Bank of New York, the central bank for the Agreed Currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for such Benchmark (or such component) or a court or an entity with
similar insolvency or resolution authority over the administrator for such Benchmark (or
such component), which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
-7-
the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to
have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).

“Beneficial Ownership Certification” means a certification regarding beneficial
ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Board of Directors” means either the board of directors of a Borrower or any
duly authorized committee of that board.

“Borrower” means each of Caterpillar, CFSC, CIF and CFKK, and “Borrowers”
means all of the foregoing.

“Borrower Agent” has the meaning specified in Section 8.09.

“Borrowing” means a Revolving Credit Borrowing, a Local Currency Borrowing,
a Japan Local Currency Borrowing or a borrowing composed of Term Loan Advances.

“Business Day” means a day of the year (i) on which banks are not required or
authorized to close in New York City, New York or Chicago, Illinois, (ii) if the applicable
Business Day relates to any EURIBOR Rate Advance, a day on which dealings are carried on in
the London interbank market and on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is operating or, as the case may be, on which
banks and foreign exchange markets are open for business in the principal financial center for the
Agreed Currency concerned, (iii) if the applicable Business Day relates to any RFR Advance, an
RFR Business Day, (iv) if the applicable Business Day relates to a Japan Local Currency
Advance, on which banks are generally open in Tokyo for the conduct of substantially all of their
commercial lending activities and on which dealings in Japanese Yen are carried on in the Tokyo
interbank market, (v) if the applicable Business Day relates to SOFR, a U.S. Government
Securities Business Day, and (vi) if the applicable Business Day relates to an Advance
denominated in an Agreed Currency not described in the foregoing clauses, such other day as
may be designated by the Agent in its reasonable discretion and consistent with market
convention for such Agreed Currency.

“Capitalization” means, as at any date, the sum of (i) Caterpillar Consolidated
Debt at such date, plus (ii) stockholders’ equity (including preferred stock) of Caterpillar at such
date.

“Caterpillar Consolidated Debt” means, as at any date, the aggregate Debt of
Caterpillar and its Subsidiaries (other than CFSC) at such date.

“Caterpillar Purchase Claims” means the outstanding liens on or claims against or
in respect of any of the accounts receivable of Caterpillar or any of its Subsidiaries (excluding
CFSC and CFSC’s Subsidiaries) arising out of the sale or securitization by Caterpillar or any of
its Subsidiaries (excluding CFSC and CFSC’s Subsidiaries) of such accounts receivable.

“CFKK Event of Default” means an Event of Default with respect to CFKK.

-8-
“CFSC Consolidated Debt” means, for any period of determination, the aggregate
Debt of CFSC and its Subsidiaries determined on a consolidated basis for such period. The
calculation of CFSC Consolidated Debt shall exclude any non-recourse secured borrowings
related to the securitization of accounts receivable which have been legally sold to a bankruptcy
remote special purpose vehicle. For purposes of this definition, retained interest in a
securitization is not considered “recourse”.

“CFSC Event of Default” means an Event of Default with respect to CFSC.

“CFSC Guaranty” means the guaranty by CFSC of the obligations of (a) CIF
under this Agreement and the Local Currency Addendum and (b) CFKK under this Agreement
and the Japan Local Currency Addendum, which guaranty is contained in Article IX.

“CFSC Purchase Claims” means the outstanding liens on or claims against or in
respect of any of the accounts receivable of CFSC or any of its Subsidiaries arising out of the
sale or securitization by CFSC or any such Subsidiaries of such accounts receivable.

“Change of Control” means (a) with respect to CFSC, that Caterpillar shall cease
to own free and clear of all liens, claims, security interests or other encumbrances, 100% of the
outstanding shares of voting stock of CFSC on a fully diluted basis, (b) with respect to CIF, that
CFSC shall cease to own, free and clear of all liens, claims, security interests or other
encumbrances, directly or indirectly through a wholly-owned Subsidiary of CFSC, 100% of the
outstanding shares of voting stock of CIF on a fully diluted basis and (c) with respect to CFKK,
that either (i) CFSC and Caterpillar, in the aggregate, shall cease to own, free and clear of all
liens, claims, security interests or other encumbrances, directly or indirectly through one or more
Subsidiaries of CFSC or Caterpillar, 90% or more of the outstanding shares of voting of stock of
CFKK on a fully diluted basis or (ii) CFSC shall cease to own, free and clear of all liens, claims,
security interests or other encumbrances, directly or indirectly through one or more of its
Subsidiaries, 80% or more of the outstanding shares of voting stock of CFKK on a fully diluted
basis.

“CIF Event of Default” means an Event of Default with respect to CIF.

“Closing Date” means September 1, 2022.

“Co-Syndication Agents” means Bank of America and JPMorgan.
“Code” means the Internal Revenue Code of 1986, as amended from time to time,
and any successor statute.

“Commitment” means, for each Bank, the obligation of such Bank to make (a)
Revolving Credit Advances, (b) if it is a Local Currency Bank, Local Currency Advances and (c)
if it is a Japan Local Currency Bank, Japan Local Currency Advances, in an aggregate amount
not to exceed the amount set forth opposite such Bank’s name under the “Commitment” heading
on Schedule I hereto, or on the signature page of the Assignment and Acceptance or Assumption
and Acceptance by which it became a Bank hereunder, as such amount may be increased or
reduced pursuant to the terms of this Agreement.

“Commitment Fee” has the meaning specified in Section 2.04(a).

“Commitment Fee Rate” has the meaning specified in Section 2.04(a).

“Communications” means each notice, demand, communication, information,
document and other material provided for hereunder or under the Local Currency Addendum or
-9-
the Japan Local Currency Addendum or otherwise transmitted between the parties hereto relating
to this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum, any
Borrower or its Affiliates, or the transactions contemplated by this Agreement, the Local
Currency Addendum or the Japan Local Currency Addendum, including, without limitation, all
Approved Electronic Communications.

“Consolidated Net Tangible Assets” means as of any particular time, for any
Borrower, the aggregate amount of assets after deducting therefrom (a) all current liabilities, (b)
any current liability which has been reclassified as a long term liability because such liability by
its terms is extendable or renewable at the option of the obligor thereon to a time more than 12
months after the time as of which the amount thereof is being computed, and (c) all goodwill,
excess of cost over assets acquired, patents, copyrights, trademarks, trade names, unamortized
debt discount and expense and other like intangibles, all as shown in the most recent
consolidated financial statements of such Borrower and its Subsidiaries prepared in accordance
with generally accepted accounting principles.

“Consolidated Net Worth” means as at any date, (i) for Caterpillar, the
consolidated stockholders’ equity (including preferred stock but excluding “Pension and other
post-retirement benefits” that are reflected in “Accumulated Other Comprehensive Income
(loss)”) of Caterpillar at such date, and (ii) for CFSC, the stockholders’ equity (including
preferred stock but excluding “Accumulated Other Comprehensive Income” and non-controlling
interests as defined in accordance with generally accepted accounting principles) of CFSC on
such date.

“Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.

“Convert”, “Conversion”, and “Converted” each refer to a conversion of
Advances of one Type into Advances of another Type pursuant to Section 2.03(a), 2.10, or
2.15(a).

“Credit Rating” means, at any time, with respect to Caterpillar or CFSC, the credit
rating on such Borrower’s long-term senior unsecured debt then most recently publicly
announced by either Moody’s or S&P, and “Credit Ratings” means with respect to each such
Borrower, such credit ratings from both Moody’s and S&P. In the case of each of CFKK and
CIF, “Credit Rating” and “Credit Ratings” mean, at any time, the Credit Rating and Credit
Ratings of CFSC at such time, as determined pursuant to the preceding sentence.

“Current Termination Date” means, with respect to any Bank at any time, August
31, 2023 or such later date to which the “Current Termination Date” shall then have been
extended with the consent of such Bank pursuant to Section 2.16.

“Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum
equal to, for any Obligation, interest, fees, commissions or other amounts denominated in, or
calculated with respect to, (a) Pounds Sterling, the greater of (i) SONIA for the day (such day
“i”) that is five RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day,
such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business
Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by
the SONIA Administrator on the SONIA Administrator’s Website, and (ii) the Floor, and (b)
Japanese Yen, the greater of (i) TONAR for the day (such day “i”) that is five RFR Business
Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if
such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding
-10-
such RFR Rate Day, in each case, as such TONAR is published by the TONAR Administrator on
the TONAR Administrator’s Website, and (ii) the Floor. If by 5:00 pm (local time for the
applicable RFR) on the second (2nd) RFR Business Day immediately following any day “i”, the
RFR in respect of such day “i” has not been published on the applicable RFR Administrator’s
Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR
has not occurred, then the RFR for such day “i” will be the RFR as published in respect of the
first preceding RFR Business Day for which such RFR was published on the RFR
Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be
utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive
RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable RFR shall
be effective from and including the effective date of such change in the RFR without notice to
the Borrowers. No credit spread adjustment shall be added to any determination of the Daily
Simple RFR in respect of SONIA or TONAR.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum
equal to SOFR for the day (such day “i”) that is 5 U.S. Government Securities Business Days
prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR
Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the
U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each
case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s
Website. If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities
Business Day immediately following any day “i”, the SOFR in respect of such day “i” has not
been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with
respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the
SOFR as published in respect of the first preceding U.S. Government Securities Business Day
for which such SOFR was published on the SOFR Administrator’s Website; provided that any
SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily
Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily
Simple SOFR due to a change in SOFR shall be effective from and including the effective date
of such change in SOFR without notice to the Borrower.

“Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by
bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred
purchase price of property or services, (iv) obligations as lessee under leases which shall have
been or should be, in accordance with generally accepted accounting principles, recorded as
capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses
(i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under Plans
covered by Title IV of ERISA; provided, however, for purposes of Sections 5.03 and 5.04(a) and
(b) only, clause (vi) above shall include only those liabilities of the applicable Borrower and all
ERISA Affiliates for such Borrower’s then current fiscal year (and, if such liabilities are still
outstanding, for prior fiscal years) to (a) all single employer plans (as defined in Section
4001(a)(15) of ERISA) to meet the minimum funding standard requirements of Section 412(a) of
the Code (without regard to any waiver under Section 412(c) of the Code) and (b) all
multiemployer plans (as defined in Section 4001(a)(3) of ERISA) for all required contributions
and payments.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, examinership or similar
debtor relief laws of the United States or other applicable jurisdictions from time to time in effect
and affecting the rights of creditors generally.

-11-
“Defaulting Bank” means, at any time, subject to Section 2.18(d), (i) any Bank
that has failed for two or more consecutive Business Days to comply with its obligations under
this Agreement to make available its ratable portion of a Borrowing (each, a “funding
obligation”), unless such Bank has notified the Agent and a Borrower in writing that such failure
is the result of such Bank’s determination that one or more conditions precedent to funding has
not been satisfied (which conditions precedent, together with the applicable default, if any, will
be specifically identified in such writing), (ii) any Bank that has notified the Agent or a Borrower
in writing, or has stated publicly, that it does not intend to comply with its funding obligations
hereunder, unless such writing or statement states that such position is based on such Bank’s
determination that one or more conditions precedent to funding cannot be satisfied (which
conditions precedent, together with the applicable default, if any, will be specifically identified in
such writing or public statement), (iii) any Bank that has, for three or more Business Days after
written request of the Agent or a Borrower, failed to confirm in writing to the Agent and the
Borrowers that it will comply with its prospective funding obligations hereunder (provided that
such Bank shall cease to be a Defaulting Bank pursuant to this clause (iii) upon the Agent’s and
the Borrowers’ receipt of such written confirmation), (iv) any Bank with respect to which a Bank
Insolvency Event has occurred and is continuing with respect to such Bank or its Parent
Company, or (v) any Bank that has become the subject of a Bail-In Action; provided that a Bank
shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity
interest in such Bank or its Parent Company by a Governmental Authority or an instrumentality
thereof. Any determination by the Agent that a Bank is a Defaulting Bank under any of clauses
(i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be
deemed to be a Defaulting Bank (subject to Section 2.18(d)) upon notification of such
determination by the Agent to the Borrowers and the Banks. The Agent will promptly send to all
parties hereto a copy of any notice to the Borrowers provided for in this definition.

“Designated Persons” means a Person:

(i) listed in the annex to, or otherwise the subject of the provisions of, any
Executive Order;

(ii) named as a “Specially Designated National and Blocked Person” on the
most current list published by OFAC at its official website or any replacement website or
other replacement official publication of such list (or listed as a restricted party by the
U.S. Department of State or given a similar designation by the United Nations Security
Council or an applicable Governmental Authority in Ireland, Japan, the European Union,
any European Union member state, the United Kingdom, Australia, or Hong Kong)
(each, an “SDN”), or is otherwise the subject of any Sanctions Laws and Regulations; or

(iii) in which one or more SDNs have 50% or greater ownership interest or that
is otherwise controlled by an SDN.

“Dollar Amount” means, for any currency at any date (i) the amount of such
currency if such currency is Dollars or (ii) the Equivalent Amount of Dollars if such currency is
any currency other than Dollars.

“Dollars” and the sign “$” each means lawful money of the United States of
America.

“Domestic Lending Office” means, with respect to any Bank, the office of such
Bank specified as its “Domestic Lending Office” on its respective signature page hereto or such
other office of such Bank as such Bank may from time to time specify to the Borrowers and the
Agent.

-12-
“Earlier Termination Date” has the meaning specified in Section 2.16(c).

“EEA Financial Institution” means (a) any institution established in any EEA
Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any
entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any
Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Currency” means any currency other than Dollars with respect to which
the Agent or a Borrower has not given notice in accordance with Section 2.15(a) and that is
readily available, freely traded, in which deposits are customarily offered to banks in the London
or other applicable interbank market, convertible into Dollars in the international interbank
market, available to the Banks in such market and as to which an Equivalent Amount may be
readily calculated. If, after the designation by the Banks of any currency as an Agreed Currency
or Local Currency:

(i) currency control or other exchange regulations are imposed in the country
or jurisdiction in which such currency is issued with the result that different types of such
currency are introduced, or such currency is, in the determination of the Agent, no longer
readily available or freely traded, then the Agent shall promptly notify the Banks and the
Borrowers, and such currency shall no longer be an Agreed Currency or Local Currency
until such time as the Disqualifying Event no longer exists, and the Borrowers shall be
permitted to repay all Advances in such currency in Dollars;

(ii) in the determination of the Agent, in consultation with the Co-Syndication
Agents, an Equivalent Amount with respect to such currency is not readily calculable,
then the Agent shall promptly notify the Banks and the Borrowers, and such currency
shall no longer be an Agreed Currency or Local Currency until such time as the
Disqualifying Event no longer exists; or

(iii) each of the Disqualifying Events described in clauses (i) and (ii) above
exist, then the Borrowers shall repay all Advances in such currency to which the
Disqualifying Events apply within fifteen (15) Business Days of receipt of such notice
from the Agent.

Each of the events described in clauses (i) and (ii) above shall be referred to herein as a
“Disqualifying Event”.

“Eligible Financial Institution” means, as of the date of any assignment as
contemplated in Section 8.07(a)(i), a commercial bank or financial institution (i) with a credit
rating on its long-term senior unsecured debt of either (a) “BBB+” or better from S&P or (b)
“Baa1” or better from Moody’s; and (ii) having shareholders’ equity of not less than
$5,000,000,000.

“Equivalent Amount” means, for any currency with respect to any amount of
Dollars at any date, the equivalent in such currency of such amount of Dollars, calculated on the
-13-
basis of the arithmetic mean of the buy and sell spot rates of exchange of the Agent, the Local
Currency Agent or the Japan Local Currency Agent, as applicable (by reference to an appropriate
Bloomberg screen, Alternative Financial Information Service screen or other generally
recognized financial information service selected by the Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, in consultation with the Borrowers), in the London
interbank market (or other market where the Agent’s or the Local Currency Agent’s, as
applicable, foreign exchange operations in respect of such currency are then being conducted) or,
in the case of Japanese Yen, in the Tokyo interbank market for such other currency at or about
11:00 a.m. (local time applicable to the transaction in question) two (2) Business Days prior to
the date on which such amount is to be determined (provided that if an Equivalent Amount is
being determined with respect to (x) the making of a Local Currency Advance in Pounds Sterling
or Euro, such amount shall be determined at or about 11:00 a.m. (London time) for Pounds
Sterling, and 11:00 a.m. (Brussels time) for Euro, on the date of such Local Currency Advance or
(y) the making of a Japan Local Currency Advance on a same-day basis, such amount shall be
determined at or about 11:00 a.m. (Tokyo time) on the date of such Japan Local Currency
Advance), rounded up to the nearest amount of such currency as determined by the Agent, the
Local Currency Agent or the Japan Local Currency Agent, as applicable, from time to time;
provided, however, that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Agent or the Local Currency Agent (or the Japan Local Currency Agent, if
applicable) may use any reasonable method it deems appropriate (after consultation with the
Borrowers) to determine such amount, and such determination shall be conclusive, absent
manifest error.

“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute.

“ERISA Affiliate” means each trade or business (whether or not incorporated)
which, together with a Borrower or a Subsidiary of such Borrower, would be deemed to be a
“single employer” within the meaning of Section 4001 of ERISA.

“ERISA Termination Event” means (i) a “Reportable Event” described in Section
4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not
subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the
withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer plan” during a
plan year in which it was a “substantial employer”, both of such terms as defined in Section
4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a
Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of
proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any
ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of
ERISA.

“Erroneous Payment” has the meaning assigned to it in Section 7.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in
Section 7.11 (d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section
7.11(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section
7.11(d)(i).

-14-
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in
Section 7.11(e).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor Person), as in effect from time to
time.

“EURIBOR Base Rate” means, with respect to a EURIBOR Rate Advance for the
relevant Interest Period, the interest rate per annum equal to the rate determined by the Agent to
be the Euro Interbank Offered Rate administered by the European Money Markets Institute (or
any other Person that takes over the administration of such rate (“EURIBOR”) and displayed on
the applicable Bloomberg screen (or any successor page) as of 11:00 a.m. (Brussels time), on the
date that is two (2) TARGET Settlement Days preceding the first day of such Interest Period (or
on the first day of such Interest Period, in the case of a Same Day Local Currency Advance), and
having a maturity equal to such Interest Period; provided, that, if such rate is below zero, it will
be deemed to be zero.

Any EURIBOR Base Rate determined on the basis of the rate displayed on a Bloomberg screen
(or other applicable screen) in accordance with the foregoing provisions of this subparagraph
shall be subject to corrections, if any, made in such rate and displayed by Bloomberg (or other
applicable service) within one hour of the time when such rate is first displayed by such service;
provided, that, if such rate is below zero, it will be deemed to be zero.

“EURIBOR Rate” means, with respect to a Revolving Credit Advance, a Local
Currency Advance or a Term Loan Advance for the relevant Interest Period, an interest rate
obtained by dividing (i) the EURIBOR Base Rate applicable to such Interest Period by (ii) a
percentage equal to 100% minus the EURIBOR Rate Reserve Percentage, such EURIBOR Rate
to be adjusted automatically on and as of the effective date of any change in the EURIBOR Rate
Reserve Percentage; provided, that if such rate is below zero, it will be deemed to be zero.

“EURIBOR Rate Advance” means a Revolving Credit Advance or a Term Loan
Advance denominated in euro which bears interest as provided in Section 2.07(b) or a Local
Currency Advance which bears interest as provided in Section 2.07(b) and the Local Currency
Addendum.

“EURIBOR Rate Reserve Percentage” means, for any date:
(a) in the case of any Revolving Credit Advance or Term Loan Advance, that
percentage (expressed as a decimal) which is in effect on such date, as prescribed by the
Board of Governors of the Federal Reserve System for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for a member bank of the Federal Reserve System in New
York City with deposits exceeding five billion dollars in respect of Eurocurrency
Liabilities having a term equal to the applicable Interest Period (or in respect of any other
category of liabilities which includes deposits by reference to which the interest rate on
EURIBOR Rate Advances is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any bank to United States
residents); or

(b) in the case of any Local Currency Advance, that percentage (expressed as
a decimal (or, an amount expressed as a decimal percentage)) calculated by the Local
Currency Agent (in consultation with the Borrowers) of the cost of the Local Currency
Banks complying with the minimum reserve requirements of the Bank of England, the

-15-
Financial Conduct Authority and/or the Prudential Regulation Authority, the European
Central Bank or any other applicable Governmental Authority.

“Euro” or “euro” means the Euro referred to in the Council Regulation E.C. No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if different, the
then lawful currency of the member states of the European Union that participate in the third
stage of the Economic and Monetary Union.

“Euro Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Euro Lending Office” on its respective signature page hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank
may from time to time specify to the Borrowers and the Agent. A Bank may specify different
offices for its Advances denominated in Dollars, its Advances denominated in euro, and its
Advances denominated in other Agreed Currencies.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D
of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

“Executive Order” is defined in the definition of “Sanctions Laws and
Regulations”.

“Extended Termination Date” has the meaning specified in Section 2.16(c).

“Extension Confirmation Date” has the meaning specified in Section 2.16(b).

“Extension Confirmation Notice” has the meaning specified in Section 2.16(b).

“Extension Request” has the meaning specified in Section 2.16(a).

“Facility Termination Date” means the earlier to occur of (i) the Current
Termination Date then in effect, or, if the Term Loan Election has been exercised, the Term Loan
Repayment Date, and (ii) the date of termination in whole of the Commitments pursuant to
Section 2.05(a) or 6.01.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the
Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York.

“Floor” means a rate of interest equal to 0%.

“Governmental Authority” means any federal, state, municipal, national or other
government, governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity, officer or examiner exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to any
-16-
government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government (including any supra-national bodies such as the
European Union or the European Central Bank).

“Information Memorandum” means the Confidential Information Memorandum
dated July 2022 in the form approved by the Borrowers concerning the Borrowers and their
Subsidiaries which, at the Borrowers’ request and on their behalf, was prepared in relation to the
transactions contemplated by this Agreement and distributed by the Arranger to selected
financial institutions before the date of this Agreement.

“Insignificant Subsidiary” means, on any date, any Subsidiary of Caterpillar or
CFSC whose aggregate asset value, as reasonably calculated by Caterpillar in accordance with
generally accepted accounting principles, is at less than or equal to $50,000,000 on such date.

“Interest Expense” means, for any period of determination, all interest (without
duplication), whether paid in cash or accrued as a liability, attributable to CFSC Consolidated
Debt (including imputed interest on any capital lease of CFSC or its Subsidiaries) in accordance
with generally accepted accounting principles.

“Interest Period” means, for each Advance, other than an RFR Advance,
comprising part of the same Borrowing, the period commencing on the date of such Advance, or
the date of the Conversion, continuation or Redenomination, as applicable, of such Advance, and
ending on the last day of the period selected by a Borrower pursuant to the provisions below.
The duration of each such Interest Period shall be (a) in the case of a Base Rate Advance or a
Japan Base Rate Advance, 30 days (or, in the event the Base Rate is determined by reference to
Term SOFR, one month), (b) in the case of a Term SOFR Advance or a EURIBOR Rate
Advance, 1, 3 or 6 months, in each case as a Borrower may, in the Notice of Borrowing
requesting such Advance, select, and (c) in the case of any Advance in an Agreed Currency other
than those subject to RFR Advances or covered in the foregoing clauses (a) and (b), such number
of days as shall be agreed to between the Company, the Agent and the Banks extending Loans in
such Agreed Currency; provided, however, that:

(i) the duration of any Interest Period which would otherwise end after the
Revolving Credit Termination Date, or, in the case of a Term Loan Advance, the Term
Loan Repayment Date, shall end on the Revolving Credit Termination Date, or, in the
case of a Term Loan Advance, the Term Loan Repayment Date;
(ii) Interest Periods commencing on the same date for Advances comprising
part of the same Borrowing shall be of the same duration; and

(iii) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, provided, in the case of any Interest Period
for a Term SOFR Advance or EURIBOR Rate Advance, that if such extension would
cause the last day of such Interest Period to occur in the next following calendar month,
the last day of such Interest Period shall occur on the next preceding Business Day.

“Japan Base Rate” means, for any Interest Period or any other period, a
fluctuating interest rate per annum equal to the rate of interest announced publicly by MUFG in
Tokyo, Japan, from time to time, as MUFG’s short-term base rate.

“Japan Base Rate Advance” means a Japan Local Currency Advance which bears
interest as provided in Section 2.07.

-17-
“Japan Local Currency Addendum” means the local currency addendum dated as
of the date hereof among CFKK, CFSC, the Japan Local Currency Banks named therein, the
Japan Local Currency Agent and the Agent, substantially in the form of Exhibit G-2.

“Japan Local Currency Advance” means any Advance in Japanese Yen, made to
CFKK pursuant to Sections 2.03C and 2.03D and the Japan Local Currency Addendum.

“Japan Local Currency Agent” means MUFG, as agent under the Japan Local
Currency Addendum, or any successor agent under the Japan Local Currency Addendum.

“Japan Local Currency Bank” means each Bank (or any Affiliate, branch or
agency thereof) party to the Japan Local Currency Addendum. In the event any agency, branch
or Affiliate of a Bank shall be party to the Japan Local Currency Addendum, such agency,
branch or Affiliate shall, to the extent of any commitment extended and any Advances made by
it, have all the rights of such Bank hereunder; provided, however, that, except as otherwise
expressly provided herein, such Bank shall continue, to the exclusion of such agency or Affiliate,
to have all the voting and consensual rights vested in it by the terms hereof.

“Japan Local Currency Borrowing” means a borrowing comprised of
simultaneous Japan Local Currency Advances made to CFKK by each of the Japan Local
Currency Banks pursuant to Sections 2.03C and 2.03D and the Japan Local Currency
Addendum.

“Japan Local Currency Commitment” has the meaning specified in Section
2.03C(a).

“Japanese Yen” means the lawful currency of Japan.

“Joint Fee Letter” means the Joint Fee Letter, dated July 20, 2022, among the
Borrowers, Citibank, Bank of America, JPMorgan, and certain of the Arrangers.

“JPMorgan” means JPMorgan Chase Bank, N.A.

“Leverage Ratio” has the meaning specified in Section 5.04(a).

“Loan Documents” means this Agreement, the Local Currency Addendum, the
Japan Local Currency Addendum, and the Notes, as each may be amended, restated,
supplemented or otherwise modified from time to time.

“Local Currency” means (i) only so long as such currency remains an Eligible
Currency, Pounds Sterling or Euro and (ii) any other Agreed Currency which CIF requests the
applicable Local Currency Banks to include as a Local Currency hereunder and which is
reasonably acceptable to each such Local Currency Bank.

“Local Currency Addendum” means the local currency addendum dated as of the
date hereof among CIF, CFSC, the Local Currency Banks named therein, the Local Currency
Agent and the Agent, substantially in the form of Exhibit G-1.

“Local Currency Advance” means any Advance in a Local Currency, made to CIF
pursuant to Sections 2.03A and 2.03B and the Local Currency Addendum.

“Local Currency Agent” means Citibank Europe plc, UK Branch, as agent under
the Local Currency Addendum, or any successor agent under the Local Currency Addendum.

-18-
“Local Currency Bank” means each Bank (or any affiliate, branch or agency
thereof) party to the Local Currency Addendum. In the event any agency, branch or affiliate of a
Bank shall be party to the Local Currency Addendum, such agency, branch or affiliate shall, to
the extent of any commitment extended and any Advances made by it, have all the rights of such
Bank hereunder; provided, however, that, except as otherwise expressly provided herein, such
Bank shall continue to the exclusion of such agency or Affiliate to have all the voting and
consensual rights vested in it by the terms hereof.

“Local Currency Borrowing” means a borrowing comprised of simultaneous
Local Currency Advances made to CIF by each of the Local Currency Banks pursuant to
Sections 2.03A and 2.03B and the Local Currency Addendum.

“Local Currency Commitment” has the meaning specified in Section 2.03A(a).

“Majority Banks” means at any time Banks holding more than 50% of the
Commitments, or if the Commitments have been terminated, Banks holding more than 50% of
the then aggregate unpaid principal amount of the Advances.

“Majority Japan Local Currency Banks” means Japan Local Currency Banks
holding more than 50% of the Japan Local Currency Commitments.

“Majority Local Currency Banks” means Local Currency Banks holding more
than 50% of the Local Currency Commitments.

“Margin Stock” has the meaning set forth in Regulation U of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto, and
if Moody’s ceases to issue ratings of the type described herein with respect to the Borrowers,
then the Borrowers and the Agent, with the consent of the Majority Banks, shall agree upon a
mutually acceptable replacement debt rating agency and shall further agree, upon determination
of such replacement agency, to determine appropriate equivalent ratings levels to replace those
contained herein.

“MUFG” means MUFG Bank, Ltd.
“Net Gain/(Loss) From Interest Rate Derivatives” has the meaning as reflected in
the financial caption Other income(expense), in CFSC’s Consolidated Statement of Profit as
compiled under generally accepted accounting principles.

“Non-Defaulting Bank” means, at any time, a Bank that is not a Defaulting Bank.

“Non-Same Day Local Currency Advances” means Local Currency Advances
other than Same Day Local Currency Advances.

“Note” has the meaning specified in Section 2.02(f).

“Notice of Allocation” has the meaning specified in Section 2.01(b).

“Notice of Bank Addition” has the meaning specified in Section 2.05(c).

“Notice of Borrowing” means a Notice of Local Currency Borrowing, a Notice of
Japan Local Currency Borrowing or a Notice of Revolving Credit Borrowing, as applicable.

-19-
“Notice of Japan Local Currency Borrowing” has the meaning specified in
Section 2.03D(a).

“Notice of Local Currency Borrowing” has the meaning specified in Section
2.03B(a).

“Notice of Revolving Credit Borrowing” has the meaning specified in Section
2.02(a).

“Obligations” means all advances to, and debts, liabilities and obligations of, the
Borrowers arising under any Loan Document or otherwise with respect to any Advance, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against the Borrowers or any Affiliate thereof of any proceeding under any
debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed or allowable claims in such proceeding. Without limiting the
foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses,
fees, indemnities and other amounts payable by the Borrowers under any Loan Document and (b)
the obligation of the Borrowers to reimburse any amount in respect of any of the foregoing that
the Agent or any Bank, in each case in its sole discretion, may elect to pay or advance on behalf
of the Borrowers.

“OFAC” is defined in the definition of “Sanctions Laws and Regulations”.

“Other Credit Agreements” means (a) that certain Third Amended and Restated
Credit Agreement (Five-Year Facility), dated as of September 1, 2022, among the Borrowers, as
borrowers thereunder, certain financial institutions party thereto, MUFG, as Japan Local
Currency Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank, as
agent for such banks, and (b) that certain Third Amended and Restated Credit Agreement (Three-
Year Facility), dated as of September 1, 2022, among the Borrowers, as borrowers thereunder,
certain financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank
Europe plc, UK Branch, as Local Currency Agent, and Citibank, as agent for such banks, in each
case, as the same may be amended, restated, supplemented or otherwise modified from time to
time.

“Parent Company” means, with respect to a Bank, the bank holding company (as
defined in Federal Reserve Board Regulation Y), if any, of such Bank and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Bank.

“Payment Office” means (a) with respect to Advances other than Same Day Local
Currency Advances and Japan Local Currency Advances, (i) for Dollars, the principal office of
Citibank in New York City, located on the date hereof at 388 Greenwich Street, New York, New
York 10013, (ii) for any other Agreed Currency, the office of Citibank located on the date hereof
at 1615 Brett Road, Building No. 3, New Castle, Delaware 19720; (b) with respect to Same Day
Local Currency Advances, the office of the Local Currency Agent set forth in the Local
Currency Addendum; and (c) with respect to any Japan Local Currency Advance, the office of
the Japan Local Currency Agent set forth in the Japan Local Currency Addendum, or in any case,
such other office of the Agent, the Local Currency Agent or the Japan Local Currency Agent, as
applicable, as shall be from time to time selected by it by written notice to the Borrowers and the
Banks.

“Payment Recipient” has the meaning assigned to it in Section 7.11(a).


-20-
“PBGC” means the Pension Benefit Guaranty Corporation, or any successor
thereto.

“Periodic Term SOFR Determination Day” has the meaning specified in the
definition of “Term SOFR”.

“Person” means an individual, partnership, corporation (including a business
trust), limited liability company, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any multiemployer plan or single employer plan, each as defined in
Section 4001 and subject to Title IV of ERISA, which is maintained, or at any time during the
five calendar years preceding the date of this Agreement was maintained, for employees of a
Borrower or a Subsidiary of such Borrower or an ERISA Affiliate.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by
Section 3(42) of ERISA, as amended from time to time.

“Pounds Sterling” means the lawful currency of the United Kingdom.

“Prior Agreement” means that certain Credit Agreement (2021 364-Day Facility),
dated as of September 2, 2021, among Caterpillar, CFSC, CFKK and CIF, as borrowers, the
financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe plc,
UK Branch, as Local Currency Agent, and Citibank, as agent for such financial institutions.

“Purchase Claims” means Caterpillar Purchase Claims or CFSC Purchase Claims,
or both, as applicable.

“Redenominate,” “Redenomination” and “Redenominated” each refer to the
redenomination of Term Loan Advances comprising all or part of the same Borrowing from an
Agreed Currency to Dollars or from Dollars to another Agreed Currency, or the continuation of
such Advances in the same Agreed Currency, in each case pursuant to Section 2.03(b), 2.10 or
2.15.

“Register” has the meaning specified in Section 8.07(c).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and
such Person’s and such Person’s Affiliates’ respective managers, administrators, members,
trustees, partners, directors, officers, employees, agents, fund managers and advisors.

“Relevant Governmental Body” means (a) with respect to a Benchmark
Replacement in respect of Dollars, the Board of Governors of the Federal Reserve System or the
Federal Reserve Bank of New York, or a committee officially endorsed or convened by the
Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or
any successor thereto and (b) with respect to a Benchmark Replacement in respect of any other
Agreed Currency, (1) the central bank, regulator or other supervisory authority for the Agreed
Currency in which such amounts are denominated hereunder or any central bank or other
supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B)
the administrator of such Benchmark Replacement or (2) any working group or committee
officially endorsed or convened by (A) the central bank for the Agreed Currency in which such
amounts are denominated, (B) any central bank or other supervisor that is responsible for
supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark
Replacement, (C) a group of those central banks or other supervisors or (D) the Financial
Stability Board or any part thereof.
-21-
“Resolution Authority” means an EEA Resolution Authority or, with respect to
any UK Financial Institution, a UK Resolution Authority.

“Restricting Information” means material non-public information with respect to
any of the Borrowers or their securities.

“Revolving Credit Advance” means an advance by a Bank to a Borrower as part
of a Revolving Credit Borrowing and refers to a Base Rate Advance, a Term SOFR Advance, a
EURIBOR Rate Advance, or an RFR Advance, each of which shall be a “Type” of Advance.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type made to a Borrower by each of the Banks pursuant
to Section 2.01.

“Revolving Credit Commitment” means, for each Bank, the obligation of such
Bank to make Revolving Credit Advances and, if such Bank is a Local Currency Bank, Non-
Same Day Local Currency Advances, in an aggregate amount not to exceed the amount set forth
opposite such Bank’s name under the “Revolving Credit Commitment” heading on Schedule I
hereto, or on the signature page of the Assignment and Acceptance or Assumption and
Acceptance by which it became a Bank hereunder, as such amount may be increased or reduced
pursuant to the terms of this Agreement; provided, however, that if such Bank’s Same Day Local
Currency Commitment or Japan Local Currency Commitment is terminated in whole or in part
without a corresponding reduction or termination of the Commitments, then such Bank’s
Revolving Credit Commitment shall equal the sum of (x) the amount set forth as such Bank’s
Revolving Credit Commitment on Schedule I to this Agreement or on such Bank’s signature
page to its Assignment and Acceptance or its Assumption and Acceptance, as applicable, plus (y)
the amount of such Bank’s terminated Same Day Local Currency Commitment or Japan Local
Currency Commitment, as applicable. No such change shall result in a Bank’s Revolving Credit
Commitment exceeding its Commitment. For each Bank that is not a Local Currency Bank or
Japan Local Currency Bank, such Bank’s Revolving Credit Commitment will be equal to its
Commitment. For each Bank that is Local Currency Bank or a Japan Local Currency Bank, such
Bank’s Revolving Credit Commitment will be equal to its Commitment minus the sum of its
Same Day Local Currency Commitment and its Japan Local Currency Commitment.

“Revolving Credit Obligations” means, at any time, the aggregate outstanding
Advances at such time minus the sum of the outstanding Same Day Local Advances and the
outstanding Japan Local Currency Advances at such time.

“Revolving Credit Termination Date” means the earlier to occur of (i) the Current
Termination Date then in effect and (ii) the date of termination in whole of the Commitments
pursuant to Section 2.05(a) or 6.01.

“RFR” means, for any Obligations, interest, fees, commissions or other amounts
denominated in, or calculated with respect to, (a) Pounds Sterling, SONIA, and (b) Japanese
Yen, TONAR.

“RFR Administrator” means the SONIA Administrator or the TONAR
Administrator, as applicable.

“RFR Advance” means an Advance that bears interest at a rate based on a Daily
Simple RFR.

“RFR Business Day” means, for any Obligations, interest, fees, commissions or
other amounts denominated in, or calculated with respect to, (a) Pounds Sterling, any day except
-22-
for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in
London, or (b) Japanese Yen, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for general business in Japan; provided, that for purposes of notice
requirements in respect of requesting Borrowings or prepaying Advances, such day also shall be
required to be a Business Day.

“RFR Interest Payment Date” means, as to any RFR Advance, each date that is on
the numerically corresponding day in each calendar month that is one month after the Borrowing
of such Advance; provided that, as to any such RFR Advance, (i) if any such date would be a day
other than a Business Day, such date shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month, in which case
such date shall be the next preceding Business Day and (ii) the RFR Interest Payment Date with
respect to any Borrowing that occurs on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in any applicable calendar month) shall be
the last Business Day of any such succeeding applicable calendar month; provided, that for
purposes of this clause (b), the date of a Borrowing of an Advance initially shall be the date on
which such Advance is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Advance or Borrowing, and (B) the Current Termination Date
or Extended Termination Date, as applicable.

“RFR Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “RFR Lending Office” on its respective signature page hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank
may from time to time specify to the Borrowers and the Agent. A Bank may specify different
offices for its Advances denominated in different Agreed Currencies, and the term “RFR
Lending Office” shall refer to any or all such offices, collectively, as the context may require
when used in respect of such Bank.

“RFR Rate Day” has the meaning specified in the definition of “Daily Simple
RFR”.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business, or any successor thereto, and if S&P ceases to issue ratings of the type
described herein with respect to the Borrowers, then the Borrowers and the Agent, with the
consent of the Majority Banks, shall agree upon a mutually acceptable replacement debt rating
agency and shall further agree, upon determination of such replacement agency, to determine
appropriate equivalent ratings levels to replace those contained herein.

“Same Day Local Currency Advances” means any Advances under the Same Day
Local Currency Subfacility.

“Same Day Local Currency Commitment” has the meaning specified in Section
2.03A(a).

“Same Day Local Currency Subfacility” means the subfacility under the Local
Currency Addendum which provides for the Local Currency Banks to make Local Currency
Advances available to CIF under the Local Currency Addendum on a same day notice basis in an
amount outstanding at any time not to exceed the Dollar Amount of $100,000,000.

“Sanctioned Country” means, at any time, a country, region or territory which is
itself the subject or target of any Sanctions Laws and Regulations (at the time of this Agreement,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea
Region of Ukraine, Cuba, Iran, North Korea and Syria).

-23-
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions
Laws and Regulations-related list of designated Persons maintained by OFAC, the U.S.
Department of State, the United Nations Security Council, or an applicable Governmental
Authority in Ireland, the European Union, any European Union member state, the United
Kingdom, Australia, Japan, or Hong Kong, (b) any Person operating, organized or resident in a
Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b), including, without limitation, any Person in which
one or more SDNs have 50% or greater ownership interest.

“Sanctions Laws and Regulations” means:

(i) any sanctions, prohibitions or requirements imposed by any executive
order (an “Executive Order”) or by any sanctions program administered by the U.S.
Department of the Treasury Office of Foreign Assets Control (“OFAC”), the U.S.
Department of State or the U.S. Department of Commerce; and

(ii) any sanctions measures imposed by the United Nations Security Council,
the European Union, the United Kingdom, Ireland, Australia, Japan or the applicable
Governmental Authority in Hong Kong, China.

“SOFR” means a rate equal to the secured overnight financing rate as
administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a
successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank
of New York, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the
Sterling Overnight Index Average for such Business Day published by the SONIA Administrator
on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Administrator” means the Bank of England (or any successor
administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s Website” means the Bank of England’s website,
currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight
Index Average identified as such by the SONIA Administrator from time to time.

“Subsidiary” means, with respect to any Borrower, a corporation more than 50%
of the outstanding voting stock of which is owned, directly or indirectly, by such Borrower or by
one or more other Subsidiaries, or by such Borrower and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

“Support Agreement” means that certain Support Agreement dated as of
December 21, 1984, amended June 14, 1995, between Caterpillar and CFSC, as the same may be
amended or modified in accordance with the terms of Section 5.04(c) and in effect from time to
time.


-24-
“TARGET Settlement Day” means any Business Day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“Term Loan Advance” has the meaning set forth in Section 2.17.

“Term Loan Effective Date” has the meaning specified in Section 2.17.

“Term Loan Election” has the meaning set forth in Section 2.17.

“Term Loan Election Fee” has the meaning set forth in Section 2.17.

“Term Loan Repayment Date” means, upon the exercise by the Borrowers of the
Term Loan Election, the date which is one year after the Current Termination Date in effect on
the date of the election of the Term Loan Election.

“Term SOFR” means:

(a) for any calculation with respect to a SOFR Loan, the Term SOFR
Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the
“Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic
Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not
been published by the Term SOFR Administrator and a Benchmark Replacement Date with
respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term
SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first
preceding U.S. Government Securities Business Day for which such Term SOFR Reference
Rate for such tenor was published by the Term SOFR Administrator so long as such
first preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination Day;
and

(b) for any calculation with respect to a Base Rate Advance on any day, the
Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term
SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to
such day, as such rate is published by the Term SOFR Administrator; provided, however, that if
as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the
Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference
Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as
published by the Term SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for such tenor was published by the
Term SOFR Administrator so long as such first preceding U.S. Government Securities Business
Day is not more than three (3) U.S. Government Securities Business Days prior to Base Rate
SOFR Determination Day.

“Term SOFR Adjustment” means an amount equal to 0.10%.

“Term SOFR Administrator” means CME Group Benchmark Administration
Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the
Agent in its reasonable discretion).

“Term SOFR Advance” means a Revolving Credit Advance or a Term Loan
Advance denominated in Dollars which bears interest as provided in Section 2.07(b).
-25-
“Term SOFR Reference Rate” means the forward-looking term rate based on
SOFR.

“TONAR” means, with respect to any Business Day, a rate per annum equal to
the Tokyo Overnight Average Rate for such Business Day published by the TONAR
Administrator on the TONAR Administrator’s Website on the immediately succeeding Business
Day.

“TONAR Administrator” means the Bank of Japan (or any successor
administrator of the Tokyo Overnight Average Rate).

“TONAR Administrator’s Website” means the Bank of Japan’s website, currently
at http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified
as such by the TONAR Administrator from time to time.

“TONAR Advance” means a Japan Local Currency Advance which bears interest
at a rate based on TONAR as provided in Section 2.07.

“Total Commitment” means, at any time, the sum of all of the Banks’
Commitments at such time.

“Total Japan Local Currency Commitment” has the meaning specified in Section
2.03C(a).

“Total Local Currency Commitment” has the meaning specified in Section
2.03A(a).

“Total Revolving Credit Commitment” means, at any time, the sum of all of the
Banks’ Revolving Credit Commitments at such time (which shall be an amount equal to the
Total Commitment at such time minus the sum of the aggregate Dollar Amount of the Same Day
Local Currency Subfacility at such time and the aggregate Dollar Amount of the Total Japan
Local Currency Commitment at such time).

“Type”, when used in reference to any Revolving Credit Advance, has the
meaning specified in the definition of “Revolving Credit Advance”, when used in reference to a
Japan Local Currency Advance, refers to a Japan Base Rate Advance or a TONAR Advance,
when used in reference to a Local Currency Advance, has the meaning specified in the definition
of “Local Currency Advance” and when used in reference to a Term Loan Advance, refers to a
Base Rate Advance, a Term SOFR Advance, a EURIBOR Rate Advance, an RFR Advance, a
Japan Base Rate Advance or a TONAR Advance, each of which shall be a “Type” of Advance.

“UK Financial Institution” means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended from time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial
Conduct Authority, which includes certain credit institutions and investment firms, and certain
affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undisclosed Administration” means the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a

-26-
supervisory authority or regulator with respect to a Bank under the Dutch Financial Supervision
Act 2007 (as amended from time to time and including any successor legislation).

“USA Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No.
107-56,115 Stat. 272 (2001), as amended.

“U.S. Government Securities Business Day” means any day except for (i) a
Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in United States government securities.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b)
with respect to the United Kingdom, any powers of the applicable Resolution Authority under
the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK
Financial Institution or any contract or instrument under which that liability arises, to convert all
or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.

SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting principles in the
United States consistent with those applied in the preparation of the financial statements referred
to in Section 4.01(e) and all references contained herein to generally accepted accounting
principles shall mean United States generally accepted accounting principles.

SECTION 1.04. Rates.
(a) The Agent does not warrant or accept responsibility for, and shall not have any
liability with respect to (i) the continuation of, administration of, submission of, calculation of or
any other matter related to the Base Rate, Adjusted Term SOFR, Term SOFR, the EURIBOR
Rate, any RFR, SOFR, SONIA, TONAR, any Benchmark, any component definition thereof or
rates referenced in the definition thereof or any alternative, successor or replacement rate thereto
(including any Benchmark Replacement), including whether the composition or characteristics of
any such alternative, successor or replacement rate (including any Benchmark Replacement) will
be similar to, or produce the same value or economic equivalence of, or have the same volume or
liquidity as, the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR Rate, any
RFR, SONIA, TONAR, or any other Benchmark prior to its discontinuance or unavailability, or
(ii) the effect, implementation or composition of any Benchmark Replacement Conforming
Changes or any other alternative, successor or replacement rate pursuant to the terms of this
Agreement. The Agent and its Affiliates may engage in transactions that affect the calculation of
the Base Rate, any Benchmark, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR Rate,
any RFR, SONIA, TONAR, any alternative, successor or replacement rate (including any
Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse
to the Borrowers. The Agent may select information sources or services in its reasonable
discretion to ascertain the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR
-27-
Rate, any RFR, SONIA, TONAR, or any Benchmark, any component definition thereof or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and
shall have no liability to the Borrowers, any Bank or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),
for any error or calculation of any such rate (or component thereof) provided by any such
information source or service.

(b) The Borrowers may from time to time request Advances in Agreed Currencies
beyond those that are available as of the Closing Date (such other Agreed Currencies, “Future
Agreed Currencies”). Interest on extensions of credit denominated in such Future Agreed
Currencies may require interest rate determinations and calculations, including determinations of
credit spread adjustments, which are not included in this Agreement as of the Closing Date.
Notwithstanding the foregoing or anything to the contrary set forth herein, prior to any such
Future Agreed Currency becoming available hereunder, the Borrowers and the Banks extending
Loans in such Future Agreed Currencies shall amend this Agreement, on terms and conditions
acceptable to all of them, as needed in order to include such interest rate mechanics.

(c) Daily Simple SOFR is included herein solely as an alternative Benchmark when
Term SOFR is unavailable. So long as Term SOFR is available as a Benchmark, no Loan shall
be made hereunder that accrues interest at Daily Simple SOFR.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 1.01. The Revolving Credit Advances; Allocation of Commitments.

(a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances in any Agreed Currency to Caterpillar and CFSC from time to
time on any Business Day during the period from the Closing Date until the Revolving Credit
Termination Date in a Dollar Amount not to exceed such Bank’s Available Revolving Credit
Commitment at such time; provided, however, that at no time shall the Dollar Amount of (i) the
outstanding Advances exceed the Total Commitment, (ii) the Revolving Credit Obligations
exceed the Total Revolving Credit Commitment, (iii) any Bank’s Revolving Credit Advances,
Local Currency Advances and Japan Local Currency Advances exceed such Bank’s
Commitment, (iv) all Revolving Credit Advances to Caterpillar exceed Caterpillar’s Allocation
at such time, (v) all Revolving Credit Advances to CFSC plus the Dollar Amount of all Local
Currency Advances and Japan Local Currency Advances exceed CFSC’s Allocation at such
time, (vi) any Bank’s Revolving Credit Advances to Caterpillar exceed such Bank’s Allocated
Commitment for Caterpillar at such time, or (vii) any Bank’s Revolving Credit Advances to
CFSC plus such Bank’s Local Currency Advances and Japan Local Currency Advances at such
time exceed such Bank’s Allocated Commitment for CFSC at such time. Each Revolving Credit
Borrowing shall be in an aggregate Dollar Amount not less than $10,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the
same Type and the same Agreed Currency made on the same day to the same Borrower by the
Banks ratably according to their respective Available Revolving Credit Commitments. Within
the limits of each Bank’s Allocated Commitment to a Borrower, such Borrower may from time
to time borrow, repay pursuant to Section 2.06 or prepay pursuant to Section 2.09, and reborrow
under this Section 2.01.

(b) The Borrowers will on the Closing Date and from time to time thereafter, but no
more often than weekly, and subject to the limitation set forth below, allocate or re allocate the
Total Commitment between Caterpillar and CFSC (each such Borrower’s allocated portion of the
Total Commitment at any time being such Borrower’s “Allocation”), in such a manner that (i)
-28-
the sum of the Allocations at any time shall equal the Total Commitment at such time, (ii) each
Bank’s Commitment allocable to Caterpillar and CFSC at any time (such Bank’s “Allocated
Commitment” with respect to such Borrower) shall be an amount equal to the product of such
Bank’s Commitment at such time multiplied by the Allocation Percentage for such Borrower at
such time, and (iii) CFSC’s Allocation at any time shall be in an amount equal to or greater than
the sum of the Total Local Currency Commitment and the Total Japan Local Currency
Commitment at such time. Each such allocation or re-allocation shall be made on notice, given
not later than 10:00 A.M. (New York City time) on the date of the proposed allocation or re-
allocation, by the Borrower Agent to the Agent, which shall give to each Bank prompt notice
thereof by facsimile or electronic mail. Each such notice of an allocation or re allocation of the
Total Commitment (a “Notice of Allocation”) shall be by facsimile or electronic mail, confirmed
immediately in writing, in substantially the form of Exhibit B-4 hereto, specifying therein the
requested (i) effective date of such allocation or re allocation of the Total Commitment, and (ii)
Allocation for each Borrower. Each Borrower’s Allocation, and each Bank’s Allocated
Commitment with respect to such Borrower, shall remain in effect (i) from the Closing Date until
the first Notice of Allocation becomes effective, and (ii) thereafter, from the date that the most
recent Notice of Allocation became effective until the next subsequent Notice of Allocation
becomes effective.

(c) The Borrowers and the Agent shall furnish to the Local Currency Agent and the
Japan Local Currency Agent, promptly following the making, payment or prepayment of each
Revolving Credit Advance, and at any other time at the reasonable request of the Local Currency
Agent or the Japan Local Currency Agent, a statement setting forth the outstanding Revolving
Credit Advances.

SECTION 1.01. Making the Revolving Credit Advances.

(d) Each Revolving Credit Borrowing shall be made on notice, given not later than
11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing (in
the case of a Revolving Credit Borrowing comprised of Base Rate Advances), or not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing (in the case of a Revolving Credit Borrowing comprised of Term
SOFR Advances, EURIBOR Rate Advances or RFR Advances), by a Borrower to the Agent,
which shall give to each Bank prompt notice thereof by facsimile or electronic mail. Each such
notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-1 hereto, specifying therein the requested (i) Borrower, (ii) date of such Revolving
Credit Borrowing, (iii) Type of Revolving Credit Advances comprising such Revolving Credit
Borrowing, (iv) in the case of a proposed Borrowing of RFR Advances, the Agreed Currency of
such Advances, (v) aggregate amount of such Revolving Credit Borrowing, (vi) Interest Period
for the Revolving Credit Advances (to the extent constituting a Term SOFR Advance or
EURIBOR Rate Advance) and (vii) account to which the proceeds of such Revolving Credit
Borrowing shall be made available. In the case of each proposed Revolving Credit Borrowing,
the Agent shall promptly notify each Bank of such Bank’s ratable share of such Revolving Credit
Borrowing based upon the Available Revolving Credit Commitments of the Banks, and in the
case of a proposed Revolving Credit Borrowing comprised of Term SOFR Advances, EURIBOR
Rate Advances or RFR Advances, the Agent shall promptly notify each Bank of the applicable
interest rate under Section 2.07. Each Bank shall, before 1:00 p.m. (New York City time) on the
date of such Revolving Credit Borrowing, make available for the account of its Applicable
Lending Office to the Agent at the applicable Payment Office, in the Agreed Currency and in
same day funds, such Bank’s ratable portion of such Revolving Credit Borrowing. After the
Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Agent will promptly make such same day funds available to the account specified
by the applicable Borrower in the Notice of Revolving Credit Borrowing.
-29-
(e) Each Notice of a Revolving Credit Borrowing shall be irrevocable and binding on
the Borrower submitting such Notice. In the case of any Revolving Credit Borrowing which the
related Notice of Revolving Credit Borrowing specifies is to be comprised of Term SOFR
Advances, EURIBOR Rate Advances or RFR Advances, the requesting Borrower shall
indemnify each Bank against any loss, cost or expense incurred by such Bank as a direct result of
the failure of such Borrower, for any reason other than a default by such Bank, to borrow the
requested Revolving Credit Advances on the date specified in the Notice of Revolving Credit
Borrowing. Such indemnification shall include, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by
such Bank to fund the Advance to be made by such Bank as part of such Borrowing; provided,
however, that any indemnification for such losses, costs and expenses shall be limited to an
amount equal to (i) the principal amount of the Advance to be made by such Bank times (ii) the
number of days in the requested Interest Period (which is assumed to be one-month for purposes
of any RFR Advance), divided by (x) 360 in respect of Term SOFR Advances and EURIBOR
Rate Advances and (y) 365 or 366, as applicable, in respect of RFR Advances, times (iii) the
interest differential between the interest rate based on the applicable Term SOFR, the applicable
EURIBOR Rate or applicable RFR which would have applied to such Advance and the rate of
interest which would apply if such Borrower had requested on the date of the requested
Revolving Credit Borrowing a Revolving Credit Borrowing comprised of Advances of the same
Type and Agreed Currency for a period equal to the requested Interest Period (which is assumed
to be one-month for purposes of any RFR Advance). A certificate describing in reasonable detail
the amount of such losses, costs and expenses, submitted to such Borrower and the Agent by
such Bank, shall create a rebuttable presumption of such losses, costs or expenses.

(f) Unless the Agent shall have received notice from a Bank prior to the time of any
Revolving Credit Borrowing that such Bank will not make available to the Agent such Bank’s
ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Bank has
made such portion available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a corresponding amount. If
and to the extent that such Bank shall not have so made such ratable portion available to the
Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such
amount is made available to such Borrower until the date such amount is repaid to the Agent, at
(i) in the case of such Borrower, the interest rate applicable at the time to Revolving Credit
Advances comprising such Revolving Credit Borrowing and (ii) in the case of such Bank, the
Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, together
with interest thereon as required in the immediately preceding sentence, such amount so repaid
shall constitute such Bank’s Revolving Credit Advance as part of such Revolving Credit
Borrowing for purposes of this Agreement and such Bank shall be entitled to all rights in respect
of such Revolving Credit Advance, including the right to receive interest from the date funds in
connection therewith shall have been made available to such Borrower. If such Borrower shall
repay to the Agent such corresponding amount, such repayment shall not relieve such Bank from
its obligation to make its ratable portion of such Revolving Credit Borrowing available to such
Borrower. Nothing contained herein shall impair the right of such Borrower to the performance
by any Bank of such Bank’s obligations hereunder. Subject to Section 2.18, in the event that any
Bank shall at any time fail to make its ratable portion of any Revolving Credit Borrowing
available to the Agent for disbursement to such Borrower, the Agent shall make inquiry of such
Bank as to the circumstances giving rise to such failure and shall promptly advise such Borrower
of the response, if any, the Agent shall have received in connection with such inquiry; provided
that no failure or delay on the part of the Agent to make such inquiry shall relieve such Borrower
or such Bank of its obligation to repay any amount made available by the Agent to such
Borrower in anticipation of receiving such Bank’s portion of such Revolving Credit Borrowing.

-30-
(g) The failure of any Bank to make the Revolving Credit Advance to be made by it
as part of any Revolving Credit Borrowing shall not relieve any other Bank of its obligation, if
any, hereunder to make its Revolving Credit Advance on the date of such Revolving Credit
Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the
Revolving Credit Advance to be made by such other Bank on the date of any Revolving Credit
Borrowing. Nothing contained herein shall impair the rights and remedies of the Borrower
requesting any Revolving Credit Borrowing against any Bank under applicable law as a result of
such Bank’s failure to make the Revolving Credit Advance to be made by it as part of such
Revolving Credit Borrowing.

(h) Any Bank may make, carry or transfer Advances at, to or for the account of, any
of its branch offices or the office of an Affiliate at the Bank; provided, however, no Affiliate of
any Bank shall be deemed a party to this Agreement or shall have any rights, liability or
obligation under this Agreement unless such Bank and such Affiliate shall have executed and
delivered, and the Agent shall have accepted, an Assignment and Acceptance in accordance with
Section 8.07, and then such Affiliate shall have rights and obligations hereunder only to the
extent contemplated therein.

(i) Each Bank shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrowers to such Bank resulting from each
Advance made by such Bank from time to time, including the amounts of principal and interest
payable and paid to such Bank from time to time hereunder. The Agent shall also maintain
accounts in which it will record (a) the amount of each Advance made hereunder, the Type
thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest
due and payable or to become due and payable from the applicable Borrower to each Bank
hereunder and (c) the amount of any sum received by the Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, hereunder from the applicable Borrower and each
Bank’s share thereof. Entries recorded pursuant to the foregoing shall be prima facie evidence of
the existence and amounts of the Borrowers’ obligations; provided, however, that the failure of
the Agent or any Bank to maintain such accounts or any error therein shall not in any manner
affect the obligation of the applicable Borrower to repay its obligations hereunder in accordance
with their terms. Any Bank may request that its Revolving Credit Advances (or Term Loan
Advances, if applicable) be evidenced by a promissory note in substantially the form of Exhibit
A (a “Note”). In such event, the applicable Borrower shall prepare, execute and deliver to such
Bank such Note payable to the order of such Bank. Thereafter, the Advances evidenced by such
Note and interest thereon shall at all times (prior to any assignment pursuant to Section 8.07) be
represented by one or more Notes payable to the order of the payee named therein, except to the
extent that any such Bank subsequently returns any such Note for cancellation and requests that
such Advances once again be evidenced as described above.

SECTION 1.02. Voluntary Conversion or Continuation of Term Loan Advances.

(j) Each Borrower may on any Business Day, upon notice given to the Agent not
later than 11:00 A.M. (New York City time) on the second Business Day prior to the date of the
proposed Conversion or continuation, and subject to the provisions of Section 2.10 and the
provisos in this Section 2.03(a), Convert all or any part of the Term Loan Advances of one Type
comprising the same Borrowing into Term Loan Advances of another Type or continue all or any
part of the Term Loan Advances of one Type comprising the same Borrowing as Advances of
the same Type; provided, however, that any such Conversion or continuation of any Term SOFR
Advances or EURIBOR Rate Advances shall be made on, and only on, the last day of an Interest
Period for such Term SOFR Advances or EURIBOR Rate Advances; and provided, further, that
no Advance may be Converted into or continued as, a Term SOFR Advance, a EURIBOR Rate
Advance or an RFR Advance, at any time that an Event of Default or unmatured Event of
Default has occurred and is continuing. Interest owing in respect of any RFR Advance on the
-31-
date of such notice shall be paid on the date of Conversion therefor (with all remaining accrued
and unpaid interest being paid as and when required hereunder). Any such Conversion or
continuation of any Advances shall be in the minimum amounts and increments specified in
Section 2.01(a), Section 2.03B or Section 2.03D, as applicable. Each such notice of a
Conversion or continuation shall, within the restrictions specified above, specify (i) the date of
such Conversion or continuation, (ii) the Advances to be Converted or continued, (iii) in the case
of a Conversion into EURIBOR Rate Advances or RFR Advances, the Agreed Currency of such
Advances, and (iv) the Interest Period for the Advances, where applicable. No Term Loan
Advance that is not a Japan Local Currency Advance may be Converted at any time into a Term
Loan Advance that is a Japan Local Currency Advance, and no Term Loan Advance that is a
Japan Local Currency Advance may be Converted at any time into a Term Loan Advance that is
not a Japan Local Currency Advance. No Term Loan Advance that is not a Local Currency
Advance may be Converted at any time into a Term Loan Advance that is a Local Currency
Advance, and no Term Loan Advance that is a Local Currency Advance may be Converted at
any time into a Term Loan Advance that is not a Local Currency Advance.

(k) Each Borrower may, upon notice given to the Agent not later than 11:00 a.m.
(New York City time) on a Business Day at least three (3) Business Days prior to the date of the
proposed Redenomination, and subject to the provisions of Section 2.10 and the provisos in this
Section 2.03(b), request that at any time all or any part of the Term Loan Advances comprising
the same Borrowing be Redenominated from an Agreed Currency to Dollars or from Dollars to
another Agreed Currency; provided, however, that any Redenomination shall be made on, and
only on, the last day of an Interest Period for such Advances, where applicable; provided, further,
that any such Redenomination of Advances shall be in the minimum amounts and increments
specified in Section 2.01(a), Section 2.03B or Section 2.03D, as applicable; and provided,
further, that no Advance may be Redenominated at any time that an Event of Default or
unmatured Event of Default has occurred and is continuing. Each such notice of request of a
Redenomination (a “Notice of Redenomination”) shall be by facsimile or electronic mail,
confirmed immediately in writing, specifying (i) the Advances comprising the Borrowing to be
Redenominated, (ii) the date of the proposed Redenomination, (iii) the currency into which such
Advances are to be Redenominated, and (iv) the Interest Period, where applicable, for such
Advances upon being so Redenominated. Subject to the provisions of Section 2.10 and of the
second proviso in this Section 2.03(b), each Advance so requested to be Redenominated will be
Redenominated, on the date specified therefor in such Notice of Redenomination, into an
equivalent amount thereof in the Agreed Currency requested in such Notice of Redenomination,
such equivalent amount to be determined on such date in accordance with Section 2.15(b), and,
upon being so Redenominated, will have an initial Interest Period as requested in such notice of
Redenomination.

(l) If a Borrower shall fail to select the duration of any Interest Period for any Term
SOFR Advances or EURIBOR Rate Advances in accordance with the provisions contained in the
definition of “Interest Period” in Section 1.01 and the provisions of this Section 2.03, or is not
entitled to Convert, Redenominate or continue such Advances into or as Term SOFR Advances
or EURIBOR Rate Advances pursuant to Section 2.03 or Section 2.10, the Agent will forthwith
so notify such Borrower and the Banks and such Advances will automatically, on the last day of
the then existing Interest Period therefor, Convert into Base Rate Advances. If a Borrower shall
fail to deliver a timely and complete request in respect of continuing, Converting or
Redenominating an RFR Advance prior to the RFR Interest Payment Date therefor in accordance
with the terms hereof, then, unless such RFR Advance is repaid as provided for herein, the
applicable Borrower shall be deemed to have selected that such Advance continue as an RFR
Advance bearing interest at a rate based upon the Daily Simple RFR for the applicable Agreed
Currency as of such RFR Interest Payment Date. If a Borrower on any day is unable or is not
entitled to Convert, Redenominate or continue such Advances into or as an RFR Advance
pursuant to Section 2.03 or Section 2.10, the Agent will forthwith so notify such Borrower and
-32-
the Banks and such Advances will automatically, on such day, Convert into Base Rate Advances
denominated in Dollars.

SECTION 2.03A. Terms of Local Currency Facility.

(a) The Local Currency Addendum sets forth (i) the maximum amount (expressed in
Dollar Amount) available to be borrowed from all Local Currency Banks under the Local
Currency Addendum (the “Total Local Currency Commitment”), which shall not exceed
$100,000,000, (ii) with respect to each Local Currency Bank, the maximum amount (expressed
in Dollar Amount) available to be borrowed from such Local Currency Bank thereunder (such
Bank’s “Local Currency Commitment”), and (iii) with respect to each Local Currency Bank, the
maximum amount (expressed in Dollar Amount) available to be borrowed from such Local
Currency Bank under the Same Day Local Currency Subfacility (such Bank’s “Same Day Local
Currency Commitment”). In no event shall a Local Currency Bank’s Local Currency
Commitment (or, if such Local Currency Bank is also a Japan Local Currency Bank, the sum of
its Local Currency Commitment and its Japan Local Currency Commitment) at any time exceed
such Bank’s Commitment. No Same Day Local Currency Advance shall be made in an Agreed
Currency other than Pounds Sterling or Euro without the prior written approval of all of the
Local Currency Banks and the Local Currency Agent.

(m) No Local Currency Advance may be made if the Dollar Amount of (i) outstanding
Local Currency Advances would exceed the Total Local Currency Commitment, (ii) any Local
Currency Bank’s Local Currency Advances would exceed its Local Currency Commitment, (iii)
the outstanding Advances would exceed the Total Commitment, (iv) the Revolving Credit
Obligations would exceed the Total Revolving Credit Commitment, (v) any Bank’s Revolving
Credit Advances, Local Currency Advances and Japan Local Currency Advances would exceed
such Bank’s Commitment, (vi) all Revolving Credit Advances to CFSC plus the Dollar Amount
of all Local Currency Advances and Japan Local Currency Advances would exceed CFSC’s
Allocation at such time, (vii) any Bank’s Revolving Credit Advances to CFSC plus such Bank’s
Local Currency Advances and Japan Local Currency Advances at such time would exceed such
Bank’s Allocated Commitment for CFSC at such time, or (viii) the outstanding Same Day Local
Currency Advances would exceed the Dollar Amount of the Same Day Local Currency
Subfacility.

(n) CIF and the Local Currency Agent shall furnish to the Agent, promptly following
the making, payment or prepayment of each Local Currency Advance, and at any other time at
the reasonable request of the Agent, a statement setting forth the outstanding Local Currency
Advances made under the Local Currency Addendum, which statement shall also indicate the
amount of the Local Currency Advances that are Same Day Local Currency Advances.

(o) CIF and the Local Currency Agent shall furnish to the Agent copies of any
amendment, supplement or other modification to the terms of any Local Currency Addendum
promptly after the effectiveness thereof.

(p) CFSC and CIF may terminate the Local Currency Addendum in their sole
discretion if there are not any Advances outstanding thereunder, by written notice to the Agent,
the Local Currency Agent and the Local Currency Banks, which notice shall be executed by
CFSC, CIF and, if such consent is required, each Local Currency Bank.

SECTION 2.03B. Making the Local Currency Advances. (a) Each Local Currency
Borrowing shall be made on a Business Day upon notice given by CIF to the Agent and the
Local Currency Agent, such notice to be given at the time specified in the Local Currency
Addendum. Each Local Currency Borrowing shall be in an aggregate Dollar Amount not less
than $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of
-33-
Local Currency Advances of the same Local Currency made on the same day to CIF by the Local
Currency Banks ratably according to their respective Local Currency Commitments. The Agent
(or in the case of a Same Day Local Currency Advance, the Local Currency Agent) shall give
each Local Currency Bank prompt notice thereof by facsimile or electronic mail. Each such
notice of a Local Currency Borrowing (a “Notice of Local Currency Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-2 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Local
Currency of such Borrowing, (iii) Interest Period for such Borrowing (where applicable) and (iv)
aggregate amount of such Borrowing.

(a) Subject to any alternative procedures set forth in the Local Currency Addendum,
each Local Currency Bank, for the account of its Applicable Lending Office, shall make such
Local Currency Bank’s ratable portion of such Local Currency Borrowing on the proposed date
thereof by wire transfer of immediately available funds to the Agent (or in the case of a Same
Day Local Currency Advance, the Local Currency Agent) by the time specified in the Local
Currency Addendum or Notice of Local Currency Borrowing, and the Agent (or in the case of a
Same Day Local Currency Advance, the Local Currency Agent) shall make such funds available
to CIF at the applicable Payment Office.

(q) Each Notice of Local Currency Borrowing shall be irrevocable and binding on
CFSC and CIF. CFSC and CIF, jointly and severally, shall indemnify each Local Currency Bank
against any loss, cost or expense reasonably incurred by such Local Currency Bank as a result of
any failure to fulfill on or before the date specified in such Notice of Local Currency Borrowing
for such Local Currency Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Local Currency Bank to fund the
Local Currency Advance to be made by such Local Currency Bank as part of such Local
Currency Borrowing when such Local Currency Advance, as a result of such failure, is not made
on such date.

(r) Unless the Agent (or, in the case of a Same Day Local Currency Advance, the
Local Currency Agent) shall have received notice from a Local Currency Bank prior to the time
of any Local Currency Borrowing that such Local Currency Bank will not make available to the
Agent or the Local Currency Agent, as applicable, such Local Currency Bank’s ratable portion of
such Local Currency Borrowing, the Agent or the Local Currency Agent, as applicable, may
assume that such Local Currency Bank has made such portion available to it on the date of such
Local Currency Borrowing in accordance with subsection (b) of this Section 2.03B and it may, in
reliance upon such assumption, make (but shall not be required to make) available to CIF on
such date a corresponding amount. If and to the extent that such Local Currency Bank shall not
have so made such ratable portion available to the Agent (or, in the case of a Same Day Local
Currency Advance, the Local Currency Agent), such Local Currency Bank and CIF severally
agree to repay to the Agent (or, in the case of a Same Day Local Currency Advance, the Local
Currency Agent) forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to CIF until the date such amount is
repaid to the Agent (or, in the case of a Same Day Local Currency Advance, the Local Currency
Agent) at (i) in the case of CIF, the interest rate applicable at the time to Local Currency
Advances comprising such Local Currency Borrowing and (ii) in the case of such Local
Currency Bank, the Federal Funds Rate or the Agent’s (or, in the case of a Same Day Local
Currency Advance, the Local Currency Agent’s) overdraft cost, if higher. If such Local
Currency Bank shall repay to the Agent (or, in the case of a Same Day Local Currency Advance,
the Local Currency Agent) such corresponding amount, such amount so repaid shall constitute
such Local Currency Bank’s Local Currency Advance as part of such Local Currency Borrowing
for purposes of this Agreement.

-34-
(s) The failure of any Local Currency Bank to make the Local Currency Advance to
be made by it as part of any Local Currency Borrowing shall not relieve any other Local
Currency Bank of its obligation hereunder to make its Local Currency Advance on the date of
such Local Currency Borrowing, but no Local Currency Bank shall be responsible for the failure
of any other Local Currency Bank to make the Local Currency Advance to be made by such
other Local Currency Bank on the date of any Local Currency Borrowing.

SECTION 2.03C. Terms of Japan Local Currency Facility.

(a) The Japan Local Currency Addendum sets forth (i) the maximum amount
(expressed in Dollar Amount) available to be borrowed from all Japan Local Currency Banks
under the Japan Local Currency Addendum (the “Total Japan Local Currency Commitment”),
which shall not exceed $100,000,000 and (ii) with respect to each Japan Local Currency Bank,
the maximum amount (expressed in Dollar Amount) available to be borrowed from such Japan
Local Currency Bank thereunder (such Bank’s “Japan Local Currency Commitment”). In no
event shall a Japan Local Currency Bank’s Japan Local Currency Commitment (or, if such Japan
Local Currency Bank is also a Local Currency Bank, the sum of its Japan Local Currency
Commitment and its Local Currency Commitment) at any time exceed such Bank’s
Commitment.

(t) No Japan Local Currency Advance may be made if the Dollar Amount of (i)
outstanding Japan Local Currency Advances would exceed the Total Japan Local Currency
Commitment, (ii) any Japan Local Currency Bank’s Japan Local Currency Advances would
exceed its Japan Local Currency Commitment, (iii) the outstanding Advances would exceed the
Total Commitment, (iv) the Revolving Credit Obligations would exceed the Total Revolving
Credit Commitment, (v) any Bank’s Revolving Credit Advances, Local Currency Advances and
Japan Local Currency Advances would exceed such Bank’s Commitment, (vi) all Revolving
Credit Advances to CFSC plus the Dollar Amount of all Local Currency Advances and Japan
Local Currency Advances would exceed CFSC’s Allocation at such time, or (vii) any Bank’s
Revolving Credit Advances to CFSC plus such Bank’s Local Currency Advances and Japan
Local Currency Advances at such time would exceed such Bank’s Allocated Commitment for
CFSC at such time.

(u) CFKK and the Japan Local Currency Agent shall furnish to the Agent, promptly
following the making, payment or prepayment of each Japan Local Currency Advance, and at
any other time at the reasonable request of the Agent, a statement setting forth the outstanding
Japan Local Currency Advances made under the Japan Local Currency Addendum.

(v) CFKK and the Japan Local Currency Agent shall furnish to the Agent copies of
any amendment, supplement or other modification to the terms of the Japan Local Currency
Addendum promptly after the effectiveness thereof.

(w) CFSC and CFKK may terminate the Japan Local Currency Addendum in their
sole discretion if there are not any Advances outstanding thereunder, by written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, which notice shall
be executed by CFSC, CFKK and, if such consent is required, each Japan Local Currency Bank.

SECTION 2.03D. Making the Japan Local Currency Advances. (a) Each Japan Local
Currency Borrowing shall be made on a Business Day upon notice given by CFKK to the Japan
Local Currency Agent, with a copy to the Agent, such notice to be given at the time specified in
the Japan Local Currency Addendum. Each Japan Local Currency Borrowing shall be in an
aggregate Dollar Amount not less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof and shall consist of Japan Local Currency Advances of the same Type made on
the same day to CFKK by the Japan Local Currency Banks ratably according to their respective
-35-
Japan Local Currency Commitments. The Japan Local Currency Agent shall give each Japan
Local Currency Bank prompt notice thereof by facsimile or electronic mail. Each such notice of
a Japan Local Currency Borrowing (a “Notice of Japan Local Currency Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-3 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of
Japan Local Currency Advances comprising such Japan Local Currency Borrowing, (iii) Interest
Period for such Borrowing and (iv) aggregate amount of such Borrowing.

(b) Subject to any alternative procedures set forth in the Japan Local Currency
Addendum, each Japan Local Currency Bank, for the account of its Applicable Lending Office,
shall make such Japan Local Currency Bank’s ratable portion of such Japan Local Currency
Borrowing on the proposed date thereof by wire transfer of immediately available funds to the
Japan Local Currency Agent by the time specified in the Japan Local Currency Addendum or
Notice of Japan Local Currency Borrowing, and the Japan Local Currency Agent shall make
such funds available to CFKK at the applicable Payment Office.

(x) Each Notice of Japan Local Currency Borrowing shall be irrevocable and binding
on CFSC and CFKK. CFSC and CFKK, jointly and severally, shall indemnify each Japan Local
Currency Bank against any loss, cost or expense reasonably incurred by such Japan Local
Currency Bank as a result of any failure to fulfill on or before the date specified in such Notice of
Japan Local Currency Borrowing for such Japan Local Currency Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired by such Japan
Local Currency Bank to fund the Japan Local Currency Advance to be made by such Japan
Local Currency Bank as part of such Japan Local Currency Borrowing when such Japan Local
Currency Advance, as a result of such failure, is not made on such date.

(y) Unless the Japan Local Currency Agent shall have received notice from a Japan
Local Currency Bank prior to the date of any Japan Local Currency Borrowing that such Japan
Local Currency Bank will not make available to the Japan Local Currency Agent such Japan
Local Currency Bank’s ratable portion of such Japan Local Currency Borrowing, the Japan Local
Currency Agent may assume that such Japan Local Currency Bank has made such portion
available to it on the date of such Japan Local Currency Borrowing in accordance with
subsection (b) of this Section 2.03D and it may, in reliance upon such assumption, make (but
shall not be required to make) available to CFKK on such date a corresponding amount. If and
to the extent that such Japan Local Currency Bank shall not have so made such ratable portion
available to the Japan Local Currency Agent, such Japan Local Currency Bank and CFKK
severally agree to repay to the Japan Local Currency Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is
made available to CFKK until the date such amount is repaid to the Japan Local Currency Agent
at (i) in the case of CFKK, the interest rate applicable at the time to Japan Local Currency
Advances comprising such Japan Local Currency Borrowing and (ii) in the case of such Japan
Local Currency Bank, the Federal Funds Rate or the Japan Local Currency Agent’s overdraft
cost, if higher. If such Japan Local Currency Bank shall repay to the Japan Local Currency
Agent such corresponding amount, such amount so repaid shall constitute such Japan Local
Currency Bank’s Japan Local Currency Advance as part of such Japan Local Currency
Borrowing for purposes of this Agreement.

(z) The failure of any Japan Local Currency Bank to make the Japan Local Currency
Advance to be made by it as part of any Japan Local Currency Borrowing shall not relieve any
other Japan Local Currency Bank of its obligation hereunder to make its Japan Local Currency
Advance on the date of such Japan Local Currency Borrowing, but no Japan Local Currency
Bank shall be responsible for the failure of any other Japan Local Currency Bank to make the

-36-
Japan Local Currency Advance to be made by such other Japan Local Currency Bank on the date
of any Japan Local Currency Borrowing.

SECTION 1.02. Fees. (a) Each of Caterpillar and CFSC shall pay to the Agent, for
the account of each Bank, a fee (each a “Commitment Fee” and collectively, the “Commitment
Fees”) calculated on a daily basis by multiplying the Commitment Fee Rate in effect on each day
by (i) for any period prior to the Term Loan Effective Date, the amount of such Bank’s unused
Allocated Commitment for such Borrower as in effect on such day or (ii) for any period from and
including the Term Loan Effective Date, the amount of such Bank’s Term Loan Advances to
such Borrower. The Commitment Fee shall be payable quarterly in arrears, commencing on
January 3, 2023 (for the period commencing on the Closing Date and ending on December 31,
2022, inclusive), on the first Business Day of each calendar quarter thereafter for the period of
the immediately preceding calendar quarter, and on the Facility Termination Date for the period
since the last payment of Commitment Fees. The “Commitment Fee Rate,” as of any date of
determination, shall at all times be determined in accordance with the table set forth on Schedule
II hereto, such rate to change for any Borrower when and as any Credit Rating of such Borrower
changes (and subject to the split-rating rules set forth in the definition of Applicable Margin).
The Commitment Fees allocable to each of Caterpillar and CFSC shall be the several obligation
of each.

(aa) The Borrowers shall pay (i) to the Agent, solely for its own account, the fees
specified in the Administrative Agent Fee Letter, dated July 20, 2022, among the Borrowers,
Citibank and the Agent, (ii) to the Agent, for the ratable account of each Bank, or to certain of
the Arrangers, for their own separate accounts, as applicable, the fees specified in the Joint Fee
Letter, in each case on the dates specified therein, and (iii) to the Agent, for the benefit of certain
of the Arrangers, for their own separate accounts, as applicable, the fees specified in the
Arranger Fee Letter, in each case on the date specified therein. No Person other than the Agent,
Citibank, Bank of America, JPMorgan and the Arrangers, as applicable, shall have any interest in
such fees.

SECTION 1.03. Reduction of the Commitments; Bank Additions. (a) Subject to
Section 2.18(c), the Borrowers shall have the right, upon at least three (3) Business Days’ notice
to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective
Commitments and Allocated Commitments of the Banks; provided that the aggregate amount of
the Allocated Commitments of the Banks to (i) Caterpillar shall not be reduced to an amount
which is less than the aggregate principal Dollar Amount of the Advances to Caterpillar then
outstanding and (ii) CFSC shall not be reduced to an amount which is less than the sum of the
aggregate principal Dollar Amount of the Advances to CFSC and the Local Currency Advances
and Japan Local Currency Advances then outstanding, and provided, further, that each partial
reduction shall be in the aggregate amount of $5,000,000 or an integral multiple thereof. Any
such reduction of each Bank’s Commitment will be an automatic reduction of such Bank’s
Revolving Credit Commitment in an identical amount.

(ab) Notwithstanding the foregoing, upon the acquisition of one Bank by another
Bank, or the merger, consolidation or other combination of any two or more Banks (any such
acquisition, merger, consolidation or other combination being referred to hereinafter as a
“Combination” and each Bank which is a party to such Combination being hereinafter referred to
as a “Combined Bank”), the Borrowers may notify the Agent that they desire to reduce the
Commitment of the Bank surviving such Combination (the “Surviving Bank”) to an amount
equal to the Commitment of that Combined Bank which had the largest Commitment of each of
the Combined Banks party to such Combination (such largest Commitment being the “Surviving
Commitment” and the Commitments of the other Combined Banks being hereinafter referred to,
collectively, as the “Retired Commitments”). If the Majority Banks (determined as set forth
below) and the Agent agree to such reduction in the Surviving Bank’s Commitment, then (i) the
-37-
aggregate amount of the Commitments shall be reduced by the Retired Commitments effective
upon the effective date of the Combination, provided, that, on or before such date the Borrowers
have paid in full the outstanding principal amount of the Advances of each of the Combined
Banks other than the Combined Bank whose Commitment is the Surviving Commitment, (ii)
from and after the effective date of such reduction, the Surviving Bank shall have no obligation
with respect to the Retired Commitments, and (iii) the Borrowers shall notify the Agent whether
they wish such reduction to be a permanent reduction or a temporary reduction. If such
reduction is to be a temporary reduction, then the Borrowers shall be responsible for finding one
or more financial institutions (each, a “Replacement Bank”), acceptable to the Agent (such
acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a
Bank hereunder with aggregate Commitments up to the amount of the Retired Commitments.
The Agent may require the Replacement Banks to execute such documents, instruments or
agreements as the Agent deems necessary or desirable to evidence such Replacement Banks’
agreement to become parties hereunder. For purposes of this Section 2.05(b), Majority Banks
shall be determined as if the reduction in the aggregate amount of the Commitments requested by
the Borrowers had occurred (i.e., the Combined Banks shall be deemed to have a single
Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments
shall be deemed to have been reduced by the Retired Commitments).

(b) The Borrowers shall have the right prior to the Revolving Credit Termination
Date, upon at least five (5) Business Days’ notice to the Agent, to add one or more bank or banks
as new Banks hereunder, or to increase the Commitment of any existing Bank with such existing
Bank’s prior written consent, pursuant to the terms hereof (any such addition of a new Bank or
increase in the Commitment of an existing Bank upon the request of the Borrowers pursuant to
this Section 2.05(c) being referred to as a “Bank Addition”); provided that (i) such proposed
Bank, in the case of a bank not already a Bank hereunder, is acceptable to the Agent (the
acceptance of the Agent not to be unreasonably withheld or delayed); (ii) after giving effect to
the proposed Bank Addition, no Bank’s Commitment would exceed 20% of the Total
Commitment; and (iii) after giving effect to the proposed Bank Addition, the Total Commitment
would not exceed 130% of the Total Commitment on (A) the Closing Date, if such Bank
Addition is to occur prior to any Extension Request having been made pursuant to Section
2.16(a) and (B) the date of the most recent Extension Request, if such Bank Addition is to occur
after any Extension Request has been made. Each notice of a proposed Bank Addition (a
“Notice of Bank Addition”) shall be by facsimile or electronic mail, confirmed immediately in
writing, in substantially the form of Exhibit B-5 hereto, specifying therein (i) the name and
address of the proposed Added Bank, (ii) the date on which the Borrowers wish such Bank
Addition to become effective, and (iii) the amount of the Commitment such Added Bank would
have hereunder after giving effect to such Bank Addition. If the conditions set forth in the
proviso contained in the first sentence of this Section 2.05(c) have been satisfied, the Agent shall
forward to such Added Bank and the Borrowers for execution by such Added Bank and the
Borrowers an Assumption and Acceptance. The Added Bank shall, upon such execution, return
the executed Assumption and Acceptance to the Agent, for the Agent’s acceptance thereof,
together with a processing and recordation fee of $3,500.

Upon such execution, delivery and acceptance, from and after the effective date specified
in each Assumption and Acceptance, the Added Bank shall, in addition to the rights and
obligations hereunder held by it immediately prior to such effective date (if any), have the rights
and obligations hereunder that have been assumed by it pursuant to such Assumption and
Acceptance and, in the case of a bank not previously a Bank hereunder, shall become a Bank
hereunder.

By executing and delivering an Assumption and Acceptance, each Added Bank confirms
to and agrees with each party hereto as follows: (i) neither the Agent nor any Bank makes any
representation or warranty, nor assumes any responsibility with respect to, any statements,
-38-
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (ii) neither the Agent nor any Bank
makes any representation or warranty, nor assumes any responsibility with respect to, the
financial condition of any Borrower or the performance or observance by any Borrower of any of
its obligations under this Agreement or any other instrument or document furnished pursuant
hereto.

The Agent shall maintain at its address referred to in Section 8.02 a copy of each
Assumption and Acceptance delivered to and accepted by it. Such copies shall be available for
inspection by the Borrowers or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

Upon its receipt of an Assumption and Acceptance executed by an Added Bank and the
Borrowers, the Agent shall, if such Assumption and Acceptance has been completed and is in
substantially the form of Exhibit C-2 hereto, (i) accept such Assumption and Acceptance, and (ii)
give prompt notice thereof to the Borrowers. Within five (5) Business Days after receipt of such
notice, if requested by an Added Bank, each Borrower, at its own expense, shall execute and
deliver to the Agent a new Note or Notes to the order of such Added Bank. Such new Note or
Notes shall be dated the effective date of such Assumption and Acceptance and shall otherwise
be in substantially the form of Exhibit A hereto.

(c) If there are any Revolving Credit Advances outstanding on the effective date of
any Assumption and Acceptance, the Added Bank shall purchase from the other Banks such
participations in such Revolving Credit Advances as shall be necessary to cause such Added
Bank to share ratably (based on the proportion that such Added Bank’s Revolving Credit
Commitment bears to the Total Revolving Credit Commitment after giving effect to the Bank
Addition) in each such Revolving Credit Advance. To purchase such participations, the Added
Bank shall before 12:00 noon (New York City time) on the effective date of its Assumption and
Acceptance, make available for the account of its Applicable Lending Office to the Agent at its
address referred to in Section 8.02, in the applicable Agreed Currency and in same day funds,
such Added Bank’s ratable portion (based on the proportion that such Added Bank’s Revolving
Credit Commitment (or the increase in such Added Bank’s Revolving Credit Commitment, in the
case of an Added Bank which is an existing Bank hereunder) bears to the Total Revolving Credit
Commitment after giving effect to the Bank Addition) of each Revolving Credit Borrowing then
outstanding, together with an amount equal to such ratable portion of the interest which has
accrued to such date and remains unpaid on such Revolving Credit Borrowing. After the Agent’s
receipt of such funds, the Agent will promptly make such same day funds available to the
account of each Bank in an amount to such Bank’s ratable portion of such payment by the Added
Bank. In addition, if such Added Bank acquires a Local Currency Commitment or a Japan Local
Currency Commitment, automatically upon and simultaneously with becoming an Added Bank,
such Added Bank shall have acquired a ratable risk participation in all then outstanding Local
Currency Advances or Japan Local Currency Advances, as applicable, with such ratable risk
participation based on such Added Bank’s Local Currency Commitment or Japan Local
Currency Commitment as a fraction of the aggregate of all Local Currency Commitments or
Japan Local Currency Commitments, as applicable.

SECTION 1.01. Repayment of Advances. Each Borrower shall repay the principal
amount (or the portion thereof remaining after giving effect to any earlier partial prepayments
thereof) of each Advance made to such Borrower by each Bank (other than a Term Loan
Advance) on the last day of the Interest Period, where applicable, for such Advance. RFR
Advances (other than a Term Loan Advance) shall be repaid on the RFR Interest Payment Date
therefor. Each Borrower shall repay the principal amount (or the portion thereof remaining after

-39-
giving effect to any earlier partial repayment thereof) of each Term Loan Advance outstanding to
such Borrower from each Bank on the Term Loan Repayment Date.

SECTION 1.02. Interest on Advances. Each Borrower shall pay interest on the
unpaid principal amount of each Advance made to such Borrower by each Bank from the date of
such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a) Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the Base Rate in
effect from time to time plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period (or, with respect to any portion thereof that shall be prepaid
pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the
date of such prepayment); or if such Advance is a Japan Base Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the Japan Base Rate
in effect from time to time plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period (or with respect to any portion thereof that shall be prepaid
pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement or the
Japan Local Currency Addendum, on the date of such prepayment).

(b) Term SOFR Advances and EURIBOR Rate Advances. If such Advance is a
Term SOFR Advance or a EURIBOR Rate Advance, a rate per annum equal at all times during
the Interest Period for such Advance to the sum of Adjusted Term SOFR or EURIBOR Rate, as
applicable, for such Advance for such Interest Period plus the Applicable Margin in effect from
time to time, payable on the last day of such Interest Period (or, with respect to any portion
thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms
of this Agreement, on the date of such prepayment) and, if such Interest Period has a duration of
more than three months, on the day which occurs during such Interest Period three months from
the first day of such Interest Period.

(c) RFR Advances. If such Advance is an RFR Advance, a rate per annum equal at
all times while such Advance is outstanding to the sum of the Daily Simple RFR in effect from
time to time for such RFR Advance plus the Applicable Margin in effect from time to time,
payable on each RFR Interest Payment Date while such RFR Advance is outstanding (or, with
respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in
accordance with the terms of this Agreement, on the date of such prepayment).
(d) Post-Default Interest. Upon the occurrence, and during the continuance, of any
Event of Default, the unpaid principal amount of each Advance shall bear interest at a rate per
annum equal at all times to 2% per annum above the rate per annum otherwise required to be
paid on such Advance in accordance with subsection (a), (b) or (c) above; provided that any
amount of principal which is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is due until such amount is
paid in full, payable on demand, at a rate per annum equal at all times to the greater of (x) 2% per
annum above the Base Rate in effect from time to time and (y) 2% per annum above the rate per
annum required to be paid on such Advance immediately prior to the date on which such amount
became due.

SECTION 1.03. Interest Rate Determination. The Agent shall give prompt notice
to the Borrowers and the Banks (or the Local Currency Banks or Japan Local Currency Banks, as
applicable) of the applicable interest rate determined by the Agent for purposes of Section
2.07(a), (b) or (d) (or by each Japan Local Currency Bank for the purpose of determining the
applicable interest rate under Section 2.07(c) and (d), if applicable). With respect to RFR
Advances under Section 2.07(c), the Agent, in the applicable notice, shall provide the Borrowers
and the Banks (or the Local Currency Banks or Japan Local Currency Banks, as applicable) with
-40-
the amount of interest accrued and due and payable on the applicable RFR Interest Payment Date
for such RFR Advance.

SECTION 1.04. Prepayments of Advances.

(a) Any Borrower may, upon at least three (3) Business Days’ prior notice to the
Agent, stating (i) the proposed date and aggregate principal amount of the prepayment and (ii)
the Advances (which shall be part of the same Borrowing) to which such prepayment is to be
applied, and if such notice is given such Borrower shall, prepay the outstanding principal
amounts of the Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate principal Dollar
Amount of not less than $10,000,000 and in an integral Dollar Amount multiple of $1,000,000 in
excess thereof and (y) in the case of any such prepayment of a Term SOFR Advance or a
EURIBOR Rate Advance or an RFR Advance, such Borrower shall be obligated to reimburse the
applicable Banks in respect thereof pursuant to Section 8.04(b).

(b) If on any date that the Dollar Amount of (i) EURIBOR Rate Advances or RFR
Advances outstanding in an Agreed Currency, (ii) Local Currency Advances or (iii) Japan Local
Currency Advances, is determined pursuant to Section 2.15 (each such date, a “Computation
Date”), it is determined that as a result of currency fluctuations with respect to the Advances to
which such Computation Date applies, the aggregate Dollar Amount of (x) all outstanding
Advances exceeds the Total Commitment, or (y) all outstanding Revolving Credit Obligations
exceeds the Total Revolving Credit Commitment, the Borrowers shall on such date prepay
(without premium or penalty other than any payment required pursuant to Section 8.04(b)) an
aggregate principal amount of Revolving Credit Advances (or Term Loan Advances, if
applicable) ratably to the Banks in an amount equal to or, at the option of the Borrowers, greater
than such excess, with accrued interest to the date of such prepayment on the principal amount
prepaid. For purposes of the determination referred to in the previous sentence, if a
Disqualifying Event of the type described in clause (ii) of the definition of “Eligible Currency”
exists, then such determination shall be made in consultation with the Co-Syndication Agents
using any method they deem reasonably appropriate, and such determination shall be conclusive.
The Borrowers may determine which Borrowing such prepayment shall be allocated to, and any
such prepayment of EURIBOR Rate Advances or RFR Advances shall be subject to the
provisions of Section 8.04(b).
SECTION 1.10. Increased Costs; Capital Adequacy; Illegality. (a) If, due to either
(i) the introduction of or any change (other than any change by way of imposition or increase of
reserve requirements, in the case of EURIBOR Rate Advances, to the extent already included in
the EURIBOR Rate Reserve Percentage) in or in the interpretation of any law or regulation or
(ii) the compliance with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall be any increase in the cost to any
Bank of agreeing to make or making, funding or maintaining Term SOFR Advances, EURIBOR
Rate Advances or RFR Advances, then the applicable Borrower shall from time to time, upon
written demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for
the account of such Bank additional amounts sufficient to compensate such Bank for such
increased cost; provided, that (x) such Bank shall have certified in writing to the applicable
Borrower that it is generally seeking, or intends to generally seek, comparable compensation
from similarly situated borrowers under similar credit facilities (to the extent such Bank has the
right under such similar credit facilities to do so) with respect to such change regarding such
increased cost and (y) such additional amounts shall not be duplicative of any amounts to the
extent otherwise paid by the applicable Borrower under any other provision of this Agreement
(including, without limitation, any reserve requirements included in determining the EURIBOR
Rate). A certificate describing in reasonable detail the amount of such increased cost, submitted
-41-
to the Borrowers and the Agent by such Bank, shall create a rebuttable presumption of such
increased cost. If any such increase in cost is attributable to specific Advances made to a
particular Borrower, compensation for such increased cost shall be paid by such Borrower (or if
such Borrower is CIF or CFKK, by CFSC). In all other cases, compensation for such increased
cost shall be paid by Caterpillar.

(a) If any Bank determines that compliance with any law or regulation or any
guideline or request from any central bank or other Governmental Authority (whether or not
having the force of law) affects or would affect the amount of capital or liquidity required or
expected to be maintained by such Bank or by any Person controlling such Bank and that the
amount of such capital or liquidity requirement is increased by or based upon the existence of
such Bank’s Advances or commitment to lend hereunder, then, upon written demand by such
Bank (with a copy of such demand to the Agent), the applicable Borrower shall immediately pay
to the Agent for the account of such Bank, from time to time as specified by such Bank,
additional amounts sufficient to compensate such Bank (or, if applicable, such Person controlling
such Bank) in the light of such circumstances, to the extent that such Bank reasonably
determines such increase in capital or liquidity requirement to be allocable to the existence of
such Bank’s commitment to lend hereunder; provided, that (x) such Bank shall have certified in
writing to the applicable Borrower that it is generally seeking, or intends to generally seek,
comparable compensation from similarly situated borrowers under similar credit facilities (to the
extent such Bank has the right under such similar credit facilities to do so) with respect to such
change regarding such increased cost and (y) such additional amounts shall not be duplicative of
any amounts to the extent otherwise paid by the applicable Borrower under any other provision
of this Agreement (including, without limitation, any reserve requirements included in
determining the EURIBOR Rate). A certificate describing in reasonable detail such amounts
submitted to the applicable Borrower by such Bank shall create a rebuttable presumption of such
amounts. If any such increase in capital or liquidity requirement is attributable to specific
Advances made to a particular Borrower or to the Allocated Commitments to a particular
Borrower or Borrowers, compensation for such increase in capital or liquidity requirement shall
be paid by such Borrower (or if such Borrower is CIF or CFKK, by CFSC). In all other cases,
compensation for such increased capital or liquidity requirement shall be paid by Caterpillar.

(e) If any Bank shall notify the Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful, for such Bank or its Euro Lending Office or
RFR Lending Office to perform its obligations hereunder to make Local Currency Advances,
RFR Advances, EURIBOR Rate Advances or Term SOFR Advances or to fund or maintain
Local Currency Advances, RFR Advances, Term SOFR Advances or EURIBOR Rate Advances
hereunder, (i) all Local Currency Advances, RFR Advances, EURIBOR Rate Advances and
Term SOFR Advances of such Bank to any Borrower then outstanding shall be Redenominated
into Dollars and begin bearing interest at the Base Rate (or in the case of RFR Advances
denominated in Japanese Yen, be maintained in Japanese Yen but begin bearing interest at the
Japan Base Rate) for the Interest Period selected by such Borrower in accordance with the
procedures of Section 2.02(a) or Section 2.03(a), notwithstanding any prior election by such
Borrower to the contrary, either (x) one Business Day after such notice, or (y) if such Bank may
lawfully continue to maintain and fund such Advances at the applicable EURIBOR Rate or Term
SOFR to a later day during such Interest Period, on such later day (in which case such Borrower
shall in addition reimburse such Bank for any resulting losses as provided in Section 8.04(b)) and
(ii) the obligation of such Bank to make Local Currency Advances, RFR Advances, EURIBOR
Rate Advances or Term SOFR Advances, as applicable, shall be suspended until such Bank shall
notify the Agent that the circumstances causing such suspension no longer exist, and until such
notification has been given (i) in the case of Local Currency Advances, RFR Advances,
EURIBOR Rate Advances or Term SOFR Advances, such Bank shall fund its Local Currency
Advance made in connection with each Local Currency Borrowing and Revolving Credit
-42-
Advance made in connection with each Revolving Credit Borrowing comprised of EURIBOR
Rate Advances, Term SOFR Advances or RFR Advances as a Base Rate Advance, and (ii) in the
case of a Japan Local Currency Advance, the Japan Local Currency Banks shall fund each Japan
Local Currency Borrowing with Japan Base Rate Advances.

(f) If the Majority Banks (or the Majority Local Currency Banks, as applicable) shall,
at least one (1) Business Day before the requested date of, or the proposed Conversion,
Redenomination or continuation of the Advances comprising all or part of, any requested
Revolving Credit Borrowing, Term Loan Borrowing or Local Currency Borrowing (or on the
date of such Local Currency Borrowing, in the case of a Same Day Local Currency Borrowing),
notify the Agent that Term SOFR for Term SOFR Advances, the EURIBOR Rate for EURIBOR
Rate Advances, or Daily Simple RFR for the RFR Advances comprising such Borrowing will
not adequately reflect the cost to such Majority Banks (or such Majority Local Currency Banks,
as applicable) of making or funding their respective Term SOFR Advances, EURIBOR Rate
Advances or RFR Advances for such Revolving Credit Borrowing, Local Currency Borrowing or
Term Loan Borrowing, the Agent shall so notify the Borrowers, and (1) each such outstanding
Term SOFR Advance or EURIBOR Rate Advance, as applicable, will automatically, on the last
day of the then existing Interest Period therefor, Convert into (or if such Advance is then a Base
Rate Advance, shall continue as), and with respect to a requested Advance as part of a requested
Borrowing, such Advance shall be, a Base Rate Advance, (2) each such outstanding RFR
Advance will automatically, on the day such notice is delivered, Convert into, and with respect to
a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate
Advance, and (3) the right of the requesting Borrower to select Term SOFR, the EURIBOR Rate
or RFR for such Borrowing, and the right of any Borrower to Convert Advances into, or continue
Advances as, Term SOFR Advances, EURIBOR Rate Advances or RFR Advances, or to select
Term SOFR, the EURIBOR Rate or RFR for any subsequent Borrowing, shall be suspended
until the Agent shall notify the Borrowers and the Banks that the circumstances causing such
suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate
Advance.

(g) If the Majority Japan Local Currency Banks shall, at least one (1) Business Day
before the requested date of, or the proposed Conversion or continuation of the Advances
comprising all or part of any requested Japan Local Currency Borrowing (or on the date of such
Borrowing if it is being requested on a same-day basis), notify the Japan Local Currency Agent
that TONAR for TONAR Advances comprising such Borrowing will not adequately reflect the
cost to such Majority Japan Local Currency Banks of making or funding their respective
TONAR Advances for such Japan Local Currency Borrowing, the Japan Local Currency Agent
shall so notify CFKK and (1) each such outstanding TONAR Advance will automatically, on the
day such notice is delivered, Convert (or if such Advance is then a Japan Base Rate Advance,
shall continue as), and with respect to a requested Japan Local Currency Advance as part of a
requested Borrowing, such Japan Local Currency Advance shall be a Japan Base Rate Advance,
and (2) the right of CFKK to select TONAR for such Borrowing, and the right of CFKK to
Convert Advances into, or continue Advances as, TONAR Advances, or select TONAR for any
subsequent Borrowing, shall be suspended until the Japan Local Currency Agent shall notify the
Borrowers and the Japan Local Currency Banks that the circumstances causing such suspension
no longer exist, and each Advance comprising such Borrowing shall be a Japan Base Rate
Advance.

(h) In the event that a Bank (an “Affected Bank”) either demands payment from any
Borrower at any time pursuant to subsection (a) or (b) of this Section 2.10 or fails to consent to
any extension of the Current Termination Date requested by the Borrowers under Section 2.16,
then from such time and for so long thereafter as such Bank remains an Affected Bank, the
Borrowers may either (1) terminate such Affected Bank’s Commitment hereunder or (2) replace
such Affected Bank with another bank or banks acceptable to the Agent (the consent of the
-43-
Agent not to be unreasonably withheld or delayed); provided that (i) no Event of Default has
occurred and is continuing at such time, (ii) in the case of clause (2), the Affected Bank and the
replacement bank(s) execute and deliver to the Agent an Assignment and Acceptance and such
other documents, agreements and instruments as the Agent may reasonably require in order to
effectuate the assumption by such replacement bank(s) of the Affected Bank’s obligations
hereunder, and (iii) the Affected Bank has been paid all amounts due to it hereunder. In no event
shall the replacement of an Affected Bank impair or otherwise affect the obligation of the
applicable Borrower or Borrowers to make the payments demanded by such Affected Bank
pursuant to this Section 2.10 and, if applicable, Section 8.04(b).

(i) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives relating to
capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a change in law and be eligible for redress pursuant to clause (a), (b) and (c), as applicable,
of this Section 2.10, regardless of the date enacted, adopted or issued.

SECTION 1.1.Payments and Computations.

(b) The Borrowers shall make each payment hereunder and under the Notes (except
with respect to principal of, interest on, and other amounts relating to Local Currency Advances,
Japan Local Currency Advances or Advances denominated in an Agreed Currency other than
Dollars), without set-off, deduction, or counterclaim, not later than 11:00 A.M. (New York City
time) on the day when due in Dollars to the Agent in same day funds by deposit of such funds to
the Agent’s account maintained at the Payment Office for Dollars in New York City. The
Borrowers shall make each payment hereunder and under the Notes with respect to principal of,
interest on, and other amounts relating to Advances (other than Local Currency Advances or
Japan Local Currency Advances) denominated in an Agreed Currency other than Dollars,
without set-off, deduction, or counterclaim, not later than 11:00 A.M. (London time) on the day
when due in such Agreed Currency to the Agent in same day funds by deposit of such funds to
the Agent’s account maintained at the Payment Office for such Agreed Currency. CIF shall
make each payment under the Local Currency Addendum with respect to principal of, interest
on, and other amounts relating to Local Currency Advances without set-off, deduction, or
counterclaim, not later than 11:00 a.m. (London time) on the day when due in the applicable
Local Currency to the Agent (or in the case of a Same Day Local Currency Advance, the Local
Currency Agent) in same day funds by deposit of such funds to the Agent’s or the Local
Currency Agent’s, as applicable, account maintained at the Payment Office for such Local
Currency. CFKK shall make each payment under the Japan Local Currency Addendum with
respect to principal of, interest on, and other amounts relating to Japan Local Currency
Advances, without set-off, deduction, or counterclaim, not later than 11:00 a.m. (Tokyo time) on
the day when due in Japanese Yen to the Japan Local Currency Agent in same day funds by
deposit of such funds to the Japan Local Currency Agent’s account at the Payment Office set
forth in the Japan Local Currency Addendum. The Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or fees ratably (other than amounts payable
pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04) to the applicable Banks for the account
of their respective Applicable Lending Offices, and like funds relating to the payment of any
other amount payable to any Bank to such Bank for the account of its Applicable Lending Office,
in each case to be applied in accordance with the terms of this Agreement. For the avoidance of
doubt and notwithstanding the foregoing, if an event of the type described in clause (i) of the
definition of “Eligible Currency” is continuing, any principal or interest in respect of any
Advances made in such currency may be repaid in Dollars.
-44-
(c) All computations of interest based on the Base Rate determined pursuant to clause
(a) or (b) of the definition thereof shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be; all computations of interest on Advances in Pounds Sterling and
Japanese Yen shall be made on the basis of a year of 365 or 366 days, as the case may be; and all
computations of interest based on the EURIBOR Rate, Term SOFR or the Federal Funds Rate,
and all computations of the Commitment Fees shall be made by the Agent on the basis of a year
of 360 days, in each case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or Commitment Fees are payable. Each
determination by the Agent, the Local Currency Agent or the Japan Local Currency Agent, as the
case may be, of an interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

(d) Whenever any payment hereunder or under the Notes shall be stated to be due on
a day other than a Business Day (including any RFR Interest Payment Date), such payment shall
be made on the next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or Commitment Fees, as the case may be;
provided, however, if such extension would cause payment of interest on or principal of Term
SOFR Advances, EURIBOR Rate Advances or RFR Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day and such
contraction of time shall in such case reduce the days included in the computation of payment of
interest.

(e) Unless the Agent shall have received notice from a Borrower prior to the date on
which any payment is due to the Banks hereunder that such Borrower will not make such
payment in full, the Agent may assume that such Borrower has made such payment in full to the
Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed
to each Bank on such due date an amount equal to the amount then due such Bank. If and to the
extent that such Borrower shall not have so made such payment in full to the Agent, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such Bank together
with interest thereon, for each day from the date such amount is distributed to such Bank until
the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

SECTION 1.11. Taxes. (a) Any and all payments by any of the Borrowers
hereunder, under the Local Currency Addendum, under the Japan Local Currency Addendum or
under each of the Notes shall be made, in accordance with Section 2.11, free and clear of and
without deduction for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank, the
Local Currency Agent, the Japan Local Currency Agent and the Agent, (i) taxes imposed on its
net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such
Bank, the Local Currency Agent, the Japan Local Currency Agent or the Agent (as the case may
be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed
on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s Applicable
Lending Office or any political subdivision thereof and (ii) any U.S. federal withholding taxes
imposed under FATCA (all such non excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable hereunder, under the
Local Currency Addendum, under the Japan Local Currency Addendum or under any Note to
any Bank, the Local Currency Agent, the Japan Local Currency Agent or the Agent, (i) the sum
payable by such Borrower shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this
Section 2.12) such Bank, the Local Currency Agent, the Japan Local Currency Agent or the
Agent (as the case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Borrower shall make such deductions and (iii) such

-45-
Borrower shall pay the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

(f) In addition, the Borrowers agree to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder, under the Local Currency Addendum, under the Japan Local
Currency Addendum or under the Notes or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, the Local Currency Addendum, the Japan Local
Currency Addendum or the Notes (hereinafter referred to as “Other Taxes”). If any such Other
Taxes are attributable to a specific Borrower, they shall be paid by such Borrower (or in the case
of CFKK or CIF, by CFSC). In all other cases, they shall be paid by Caterpillar.

(j) Each Borrower will indemnify each Bank, the Local Currency Agent, the Japan
Local Currency Agent and the Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.12) paid by such Bank, the Local Currency Agent, the Japan Local Currency
Agent or the Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall be made within
30 days from the date such Bank, the Local Currency Agent, the Japan Local Currency Agent or
the Agent (as the case may be) makes written demand therefor.

(k) Within 30 days after the date of any payment of Taxes, the Borrower paying such
Taxes will furnish to the Agent, at its address referred to in Section 8.02, a copy of a receipt
evidencing payment thereof; provided, however, that such copy shall be furnished solely for the
purpose of enabling the Agent to verify the payment of such Taxes by such Borrower as required
above. If no Taxes are payable in respect of any payment hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under the Notes, the Borrowers will
furnish to the Agent, at such address, a certificate from each appropriate taxing authority, or an
opinion of counsel acceptable to the Agent, in either case stating that such payment is exempt
from or not subject to Taxes; provided, however, that if any Bank, the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as a recipient of payments called for hereunder, shall
be exempt from or entitled to a reduced rate of any Taxes, particularly those imposed by way of
withholding, whether by virtue of the provisions of a relevant treaty or otherwise, it shall be
incumbent upon such Bank, the Agent, the Local Currency Agent or the Japan Local Currency
Agent to (a) so inform the Borrowers, (b) furnish to the Borrowers whatever certification or other
documentation may be required by law or regulation to establish such exemption or reduced rate,
and (c) cooperate with the Borrowers in any and all other respects to the extent necessary to
establish such exemption or eligibility for reduced rate.

(l) Any Bank whose Advances have resulted in the imposition of Taxes shall use its
best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such
steps as would eliminate or reduce the amount of such Taxes; provided that no such steps shall
be required to be taken if, in the reasonable judgment of such Bank, such steps would be
disadvantageous to such Bank.

(m) Without prejudice to the survival of any other agreement of the Borrowers
hereunder, the agreements and obligations of the Borrowers contained in this Section 2.12 shall
survive the payment in full of principal and interest hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum and under the Notes.

SECTION 1.2.Sharing of Payments, Etc. If any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set off, or otherwise) on account of
the Revolving Credit Advances made by it (other than pursuant to Sections 2.02(c), 2.05(d),
2.10, 2.12 or 8.04) in excess of its ratable share of payments on account of the Revolving Credit
-46-
Advances obtained by all the Banks, such Bank shall forthwith notify the Agent thereof and
purchase from the other Banks such participations in the Revolving Credit Advances made by
them as shall be necessary to cause such purchasing Bank to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank shall be
rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of
such recovery together with an amount equal to such Bank’s ratable share (according to the
proportion of (i) the amount of such Bank’s required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. Each Borrower agrees that any
Bank so purchasing a participation from another Bank pursuant to this Section 2.13 may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of set off)
with respect to such participation as fully as if such Bank were the direct creditor of such
Borrower in the amount of such participation.

SECTION 1.3.Tax Forms. Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code), other than any Local Currency Bank or Japan Local
Currency Bank that is an Affiliate, branch or agency of a Bank, shall submit to the Borrowers
and the Agent, on or before the Closing Date (or in the case of any Person becoming a Bank
hereunder pursuant to Section 2.05(c) or Section 8.07, on or before the date of acceptance by the
Agent of the applicable Assumption and Acceptance or Assignment and Acceptance), duly
completed and signed copies of either Form W-8BEN or Form W-8BEN-E (relating to such
Bank and entitling it to a complete exemption from withholding on all amounts to be received by
such Bank at any Applicable Lending Office designated by such Bank, including fees, under this
Agreement) or Form W-8ECI (relating to all amounts to be received by such Bank at any
Applicable Lending Office designated by such Bank, including fees, under this Agreement) of
the United States Internal Revenue Service and Form W-8BEN or Form W-8BEN-E (relating to
the foreign status exemption from United States federal income tax backup withholding), or, in
any such case, such successor forms as shall be adopted from time to time by the relevant United
States taxing authorities. Thereafter and from time to time, each such Bank shall, to the extent
that it may lawfully do so, submit to the Borrowers and the Agent such additional duly
completed and signed copies of one or the other of such forms (or such successor forms as shall
be adopted from time to time by the relevant United States taxing authorities) as may be (i)
requested by the Borrowers or the Agent from such Bank and (ii) required under then current
United States law or regulations to determine the United States withholding taxes on payment in
respect of all amounts to be received by such Bank at any Applicable Lending Office designated
by such Bank, including fees, under this Agreement. Upon the request of the Borrowers or the
Agent, each Bank that is a United States person (as such term is defined in Section 7701(a)(30)
of the Code) shall submit to the Borrowers and the Agent a certificate to the effect that it is such
a United States person. If any Bank determines that it is unable to submit to the Borrowers and
the Agent any form or certificate that such Bank is obligated to submit pursuant to this Section
2.14, or that such Bank is required to withdraw or cancel any such form or certificate previously
submitted, such Bank shall promptly notify the Borrower and the Agent of such fact. In addition,
if a payment made to a Bank hereunder, under the Local Currency Addendum, under the Japan
Local Currency Addendum or under any of the Notes would be subject to U.S. federal
withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Bank shall deliver to the Borrowers and the Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrowers or the
Agent such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with
their obligations under FATCA and to determine that such Bank has complied with such Bank’s
obligations under FATCA or to determine the amount to deduct and withhold from such
-47-
payment. Solely for purposes of this Section 2.14, “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.

SECTION 1.4.Market Disruption; Denomination of Amounts in Dollars.

(g) Market Disruption. Notwithstanding the satisfaction of all conditions referred to
in Article III and this Article II with respect to any Borrowing in any Agreed Currency other than
Dollars, if there shall occur on or prior to the date of such Borrowing, or the continuation,
Conversion or Redenomination of such Borrowing in or to an Agreed Currency other than
Dollars, any change in national or international financial, political or economic conditions or
currency exchange rates, exchange controls or interest rate quotation sources which would (i) in
the reasonable opinion of the Borrowers, the Majority Local Currency Banks (in the case of a
Local Currency Borrowing), the Agent or the Banks having at least 66-2/3% of the Available
Revolving Credit Commitments, in the case of a Revolving Credit Borrowing, or 66-2/3% of the
then aggregate outstanding Term Loan Advances, in the case of a Term Loan Borrowing, make it
impracticable for EURIBOR Rate Advances or RFR Advances comprising such Borrowing to be
denominated in the Agreed Currency specified by the applicable Borrower, then the Agent shall
forthwith give notice thereof to such Borrower, the Local Currency Banks and the Banks, or the
applicable Borrower shall give notice to the Agent, the Local Currency Banks and the Banks, as
the case may be, and such EURIBOR Rate Advances or RFR Advances shall not be denominated
in such currency but shall be made on the date of such Borrowing, or continued, Converted or
Redenominated, as applicable, on the date of such continuation, Conversion or Redenomination,
in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Notice of Borrowing, or the Dollar Amount of the
Advances being continued, Converted or Redenominated, as applicable, as Base Rate Advances,
unless the applicable Borrower notifies the Agent at least one (1) Business Day before such date
that (x) in the case of a requested Borrowing, it elects not to borrow on such date or (y) in the
case of a requested Borrowing, continuation, Conversion or Redenomination, it elects to borrow
on such date in a different Agreed Currency, or continue the applicable Advances in, or Convert
or Redenominate the applicable Advances to, a different Agreed Currency, in which the
denomination of such Advances would in the opinion of the Agent, the Majority Local Currency
Banks (in the case of a Local Currency Borrowing) or the Banks having at least 66-2/3% of the
Available Revolving Credit Commitments, in the case of a Revolving Credit Borrowing, or
66-2/3% of the then aggregate outstanding Term Loan Advances, in the case of a Term Loan
Borrowing, be practicable and in an aggregate principal amount equal to the Dollar Amount of
the aggregate principal amount specified in the related Notice of Borrowing, or the Dollar
Amount of the Advances being continued, Converted or Redenominated, as applicable, or (ii) in
the reasonable opinion of any Bank, make it impracticable for the EURIBOR Rate Advance or
RFR Advance of such Bank comprising part of such Borrowing to be denominated in the Agreed
Currency specified by the applicable Borrower, then the Agent shall forthwith give notice thereof
to such Borrower, and the EURIBOR Rate Advance or RFR Advance of such Bank as part of
such Borrowing shall not be denominated in such currency but shall be made on the date of such
Borrowing, or continued, Converted or Redenominated, as applicable, in Dollars, in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount of such Bank’s
Advance, as a Base Rate Advance, unless the applicable Borrower notifies the Agent at least one
(1) Business Day before such date that (x) in the case of a requested Borrowing, it elects not to
borrow on such date or (y) in the case of a requested Borrowing, continuation, Conversion or
Redenomination, it elects to borrow on such date in a different Agreed Currency, or continue the
applicable Advances as, or Convert or Redenominate the applicable Advances to a different
Agreed Currency, in which the denomination of all such Advances as part of such Borrowing
would in the opinion of the Agent, the Majority Local Currency Banks (in the case of a Local
Currency Borrowing) or the Banks having at least 66-2/3% of the Available Revolving Credit
Commitments, in the case of a Revolving Credit Borrowing, or 66-2/3% of the then aggregate
outstanding Term Loan Advances, in the case of a Term Loan Borrowing, be practicable and in
-48-
an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount
specified in the related Notice of Borrowing, or the Dollar Amount of the Advances being
continued, Converted or Redenominated, as applicable.

(h) Calculation of Amounts. Except as set forth below, all amounts referenced in this
Article II shall be calculated using the Dollar Amount determined based upon the Equivalent
Amount in effect as of the date of any determination thereof; provided, however, that to the
extent any Borrower shall be obligated hereunder to pay in Dollars any Borrowing denominated
in a currency other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Borrowing (calculated based upon the Equivalent Amount in effect on the date of payment
thereof). Notwithstanding anything herein to the contrary, the full risk of currency fluctuations
shall be borne by the Borrowers and the Borrowers agree to indemnify and hold harmless each
Local Currency Bank, each Japan Local Currency Bank, the Agent and the Banks from and
against any loss resulting from any Borrowing denominated in a currency other than in Dollars.

(i) Benchmark Replacement Setting. Notwithstanding anything to the contrary
herein or in any other Loan Document:

(i) Replacing Other and Future Benchmarks. Upon the occurrence of a
Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of any such
Benchmark as follows. If such Benchmark Replacement is determined under clause (1)
of the definition thereof, then, on the Benchmark Replacement Date therefor, such
Benchmark Replacement will replace such Benchmark without any amendment to, or
further action or consent of any other party to, this Agreement or any Loan Document as
of such Benchmark Replacement Date. If such Benchmark Replacement is determined
under clause (2) of the definition thereof, then such Benchmark Replacement will replace
such Benchmark at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Banks without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Banks comprising the Majority Banks or the
Benchmark Replacement will replace such Benchmark for all purposes hereunder and
under any Loan Document in respect of any setting of such Benchmark on such day and
all subsequent settings without any amendment to, or further action or consent of any
other party to this Agreement or any other Loan Document. At any time that the
administrator of any then-current Benchmark has permanently or indefinitely ceased to
provide such Benchmark (including, without limitation, any RFR then in effect) or such
Benchmark has been announced by the regulatory supervisor for the administrator or the
administrator of such Benchmark pursuant to public statement or publication of
information to be no longer representative and will not be restored (including, without
limitation, any RFR then in effect), (A) with respect to amounts denominated in Dollars,
the Borrowers may revoke any request for a Borrowing of, Conversion to or continuation
of Advances to be made, Converted or continued that would bear interest by reference to
such Benchmark until the Borrowers’ receipt of notice from the Agent that a Benchmark
Replacement has replaced such Benchmark, and, failing that, the Borrowers will be
deemed to have Converted any such request into a request for a Borrowing of or
Conversion to Base Rate Advances and (B) with respect to amounts denominated in any
Agreed Currency other than Dollars, the obligation of the Banks to make or maintain
Advances referencing such Benchmark in the affected Agreed Currency shall be
suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and
any outstanding Advances in such Agreed Currency shall immediately or, in the case of a
term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a
Base Rate Advance denominated in Dollars. During the period referenced in the
-49-
foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such
component will not be used in any determination of the Base Rate.

(ii) Benchmark Replacement Conforming Changes. In connection with the
implementation and administration of Adjusted Term SOFR or any Benchmark
Replacement, the Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any further action or
consent of any other party to this Agreement.

(iii) Notices; Standards for Decisions and Determinations. The Agent will
promptly notify the Borrowers and the Banks of (A) the implementation of any
Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement
Conforming Changes. For the avoidance of doubt, any notice required to be delivered by
the Agent as set forth in this Section titled “Benchmark Replacement Setting” may be
provided, at the option of the Agent (in its sole discretion), in one or more notices and
may be delivered together with, or as part of any amendment which implements any
Benchmark Replacement or Benchmark Replacement Conforming Changes. Any
determination, decision or election that may be made by the Agent or, if applicable, any
Bank (or group of Banks) pursuant to this Section, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action, will be
conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party hereto, except, in each case, as
expressly required pursuant to this Section titled “Benchmark Replacement Setting”.

(iv) Unavailability of Tenor of Benchmark. At any time (including in
connection with the implementation of any Benchmark Replacement), (A) if any then-
current Benchmark is a term rate (including Term SOFR), then the Agent may remove
any tenor of such Benchmark that is unavailable or non-representative for Benchmark
(including Benchmark Replacement) settings and (B) the Agent may reinstate any such
previously removed tenor for Benchmark (including Benchmark Replacement) settings.

SECTION 1.1.Extensions of the Commitments.
(j) During the period from the date that is 60 days prior to the Current Termination
Date to the date that is 32 days prior to the Current Termination Date, the Borrowers may, by
written notice (an “Extension Request”) given to the Agent, request that the Current Termination
Date be extended. Each such Extension Request shall contemplate an extension of the Current
Termination Date to a date that is not later than 364 days after the date of issuance of the
Extension Confirmation Notice.

(k) The Agent shall promptly advise each Bank, including each Local Currency Bank
and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may,
in its sole discretion, consent to a requested extension by giving written notice thereof to the
Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately
preceding the date that is 31 days after the date of the Extension Request but no more than 45
days prior to the Current Termination Date. Failure on the part of any Bank to respond to an
Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial
of such request by such Bank. If Banks having at least 50% of the Commitments at the time of
the issuance of any Extension Request shall consent in writing to the requested extension, such
request shall be granted with respect to each consenting Bank; provided, however, that no such
consent shall be granted in connection with (i) Local Currency Advances unless Local Currency
-50-
Banks having at least 50% of the Local Currency Commitments at the time of issuance of any
Extension Request shall consent in writing to the requested extension and (ii) Japan Local
Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local
Currency Commitments at the time of issuance of any Extension Request shall consent in writing
to the requested extension. Promptly following the opening of business on the first Business Day
following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in
writing as to whether the requested extension has been granted (such written notice being an
“Extension Confirmation Notice”) and, if granted, such extension shall become effective upon
the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter
provide a copy of such Extension Confirmation Notice to each Bank.

(l) Each Extension Confirmation Notice shall, if applicable, specify therein the date
to which the Current Termination Date is to be extended in respect of each of the consenting
Banks (such date being referred to herein as the “Extended Termination Date”). The Current
Termination Date with respect to (i) any Banks which shall have denied such requested extension
in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all
Banks, in the event that fewer than the minimum number of Banks specified above shall consent
in writing to such Extension Request, shall continue to be the then existing Current Termination
Date (the “Earlier Termination Date”). The Current Termination Date with respect to those
Banks which shall have consented to the applicable Extension Request, in the event that the
requisite number of Banks specified above shall consent in writing to such Extension Request,
shall continue to be the Earlier Termination Date until the end of the day immediately preceding
the Current Termination Date then in effect at which time the Current Termination Date then in
effect shall become the Extended Termination Date provided for in such Extension Confirmation
Notice. In no event shall the term of this Agreement, after giving effect to any extension of the
Current Termination Date at any time, exceed a period of 364 days.

(m) If fewer than all of the Banks agree to any extension of the Current Termination
Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made
or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after
the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan
Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks
hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of
Borrowings made on the Earlier Termination Date from the Banks having agreed to such
extension or from other sources) and (iii) the Commitment, Local Currency Commitment or
Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to
such extension shall terminate on the Earlier Termination Date, and such Bank shall have no
further obligation hereunder other than in respect of obligations expressly contemplated herein to
survive the termination of this Agreement. Such Bank shall also receive from the applicable
Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier
Termination Date.

SECTION 1.5.Term Loan Election. Each of Caterpillar and CFSC, at least ten (10)
Business Days prior to the then effective Current Termination Date, may elect to convert, as of
such Current Termination Date, the aggregate principal amount of the Advances then outstanding
to it into one-year term loan Advances denominated in the same currency or currencies of the
Advances being converted (each such Advance upon such conversion, a “Term Loan Advance”,
and such election, the “Term Loan Election”); provided, however, that such elections shall not be
available to the Borrowers, and such conversions shall not be made, if (a) an Event of Default or
unmatured Event of Default has occurred and is outstanding on or prior to the date of such
election or the date on which such conversion is to occur, (b) the then effective Current
Termination Date has been extended, or (c) the Revolving Credit Termination Date has occurred
as a result of an event described in clause (ii) of the definition thereof. The conversion of
Advances into Term Loan Advances pursuant to a Term Loan Election shall become effective on
-51-
the Current Termination Date (the “Term Loan Effective Date”) upon the payment by the
Borrower(s) making the Term Loan Election of a fee in an amount equal to 1.00% times the
aggregate principal amount of the Term Loan Advances on such date (the “Term Loan Election
Fee”), which Term Loan Election Fee shall be non-refundable and shall be payable in
immediately available funds to the Agent, for the ratable account of each Bank. Each such Term
Loan Advance shall continue to be part of the Borrowing that it was a part of at the time of the
Term Loan Effective Date. The aggregate principal amount of the Term Loan Advances,
together with all accrued and unpaid interest thereon, and all outstanding fees, costs and
expenses incurred in connection herewith, shall be due and payable on the Term Loan
Repayment Date. No amount repaid in respect of a Term Loan Advance may be reborrowed.

SECTION 1.6.Defaulting Banks. Notwithstanding any provision of this Agreement to
the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply
for so long as such Bank is a Defaulting Bank:

(n) Such Defaulting Bank will not be entitled to any fees accruing during such period
pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting
Banks in respect of such fees);

(o) (i) Any amount paid by the Borrowers or otherwise received by the Agent for the
account of a Defaulting Bank under this Agreement other than any amounts representing
principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity
payments or other amounts not constituting principal or interest) will not be paid or distributed to
such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest
bearing account until (subject to Section 2.18(d)) the termination of the Commitments and
payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to
the fullest extent permitted by law, to the making of payments from time to time in the following
order of priority: first to the payment of any amounts owing by such Defaulting Bank to the
Agent under this Agreement, second to the payment of post-default interest and then current
interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with
the amounts of such interest then due and payable to them, third to the payment of fees then due
and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the
amounts of such fees then due and payable to them, fourth to the ratable payment of other
amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the
Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts
owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may
otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank
representing principal or interest payable to such Defaulting Bank shall be paid to such
Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a
Non-Defaulting Bank;

(p) The Borrowers may terminate the unused amount of the Commitment of a
Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which
will promptly notify the Banks thereof), and in such event the provisions of Section 2.18(b) will
apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank
under this Agreement (whether on account of principal, interest, fees, indemnity or other
amounts), provided that such termination will not be deemed to be a waiver or release of any
claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and

(q) In the event that the Borrowers and the Agent agree in writing in their discretion
that a Bank is no longer a Defaulting Bank, the Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any amounts then held in the
segregated account referred to in Section 2.18(b)), such Bank will, to the extent applicable,
-52-
purchase at par such portion of outstanding Advances of the other Banks and/or make such other
adjustments as the Agent may determine to be necessary to cause the Revolving Credit
Obligations of the Banks to be on a pro rata basis in accordance with their respective
Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-
Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will
automatically be adjusted on a prospective basis to reflect the foregoing); provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any
party hereunder arising from such Bank’s having been a Defaulting Bank.

SECTION 1.12. Funding Vehicle. Each Bank may, at its option, make any
Borrowing available to either CFKK or CIF by causing any foreign or domestic branch or
Affiliate of such Bank to make such Borrowing available; provided that any exercise of such
option shall not affect the obligation of such Borrower to repay such Borrowing in accordance
with the terms of this Agreement, the Local Currency Addendum and the Japan Local Currency
Addendum, as applicable.

ARTICLE III
CONDITIONS OF LENDING

SECTION 1.04. Conditions Precedent to Initial Advances. The obligation of each
Bank to make its initial Advance on or after the Closing Date is subject to the conditions
precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts
outstanding under the terms of the Prior Agreement, accrued to the Closing Date, shall have been
paid, and the commitments of the Banks thereunder to extend credit shall have terminated, (ii)
the Agent shall have received, for the benefit of the Banks, the one-time upfront fees due and
payable on the Closing Date pursuant to the Joint Fee Letter and the Arranger Fee Letter, and
(iii) the Agent shall have received on or before the day of the initial Borrowing the following,
each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient
copies for each Bank:

(a) A fully executed copy of this Agreement, of the Local Currency Addendum and
of the Japan Local Currency Addendum.
(b) Certified copies of the resolutions of the Board of Directors of each Borrower
evidencing corporate authority to execute and deliver this Agreement, the Local Currency
Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and
the other documents to be delivered hereunder, and of all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Agreement, the Local
Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the
Notes and the other documents to be delivered hereunder.

(c) A certificate of the Secretary or an Assistant Secretary of each Borrower
certifying the names and true signatures of the officers of such Borrower authorized to sign this
Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum
(if applicable) and the Notes and the other documents to be delivered hereunder.

(d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their
express instructions, substantially in the form of Exhibit D hereto.

(e) A favorable opinion of Mayer Brown LLP, counsel for the Borrowers, given upon
their express instructions, in form and substance reasonably acceptable to the Agent.
-53-
(f) A Beneficial Ownership Certification in relation to each Borrower that qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such
documentation is requested at least five (5) Business Days prior to the Closing Date.

(g) Evidence of the Credit Ratings for the Borrowers in effect as of the Closing Date
(with no written copies thereof being required).

In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance
is subject to the further condition precedent that the Agent shall have received, on or before the
day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such
Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the
Local Currency Addendum shall be subject to any further conditions set forth in the Local
Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the
initial Advances under the Japan Local Currency Addendum shall be subject to any further
conditions set forth in the Japan Local Currency Addendum.

SECTION 1.03. Conditions Precedent to Each Borrowing. The obligation of each
Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the
initial Borrowing) shall be subject to the further conditions precedent that on the date of such
Borrowing:

(h) the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall
constitute a representation and warranty by such Borrower that on the date of such Borrowing
such statements are true):

(i) The representations and warranties contained in Section 4.01 (excluding
those contained in the second sentence of subsection (e) and in subsection (f) thereof),
and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of
the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, and

(ii) No event has occurred and is continuing, or would result from such
Borrowing or from the application of the proceeds therefrom, which constitutes an Event
of Default with respect to any Borrower; and
(i) the Agent shall have received such other approvals, opinions or documents as any
Bank through the Agent may reasonably request.

SECTION 1.01. Conditions Precedent to Certain Borrowings. The obligation of
each Bank to make an Advance on the occasion of any Borrowing to any Borrower which would
increase the aggregate outstanding amount of Advances owing to such Bank over the aggregate
amount of such Advances outstanding immediately prior to the making of such Advance shall be
subject to the further conditions precedent that on the date of such Borrowing the following
statements shall be true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation
and warranty by such Borrower that on the date of such Borrowing such statements are true): (i)
the representations and warranties contained in subsection (f) of Section 4.01 are correct on and
as of the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, and (ii) no event
has occurred and is continuing, or would result from such Borrowing or from the application of
the proceeds therefrom, which would constitute an Event of Default with respect to any
Borrower but for the requirement that notice be given or time elapse or both.

-54-
ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 1.05. Representations and Warranties of the Borrowers. Each Borrower
represents and warrants as of the Closing Date and on each date specified in Article III, as
follows:

(a) Organization; Qualification. Such Borrower is a corporation duly organized,
validly existing and in good standing (1) under the laws of the State of Delaware, in the case of
Caterpillar and CFSC, (2) under the laws of Ireland, in the case of CIF and (3) under the laws of
Japan, in the case of CFKK, and is duly qualified to transact business and is in good standing as a
foreign corporation in every jurisdiction in which failure to qualify would reasonably be
expected to materially adversely affect (i) the financial condition or operations of such Borrower
and its consolidated Subsidiaries taken as a whole or (ii) the ability of such Borrower to perform
its obligations under this Agreement and its Notes, under the Local Currency Addendum, in the
case of CIF and CFSC, and under the Japan Local Currency Addendum, in the case of CFKK
and CFSC.

(b) Authority; No Conflict. The execution, delivery and performance by such
Borrower of this Agreement and its Notes, the Local Currency Addendum, in the case of CIF and
CFSC, and the Japan Local Currency Addendum, in the case of CFKK and CFSC, are within
such Borrower’s corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) such Borrower’s charter or by-laws or (ii) any law or any contractual
restriction binding on or affecting such Borrower.

(c) Governmental Consents. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is required for the due
execution, delivery and performance by such Borrower of this Agreement or its Notes, or of the
Local Currency Addendum, in the case of CIF and CFSC, or of the Japan Local Currency
Addendum in the case of CFKK and CFSC.

(d) Execution; Enforceability.

(i) This Agreement has been duly executed and delivered by a duly
authorized officer of such Borrower. Upon execution of this Agreement by the Agent
and when the Agent shall have been notified by each Bank that such Bank has executed
this Agreement, this Agreement will be, and such Borrower’s Notes when executed and
delivered hereunder will be, legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with their respective terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’ rights
generally and by the effect of general principles of equity.

(ii) The Local Currency Addendum has been duly executed and delivered by a
duly authorized officer of each of CFSC and CIF. Upon execution of the Local Currency
Addendum by the Agent and the Local Currency Agent and when the Local Currency
Agent or the Agent shall have been notified by each Local Currency Bank that such Local
Currency Bank has executed the Local Currency Addendum, the Local Currency
Addendum will be the legal, valid and binding obligation of each of CFSC and CIF
enforceable against each of CFSC and CIF in accordance with its terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’ rights
generally and by the effect of general principles of equity.

-55-
(iii) The Japan Local Currency Addendum has been duly executed and
delivered by a duly authorized officer of each of CFSC and CFKK. Upon execution of
the Japan Local Currency Addendum by the Agent and the Japan Local Currency Agent
and when the Japan Local Currency Agent or the Agent shall have been notified by each
Japan Local Currency Bank that such Japan Local Currency Bank has executed the Japan
Local Currency Addendum, the Japan Local Currency Addendum will be the legal, valid
and binding obligation of each of CFSC and CFKK enforceable against each of CFSC
and CFKK in accordance with its terms, except as enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting creditors’ rights generally and by the effect of general principles of equity.

(e) Accuracy of Information; Material Adverse Change. The consolidated balance
sheets of Caterpillar and CFSC as at December 31, 2021 and as at June 30, 2022, and the related
consolidated statements of income and changes in stockholders’ equity of Caterpillar and CFSC
for the fiscal year and six month period, respectively, then ended, copies of which have been
furnished to each Bank, fairly present the financial condition of Caterpillar and CFSC as at such
dates and the results of the operations of Caterpillar and CFSC for such periods, all in accordance
with generally accepted accounting principles consistently applied. Since December 31, 2021,
there has been no material adverse change in such condition or operations. As of the Closing
Date, the information included in the Beneficial Ownership Certification is true and correct in all
respects.

(f) Litigation. There is no pending or threatened action or proceeding affecting such
Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which is
reasonably likely to materially adversely affect the financial condition or operations of such
Borrower and its consolidated Subsidiaries taken as a whole or which purports to affect the
legality, validity or enforceability of this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum or any Note or which is reasonably likely to materially adversely
affect the ability of such Borrower to perform its obligations under this Agreement and its Notes
or under the Local Currency Addendum, in the case of CIF and CFSC, or under the Japan Local
Currency Addendum, in the case of CFKK and CFSC.

(g) Margin Stock. Such Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no proceeds of any
Advance will be used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock. Following the application of the proceeds
of each Advance, no more than 25% of the value of the assets of such Borrower will consist of,
or be represented by, Margin Stock.

(h) ERISA. Each Plan of such Borrower or a Subsidiary of such Borrower or an
ERISA Affiliate complies in all material respects with ERISA, the Code and regulations
thereunder and the terms of such Plan, except for such noncompliance as would not reasonably
be expected to have a materially adverse effect on the ability of such Borrower to perform its
obligations under this Agreement and its Notes. Each Plan has satisfied the minimum funding
standard under Section 412(a) of the Code without the need of any funding waiver under Section
412(c) of the Code. Neither such Borrower nor any ERISA Affiliate nor any fiduciary of any
Plan which is not a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) (i) has
engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of
the Code whereby such prohibited transaction has materially adversely affected the business,
financial condition or results of operations of such Borrower and any of its Subsidiaries, taken as
a whole, or (ii) has taken or failed to take any action which would constitute or result in an
ERISA Termination Event. During the six year period prior to the date on which this
representation is made or deemed made, neither such Borrower nor any ERISA Affiliate has (i)
-56-
failed to make a required contribution or payment to a multiemployer plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a multiemployer
plan. During the six year period prior to the date on which this representation is made or deemed
made, neither such Borrower nor any ERISA Affiliate has failed to make a required installment
or any other required payment under Section 412 of the Code or Section 430 of the Code on or
before the due date for such installment or other payment. Neither such Borrower nor any
ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become due which are
unpaid. None of the Borrowers nor any of their respective Subsidiaries is an entity deemed to
hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution,
delivery or performance of the transactions contemplated under this Agreement, including the
making of any Advance hereunder, will give rise to a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code.

(i) Taxes; Assessments. Such Borrower has paid or discharged, or caused to be paid
or discharged, before the same shall have become delinquent, all taxes, assessments and
governmental charges levied or imposed upon such Borrower or any Subsidiary of such
Borrower or upon the income, profits or property of such Borrower or any Subsidiary of such
Borrower, other than (i) such taxes, assessments and governmental charges the amount,
applicability or validity of which is being contested in good faith by appropriate proceedings and
for which adequate reserves have been established, or (ii) up to $10,000,000 at any time in
aggregate taxes, assessments, and governmental charges so long as no material adverse effect
upon the business, financial condition or results of operations of the Borrowers and their
Subsidiaries, taken as a whole, would reasonably be expected to result therefrom, and so long as,
upon knowledge thereof, the applicable Borrower or Subsidiary either promptly pays the
applicable delinquent amount or contests such amount as contemplated above.

(j) Sanctions Laws and Regulations. Neither any Borrower nor any of its
Subsidiaries, nor, to the best of such Borrower’s knowledge, any of its or any of its Subsidiaries’
respective directors or officers is a Designated Person. Each of the Borrowers has a “Worldwide
Code of Conduct” in full force and effect on the date hereof which, by its terms, applies to all
activities undertaken by all Borrowers’ and Subsidiaries’ employees around the world. Among
the commitments in the Worldwide Code of Conduct is the commitment that each of the
Borrowers and Subsidiaries, and their respective employees, follow applicable import and export
control laws when conducting business around the world, including any Anti-Corruption Laws
and Sanctions Laws and Regulations, and such commitment currently applies, and will apply, to
all activities undertaken by each Borrower and each Subsidiary, including but not limited to, any
use of the proceeds of this Agreement, the Local Currency Addendum, the Japan Local Currency
Addendum or any Advance, as well as the payment of any amount due pursuant to this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum.

SECTION 1.06. Additional Representations and Warranties of CFSC, CIF and
CFKK.

Each of CFSC, CIF and CFKK represents and warrants that neither it nor any of its
Subsidiaries is an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE V
COVENANTS OF THE BORROWERS

SECTION 1.02. Affirmative Covenants. So long as any Advance shall remain
unpaid or any Bank shall have any Commitment hereunder, each Borrower (provided, that for
purposes of Sections 5.01(f)(i), (ii), (iii), (v), (vi), (viii), (ix) and (x), the term Borrower refers to
-57-
each of Caterpillar and CFSC, but not to CFKK or CIF) will, unless the Majority Banks shall
otherwise consent in writing:

(a) Corporate Existence, Etc. Subject to Section 5.02(b), do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that such Borrower shall not be
required to preserve any such right or franchise if its board of directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of such Borrower and
that the loss thereof would not reasonably be expected to have a material adverse effect on its
ability to perform its obligations under this Agreement and its Notes.

(b) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply, in all material respects with all applicable laws, rules, regulations and orders,
noncompliance with which would reasonably be expected to materially adversely affect (i) the
financial condition or operations of such Borrower and its consolidated Subsidiaries taken as a
whole or (ii) the ability of such Borrower to perform its obligations under this Agreement, its
Notes, and, if applicable, the Local Currency Addendum or the Japan Local Currency
Addendum. Each Borrower will maintain in effect and enforce policies and procedures designed
to ensure compliance by such Borrower, each of its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions Laws and
Regulations.

(c) Maintenance of Properties. Cause all properties used or useful in the conduct of
its business or the business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of such Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent such Borrower from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in the reasonable
judgment of such Borrower, desirable in the conduct of its business or the business of any
Subsidiary of such Borrower and would not reasonably be expected to have a material adverse
effect on its ability to perform its obligations under this Agreement and its Notes.

(d) Payment of Taxes and Other Claims. Pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon such Borrower or any of its Subsidiaries or upon
the income, profits or property of such Borrower or any of its Subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the
property of such Borrower or any of its Subsidiaries; provided, however, that such Borrower
shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings; provided, further, that up to $10,000,000 in aggregate taxes,
assessments, governmental charges, and lawful claims as described above may be delinquent at
any time so long as no material adverse effect upon the business, financial condition or results of
operations of the Borrowers and their Subsidiaries, taken as a whole, could reasonably be
expected to result therefrom, and so long as, upon knowledge thereof, the applicable Borrower or
Subsidiary either promptly pays the applicable delinquent amount or contests such amount as
contemplated above.

(e) Use of Proceeds. Use all proceeds of Advances solely for general corporate
purposes, including, but not limited to, repaying or prepaying Advances in accordance with the
terms of this Agreement. No Borrower will request any Borrowing, and no Borrower shall
knowingly use, and shall ensure that its Subsidiaries and its or their respective directors, officers,
-58-
employees and agents shall not knowingly use, the proceeds of any Borrowing (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or
transactions would be prohibited by Sanctions Laws and Regulations if conducted by a
corporation incorporated in the United States, the United Kingdom, or in a European Union
member state or (iii) in any manner that would result in the violation of any Sanctions Laws and
Regulations applicable to any party hereto.

(f) Reporting Requirements. Furnish to the Banks:

(i) as soon as available and in any event within forty five (45) days after the
end of each of the first three quarters of each fiscal year of Caterpillar and CFSC, a
consolidated balance sheet of Caterpillar and CFSC as of the end of such quarter, and a
consolidated statement of income and changes in stockholders’ equity of Caterpillar and
CFSC for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter;

(ii) as soon as available and in any event within ninety (90) days after the end
of each fiscal year of Caterpillar and CFSC, a copy of the annual report for such year for
such Borrower, containing consolidated financial statements of Caterpillar and CFSC for
such year, certified (A) in a manner acceptable to the Majority Banks by
PricewaterhouseCoopers L.L.P. or other independent public accountants acceptable to the
Majority Banks and (B) as may be required under the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, and all rules and regulations enacted
under or in connection therewith;

(iii) together with each delivery of any financial statements pursuant to clauses
(i) and (ii) above, a Compliance Certificate in substantially the form of Exhibit F-1 or F-2
hereto, as applicable, demonstrating in reasonable detail compliance as at the end of the
applicable accounting periods with the covenants contained in Section 5.03 (in the case of
Caterpillar) and Sections 5.04(a) and (b) (in the case of CFSC);

(iv) as soon as possible and in any event within five (5) days after the
occurrence of each Event of Default with respect to such Borrower and each event which,
with the giving of notice or lapse of time, or both, would constitute an Event of Default
with respect to such Borrower, continuing on the date of such statement, a statement of
the chief financial officer of such Borrower setting forth details of such Event of Default
or event and the action which such Borrower has taken and proposes to take with respect
thereto;

(v) promptly after the sending or filing thereof, copies of all reports which
such Borrower sends to any of its security holders, and copies of all reports and
registration statements (without exhibits) which such Borrower or any of its Subsidiaries
(without duplication) files with the Securities and Exchange Commission or any national
securities exchange, in each case without duplication of materials furnished to the Banks
pursuant to clauses (i) or (ii) of this subsection (f);

(vi) promptly after the written request of the Agent or any Bank, copies of all
reports and notices which such Borrower or any ERISA Affiliate or Subsidiary of such
Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S.
Department of Labor or which such Borrower or any ERISA Affiliate or Subsidiary of
such Borrower receives from any such Person;
-59-
(vii) promptly after (A) the occurrence thereof, notice of the institution of or
any material adverse development in any action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator or any governmental or
administrative body, agency or official, against such Borrower or any of its material
property, or (B) actual knowledge thereof, notice of the threat of any such action, suit,
proceeding, investigation or arbitration, and in the case of either (A) or (B), which such
Borrower reasonably believes is likely to be resolved against such Borrower and, if so
resolved against such Borrower, is reasonably anticipated by such Borrower to materially
adversely affect (x) the financial condition of such Borrower and its consolidated
Subsidiaries taken as a whole or (y) the ability of such Borrower to perform its
obligations under this Agreement and its Notes, and, if applicable, the Local Currency
Addendum or the Japan Local Currency Addendum (without duplication of notices
furnished to the Banks pursuant to clause (v) of this subsection (f));

(viii) promptly after (A) the occurrence thereof, notice that (1) an ERISA
Termination Event or a prohibited transaction, as such term is defined in Section 4975 of
the Code or Section 406 of ERISA, with respect to any Plan of such Borrower has
occurred and there shall result therefrom a liability or material risk of incurring a liability
to the PBGC or a Plan that will have a material adverse affect upon the business or
financial condition or results of such Borrower and its Subsidiaries, taken as a whole,
which notice shall specify the nature thereof and such Borrower’s proposed response
thereto, (2) such Borrower or an ERISA Affiliate has failed to make a required
installment or any other required payment under Section 412 or Section 430 of the Code
and (3) the plan administrator of any Plan has applied under Section 412(c) of the Code
for a waiver of the minimum funding standards of Section 412(a) of the Code, together
with copies of such waiver application, and (B) actual knowledge thereof, copies of any
notice of the PBGC’s intention to terminate or to have a trustee appointed to administer
any Plan;

(ix) (A) on the Closing Date, the Credit Ratings then in effect for such
Borrower from S&P and Moody’s and (B) within two (2) Business Days after such
Borrower receives notice from S&P or Moody’s of a change in any of such Borrower’s
Credit Ratings, such Borrower’s revised Credit Ratings (or, if applicable, notice that a
Credit Rating will no longer be received from such rating service);

(x) such other information respecting the condition or operations, financial or
otherwise, of such Borrower or any of its Subsidiaries as any Bank through the Agent
may from time to time reasonably request in writing with an indication of the reason for
such request; and

(xi) together with each delivery of any financial statements pursuant to clause
(ii) above, any change in the information provided in the Beneficial Ownership
Certification that would result in a change to the list of beneficial owners identified in
parts (c) or (d) of such certification.

Financial statements and other documents required to be furnished pursuant to Section 5.01(f)(i)
or (ii) (to the extent any such financial statements or other documents are included in reports or
other materials otherwise filed with the Securities and Exchange Commission) may be delivered
electronically and if so delivered, shall be deemed to have been furnished on the date on which
(i) the applicable Borrower posts such financial statements or other documents, or provides a link
thereto, on such Borrower’s website on the Internet, or (ii) such financial statements or other
documents are posted on behalf of the applicable Borrower on the Approved Electronic Platform
or an Internet or intranet website, if any, to which each Bank and the Agent have access (whether
a commercial, third-party website or whether sponsored by the Agent or the Securities and
-60-
Exchange Commission’s website located at http://www.sec.gov/edgar/searchedgar/
webusers.htm).

SECTION 1.01. Negative Covenants. So long as any Advance shall remain unpaid
or any Bank shall have any Commitment hereunder, no Borrower will, without the written
consent of the Majority Banks:

(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or
suffer to exist, any lien, security interest or other charge or encumbrance of any kind, (excluding
Caterpillar Purchase Claims and CFSC Purchase Claims, to the extent that such Purchase Claims
could be deemed to constitute liens or security interests), upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries
to assign, any right to receive income (excluding any assignment of accounts receivable arising
out of or in connection with the sale or securitization by Caterpillar, CFSC or any Subsidiary of
either of its accounts receivable giving rise to Caterpillar Purchase Claims or CFSC Purchase
Claims), in each case to secure or provide for the payment of any Debt of any Person, if the
aggregate amount of the Debt so secured (or for which payment has been provided) would at any
time exceed an amount equal to 10% of Consolidated Net Tangible Assets of such Borrower.

(b) Mergers, Etc. (i) Merge or consolidate with or into any Person, or permit any of
its Subsidiaries to do so, or (ii) convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to any Person, or (iii) together with one or more of its consolidated
Subsidiaries, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of the assets of such Borrower and its consolidated
Subsidiaries (whether now owned or hereafter acquired) to any Person; except that any
Subsidiary of such Borrower may merge or consolidate with or into, or transfer assets to, or
acquire assets of, such Borrower or any other Subsidiary of such Borrower and except that any
Subsidiary of such Borrower may merge into or transfer assets to such Borrower and such
Borrower may merge with, and any Subsidiary of such Borrower may merge or consolidate with
or into, any other Person, provided in each case that, immediately after giving effect to such
proposed transaction, no Event of Default with respect to such Borrower or event which, with the
giving of notice or lapse of time, or both, would constitute an Event of Default with respect to
such Borrower, would exist and in the case of any such merger to which any Borrower is a party,
such Borrower is the surviving corporation.
SECTION 1.02. Financial Covenant of Caterpillar. So long as any Advance shall
remain unpaid or any Bank shall have any Commitment hereunder, Caterpillar will, unless the
Majority Banks shall otherwise consent in writing, maintain at all times during each fiscal year
of Caterpillar, Consolidated Net Worth of not less than $9,000,000,000.

SECTION 1.03. Financial and Other Covenants of CFSC. So long as any Advance
shall remain unpaid or any Bank shall have any Commitment hereunder, CFSC will, unless the
Majority Banks shall otherwise consent in writing:

(a) Ratio of CFSC Consolidated Debt to Consolidated Net Worth.

(i) Maintain at all times a ratio (the “Leverage Ratio”) of (x) CFSC
Consolidated Debt to (y) CFSC’s Consolidated Net Worth of not greater than 10.0 to 1.
For purposes of this subsection (i), the Leverage Ratio at any time shall be equal to the
average of the Leverage Ratios as determined on the last day of each of the six preceding
calendar months.


-61-
(ii) Maintain a Leverage Ratio of not greater than 10.0 to 1 on each December
31, commencing December 31, 2022. For purposes of this subsection (ii), the Leverage
Ratio shall be the ratio of (x) CFSC Consolidated Debt to (y) CFSC’s Consolidated Net
Worth on the date for which computed.

(a) Interest Coverage Ratio. Maintain a ratio of (i) profit excluding income taxes,
Interest Expense and Net Gain/(Loss) From Interest Rate Derivatives to (ii) Interest Expense of
not less than 1.15 to 1, in each case, calculated at the end of each calendar quarter for the rolling
four-quarter period then most recently ended for CFSC and its Subsidiaries on a consolidated
basis in accordance with generally accepted accounting principles.

(b) Support Agreement. CFSC will not terminate, or make any amendment or
modification to, the Support Agreement which, in the determination of the Agent, adversely
affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks
at least thirty (30) days prior written notice and obtaining the written consent of the Majority
Banks.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 1.07. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing with respect to any Borrower:

(a) Such Borrower shall fail to pay (i) any principal of any of the Advances when the
same becomes due and payable, or (ii) any interest on any of the Advances, or any Commitment
Fee, Term Loan Election Fee, other fee or other amount payable by it hereunder (including, in
the case of CFSC, any amount payable under the CFSC Guaranty) by the later of (A) five (5)
Business Days after such item has become due and (B) two (2) Business Days after receipt of
written notice from the Agent that such item has become due; or

(b) Any representation or warranty made by such Borrower herein, in the Local
Currency Addendum or in the Japan Local Currency Addendum, or by such Borrower (or any of
its officers) in connection with this Agreement, the Local Currency Addendum or the Japan
Local Currency Addendum, shall prove to have been incorrect in any material respect when
made or deemed made; or
(c) Such Borrower shall fail to perform or observe (i) any covenant or agreement
made by it contained in subsection (a) or (f)(iv) of Section 5.01 or in Section 5.02 or (ii) any
other term, covenant or agreement contained in this Agreement, the Japan Local Currency
Addendum or the Local Currency Addendum on its part to be performed or observed if the
failure to perform or observe such other term, covenant or agreement shall remain unremedied
for 30 days after written notice thereof shall have been received by such Borrower; provided, that
should CFSC or any of its Subsidiaries fail to observe any such term, covenant or agreement
referred to in subsections (i) or (ii) above, such failure shall not be attributable, except as
otherwise expressly provided for in this Agreement, to Caterpillar; or

(d) Any of the following shall occur:

(i) such Borrower or any Subsidiary of such Borrower (other than CFSC and
its Subsidiaries in the case of Caterpillar) shall fail to pay any principal of, premium or
interest on, or other amount owing in respect of any of its Debt which is outstanding in a
principal amount of at least $100,000,000 in the aggregate, in the case of Caterpillar, or
$50,000,000 in the aggregate, in the case of each of CFSC, CIF and CFKK (but
excluding, in each case, Debt consisting of such Borrower’s obligations hereunder
-62-
(including the Local Currency Addendum or the Japan Local Currency Addendum, if
applicable) or under the Other Credit Agreements) when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt, or

(ii) such Borrower or any Subsidiary of such Borrower (other than CFSC and
its Subsidiaries in the case of Caterpillar) shall fail to observe or perform any term,
covenant or condition on its part to be observed or performed under any agreement or
instrument relating to any such Debt which is outstanding in a principal amount of at least
$100,000,000 in the aggregate, in the case of Caterpillar, or $50,000,000 in the aggregate,
in the case of each of CFSC, CIF and CFKK (but excluding, in each case, Debt consisting
of such Borrower’s obligations hereunder (including the Local Currency Addendum or
the Japan Local Currency Addendum, if applicable) or under the Other Credit
Agreements), when required to be observed or performed, and such failure shall continue
after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such failure is to accelerate, or permit the acceleration of, the maturity of such
Debt or such Debt has been accelerated and such acceleration has not been rescinded, or

(iii) any amount of Debt in excess of $100,000,000 in the aggregate, in the
case of Caterpillar, or $50,000,000 in the aggregate, in the case of each of CFSC, CIF and
CFKK, shall be required to be prepaid, defeased, purchased or otherwise acquired by
such Borrower or any Subsidiary of such Borrower (other than CFSC and its Subsidiaries
in the case of Caterpillar), other than by a regularly scheduled required prepayment, prior
to the stated maturity thereof, or

(iv) any “Event of Default” shall occur with respect to such Borrower under
either of the Other Credit Agreements, or

(v) in the case of CIF or CFKK, any CFSC Event of Default shall occur, or
the CFSC Guaranty shall be terminated, revoked, or declared void, voidable, invalid or
unenforceable; or

(e) Such Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries in
the case of Caterpillar) shall generally not pay its debts as such debts become due, or an officer
or other authorized representative of such Borrower or Subsidiary shall admit in writing such
Borrower’s or Subsidiary’s inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted by such Borrower or
any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of Caterpillar) seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, or other similar official for it or for
any substantial part of its property; or any such proceeding shall be instituted against such
Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of
Caterpillar) and either an order for relief against such Borrower or Subsidiary is entered in such
proceeding or such proceeding is not dismissed within forty-five (45) days; or such Borrower or
any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of Caterpillar) shall take
any corporate action to authorize any of the actions set forth above in this subsection (e);

provided, however, that the filing of one or more of the proceedings and/or the occurrence of one
or more of the other events described in this Section 6.01(e) with respect to any Insignificant
Subsidiary shall not constitute an Event of Default hereunder until such time as the aggregate of
the asset values, as reasonably determined by Caterpillar in accordance with generally accepted
-63-
accounting principles, of all Insignificant Subsidiaries subject to the proceedings and/or other
events described in this Section 6.01(e) equals or exceeds $250,000,000 (with each Insignificant
Subsidiary’s asset value being determined, for purposes of this clause (e), on the date on which
such filing or other event commences or otherwise initially occurs with respect to such
Insignificant Subsidiary and with such value remaining in effect for such Insignificant Subsidiary
once determined); or

(f) Any judgment or order for the payment of money in excess of (i) $100,000,000 in
the case of Caterpillar, or (ii) $50,000,000 in the case of each of CFSC, CIF and CFKK, shall be
rendered against such Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries
in the case of Caterpillar) and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

(g) (i) A Plan of such Borrower shall fail to satisfy the minimum funding standard
required by Section 412 of the Code for any plan year or a waiver of such standard is sought or
granted under Section 412(c), or (ii) an ERISA Termination Event shall have occurred with
respect to such Borrower or an ERISA Affiliate or such Borrower or an ERISA Affiliate has
incurred or is likely to incur a liability to or on account of a Plan under Section 4062, 4063,
4064, 4201 or 4204 of ERISA, or (iii) such Borrower or an ERISA Affiliate shall engage in any
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a
statutory or class exemption is not available or a private exemption has not been previously
obtained from the Department of Labor, or (iv) such Borrower or an ERISA Affiliate shall fail to
pay any required installment or any other payment required under Section 412 or Section 430 of
the Code on or before the due date for such installment or other payment, or (v) such Borrower
or an ERISA Affiliate shall fail to make any contribution or payment to any multiemployer plan
(as defined in Section 4001(a)(3) of ERISA) which such Borrower or any ERISA Affiliate may
be required to make under any agreement relating to such multiemployer plan or any law
pertaining thereto, and there shall result from any such event or events either a liability or a
material risk of incurring a liability to the PBGC or a Plan, which will have a material adverse
effect upon the business, financial condition or results of operations of such Borrower and its
Subsidiaries, taken as a whole; or

(h) With respect to CFSC, CIF or CFKK, a Change of Control shall occur; or
(i) With respect to CFSC, CIF or CFKK, the Support Agreement shall for any reason
fail to be in full force and effect, or any action shall be taken by any Borrower to discontinue or
to assert the invalidity or unenforceability of the Support Agreement, or CFSC or Caterpillar
shall fail to comply with any of the terms or provisions of the Support Agreement;

then, and in any such event, (i) the Agent (x) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Borrowers, declare the obligation of each Bank to make
Advances to such Borrower to be terminated, whereupon the same shall forthwith terminate, and
(y) shall at the request, or may with the consent, of the Majority Banks, by notice to such
Borrower, declare the Advances to such Borrower, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon such Advances, all
such interest and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by such Borrower; (ii) in the case of a CFSC Event of Default or a CIF Event of Default,
the Local Currency Agent, (x) shall at the request, or may with the consent, of the Majority Local
Currency Banks, by notice to the Borrowers, declare the obligation of each Local Currency Bank
to make Local Currency Advances to CIF to be terminated, whereupon the same shall forthwith
terminate, and (y) shall at the request, or may with the consent, of the Majority Local Currency
-64-
Banks, by notice to CIF, declare the Local Currency Advances to CIF, all interest thereon and all
other amounts payable under this Agreement and the Local Currency Addendum to be forthwith
due and payable, whereupon such Local Currency Advances, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by CIF and (iii) in the
case of a CFSC Event of Default or a CFKK Event of Default, the Japan Local Currency Agent,
(x) shall at the request, or may with the consent, of the Majority Japan Local Currency Banks, by
notice to the Borrowers, declare the obligation of each Japan Local Currency Bank to make
Japan Local Currency Advances to CFKK to be terminated, whereupon the same shall forthwith
terminate, and (y) shall at the request, or may with the consent, of the Majority Japan Local
Currency Banks, by notice to CFKK, declare the Japan Local Currency Advances to CFKK, all
interest thereon and all other amounts payable under this Agreement and the Japan Local
Currency Addendum to be forthwith due and payable, whereupon such Japan Local Currency
Advances, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by CFKK; provided, however, upon the occurrence of any Event of Default
with respect to any Borrower described in Section 6.01(e), (A) the obligation of each Bank to
make Advances to any Borrower shall automatically be terminated and (B) the Advances to the
Borrowers, all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrowers. Notwithstanding anything in the foregoing to the contrary,
the fact that an Event of Default exists with respect to one of the Borrowers hereunder shall not
of itself constitute an Event of Default with respect to any of the other Borrowers, provided,
however, that in the case of CIF and CFKK, any CFSC Event of Default shall be a CIF Event of
Default and a CFKK Event of Default.

ARTICLE VII
AGENCY

SECTION 1.01. Appointment and Authority. Each Bank hereby appoints Citibank
to act on its behalf as the Agent hereunder and authorizes the Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article
VII are solely for the benefit of the Agent and the Banks, and no Borrower shall have any rights
as a third party beneficiary of any of such provisions.
SECTION 1.02. Agent Individually. (a) The Person serving as the Agent
hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and
may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary
or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to
account therefor to the Banks.

(a) Each Bank understands that the Person serving as Agent, acting in its individual
capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of
financial services and businesses (including investment management, financing, securities
trading, corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with
or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the
Agent’s Group may, in undertaking the Activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of others (including the
-65-
Borrowers and their Affiliates and including holding, for its own account or on behalf of others,
equity, debt and similar positions in the Borrowers or their respective Affiliates), including
trading in or holding long, short or derivative positions in securities, loans or other financial
products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees
that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain
information concerning the Borrowers or their Affiliates (including information concerning the
ability of the Borrowers to perform their respective obligations hereunder, under the Local
Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if
applicable) which information may not be available to any of the Banks that are not members of
the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any
duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure
to so disclose or use, any information whatsoever about or derived from the Activities or
otherwise (including any information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any Borrower or any Affiliate of any
Borrower) or to account for any revenue or profits obtained in connection with the Activities,
except that the Agent shall deliver or otherwise make available to each Bank such documents as
are expressly required by this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum to be transmitted by the Agent to the Banks.

(a) Each Bank further understands that there may be situations where members of the
Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either
now have or may in the future have interests or take actions that may conflict with the interests
of any one or more of the Banks (including the interests of the Banks hereunder, under the Local
Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that
no member of the Agent’s Group is or shall be required to restrict its activities as a result of the
Person serving as Agent being a member of the Agent’s Group, and that each member of the
Agent’s Group may undertake any Activities without further consultation with or notification to
any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan
Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the
Information Memorandum) concerning the Borrowers or their Affiliates (including information
concerning the ability of the Borrowers to perform their respective obligations hereunder, under
the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if
applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by the Agent or any
member of the Agent’s Group to any Bank including any such duty that would prevent or restrict
the Agent’s Group from acting on behalf of customers (including the Borrowers or their
Affiliates) or for its own account.

SECTION 1.01. Duties of Agent; Exculpatory Provisions. (a) The Agent’s duties
hereunder, the Local Currency Agent’s duties under the Local Currency Addendum and the
Japan Local Currency Agent’s duties under the Japan Local Currency Addendum are solely
ministerial and administrative in nature and none of the Agent, the Local Currency Agent or the
Japan Local Currency Agent shall have any duties or obligations except those expressly set forth
herein, in the Local Currency Addendum or in the Japan Local Currency Addendum. Without
limiting the generality of the foregoing, none of the Agent, the Local Currency Agent or the
Japan Local Currency Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, but shall be required to act or refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the written direction of the Majority Banks,
the Majority Local Currency Banks or the Majority Japan Local Currency Banks, as applicable
(or such other number or percentage of the Banks as shall be expressly provided for herein, in the
Local Currency Addendum or in the Japan Local Currency Addendum, as applicable), provided
that none of the Agent, the Local Currency Agent or the Japan Local Currency Agent shall be
required to take any action that, in its opinion or the opinion of its counsel, may expose the
Agent, the Local Currency Agent, the Japan Local Currency Agent or any of their respective
-66-
Affiliates to liability or that is contrary to this Agreement, the Local Currency Addendum, the
Japan Local Currency Addendum or applicable law (including for the avoidance of doubt, any
action that may be in violation of the automatic stay under any Debtor Relief Law or that may
effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of
any Debtor Relief Law).

(b) None of the Agent, the Local Currency Agent or the Japan Local Currency Agent
shall be liable for any action taken or not taken by it (i) with the consent or at the request of the
Majority Banks, the Majority Local Currency Banks or the Majority Japan Local Currency
Banks, as applicable (or as the Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 8.01 and 6.01) or (ii) in the absence of its own gross
negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any
Event of Default or the event or events that give or may give rise to any Event of Default unless
and until the Borrowers or any Bank shall have given notice to the Agent describing such Event
of Default and such event or events.

(c) None of the Agent, any member of the Agent’s Group, the Local Currency Agent
or the Japan Local Currency Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty, representation or other information made or supplied in
or in connection with this Agreement, the Information Memorandum, the Local Currency
Addendum or the Japan Local Currency Addendum, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith or the
adequacy, accuracy and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Event of Default or unmatured Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the
Local Currency Addendum, the Japan Local Currency Addendum or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items
expressly required to be delivered to the Agent.

(d) Nothing in this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum shall require the Agent or any of its Related Parties to carry out any “know
your customer” or other checks in relation to any person on behalf of any Bank and each Bank
confirms to the Agent that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by the Agent or any of
its Related Parties.

SECTION 1.03. Reliance by Agent. Each of the Agent, the Local Currency Agent
and the Japan Local Currency Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Each of the Agent, the Local Currency Agent and the Japan
Local Currency Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the making of an
Advance that by its terms must be fulfilled to the satisfaction of a Bank, a Local Currency Bank
or the Japan Local Currency Bank, the Agent, the Local Currency Agent and the Japan Local
Currency Agent may presume that such condition is satisfactory to such Bank, Local Currency
Bank or the Japan Local Currency Bank, as applicable unless an officer of the Agent, the Local
Currency Agent or the Japan Local Currency Agent, as applicable, responsible for the
transactions contemplated hereby shall have received notice to the contrary from such Bank,
Local Currency Bank or Japan Local Currency Bank, as applicable, prior to the making of such
-67-
Advance, and in the case of a Borrowing, such Bank, Local Currency Bank or such Japan Local
Currency Bank, as applicable, shall not have made available to the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as applicable, such Bank’s, Local Currency Bank’s or
Japan Local Currency Bank’s, as applicable, ratable portion of such Borrowing. The Agent, the
Local Currency Agent and the Japan Local Currency Agent may consult with legal counsel (who
may be counsel for the Borrowers), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.

SECTION 1.04. Delegation of Duties. The Agent may perform any and all of its
duties and exercise its rights and powers hereunder, under the Local Currency Addendum or
under the Japan Local Currency Addendum by or through any one or more sub agents appointed
by the Agent. The Agent and any such sub agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties. Each such sub
agent and the Related Parties of the Agent and each such sub agent shall be entitled to the
benefits of all provisions of this Article VII and Section 8.04 (as though such sub-agents were the
“Agent” hereunder or under the Japan Local Currency Addendum) as if set forth in full herein
with respect thereto.

SECTION 1.05. Resignation or Removal of Agent. (a) The Agent may at any time
give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of
resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so
appointed by the Majority Banks and shall have accepted such appointment within 60 days after
the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment
Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting
the qualifications set forth above. In addition and without any obligation on the part of the
retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at
any time upon or after the end of the Bank Appointment Period notify the Borrowers and the
Banks that no qualifying Person has accepted appointment as successor Agent and the effective
date of such retiring Agent’s resignation which effective date shall be no earlier than three
business days after the date of such notice. Upon the resignation effective date established in
such notice and regardless of whether a successor Agent has been appointed and accepted such
appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the
retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all
payments, communications and determinations provided to be made by, to or through the Agent
shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint
a successor Agent as provided for above in this clause (a).

(a) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the
definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in
writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent
and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States.
Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a
qualifying Person shall have been so appointed by the Majority Banks and shall have accepted
such appointment and (y) 30 days after the delivery of the removal notice in writing to the
Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the
Removal Effective Date and regardless of whether a successor Agent has been appointed and
accepted such appointment, the removal of such Defaulting Agent shall become effective and (i)
such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder
and (ii) all payments, communications and determinations provided to be made by, to or through

-68-
the Agent shall instead be made by or to each Bank directly, until such time as the Majority
Banks appoint a successor Agent as provided for above in this clause (b).

(a) Upon the acceptance of a successor’s appointment as Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be
discharged from all of its duties and obligations as Agent hereunder (if not already discharged
therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a
successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the retiring or removed Agent’s resignation or
removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the
Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal
under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04
shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent
or Japan Local Currency Agent, its sub agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring or removed Agent was
acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the
retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

SECTION 1.01. Non-Reliance on Agents and Other Banks. (a) Each Bank
confirms to the Agent, the Local Currency Agent, the Japan Local Currency Agent, each other
Bank and each of their respective Related Parties that it (i) possesses (individually or through its
Related Parties) such knowledge and experience in financial and business matters that it is
capable, without reliance on the Agent, the Local Currency Agent, the Japan Local Currency
Agent, any other Bank or any of their respective Related Parties, of evaluating the merits and
risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x)
entering into this Agreement, (y) making Advances and other extensions of credit hereunder and
(z) taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such
risks and (iii) has determined that entering into this Agreement and making Advances and other
extensions of credit hereunder is suitable and appropriate for it.

(b) Each Bank acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with this
Agreement and, to the extent such Bank is a party thereto, the Local Currency Addendum and
the Japan Local Currency Addendum, (ii) that it has, independently and without reliance upon
the Agent, the Local Currency Agent, the Japan Local Currency Agent, any other Bank or any of
their respective Related Parties, made its own appraisal and investigation of all risks associated
with, and its own credit analysis and decision to enter into, this Agreement and, to the extent
such Bank is a party thereto, the Local Currency Addendum and the Japan Local Currency
Addendum, based on such documents and information, as it has deemed appropriate and (iii) it
will, independently and without reliance upon the Agent, the Local Currency Agent, the Japan
Local Currency Agent, any other Bank or any of their respective Related Parties, continue to be
solely responsible for making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take action under, this
Agreement and, to the extent such Bank is a party thereto, the Local Currency Addendum and
the Japan Local Currency Addendum, based on such documents and information as it shall from
time to time deem appropriate, which may include, in each case:

(A) the financial condition, status and capitalization of each Borrower;

(B) the legality, validity, effectiveness, adequacy or enforceability of
this Agreement, the Notes (with respect to any Bank that has requested a Note),
the Local Currency Addendum (with respect to any Bank party thereto), the Japan
Local Currency Addendum (with respect to any Bank party thereto) and any other
-69-
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith or therewith;

(C) determining compliance or non-compliance with any condition
hereunder to the making of an Advance hereunder and, to the extent such Bank is
a party thereto, under the Local Currency Addendum or the Japan Local Currency
Addendum, and the form and substance of all evidence delivered in connection
with establishing the satisfaction of each such condition subject to confirmation
by the Agent of its receipt of items requested to be delivered as conditions to
lending pursuant to Sections 3.01 and 3.02 hereof;

(D) adequacy, accuracy and/or completeness of the Information
Memorandum and any other information delivered by the Agent, any other Bank
or by any of their respective Related Parties under or in connection with this
Agreement, the transactions contemplated hereby and thereby or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith or therewith.

SECTION 1.06. No Other Duties, etc. Anything herein to the contrary
notwithstanding, none of the Persons acting as Bookrunners or Arrangers listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement, except in its
capacity, as applicable, as the Agent or as a Bank hereunder.

SECTION 1.07. Indemnification. To the extent not reimbursed by the Borrowers
in accordance with Section 8.4 hereof, the Banks agree to indemnify the Agent, the Local
Currency Agent, the Japan Local Currency Agent, the Arrangers and the Co-Syndication Agents
ratably according to the respective principal amounts of the Revolving Credit Advances, Local
Currency Advances, Japan Local Currency Advances or Term Loan Advances, as applicable,
then held by each of them (or if no Revolving Credit Advances, Local Currency Advances, Japan
Local Currency Advances or Term Loan Advances are at the time outstanding, ratably according
to the respective amounts of their Commitments, Local Currency Commitments or Japan Local
Currency Commitments, as applicable), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent,
the Local Currency Agent, the Japan Local Currency Agent, the Arrangers or the Co-Syndication
Agents in any way relating to or arising out of this Agreement, the Local Currency Addendum or
the Japan Local Currency Addendum or any action taken or omitted by the Agent, the Local
Currency Agent, the Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents
under this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum;
provided that no Bank shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the
Agent’s, the Local Currency Agent’s, the Japan Local Currency Agent’s, the Arrangers’ or the
Co-Syndication Agents’ gross negligence or willful misconduct. Without limitation of the
foregoing, each Bank agrees to reimburse the Agent, the Local Currency Agent, the Japan Local
Currency Agent, the Arrangers and the Co-Syndication Agents promptly upon demand for its
ratable share (determined as specified in the first sentence of this Section 7.09) of any out-of-
pocket expenses (including reasonable outside counsel fees) incurred by the Agent, the Local
Currency Agent, the Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents in
connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiation, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, the Local Currency Addendum or the
Japan Local Currency Addendum, to the extent that the Agent, the Local Currency Agent, the
Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents are not reimbursed for
such expenses by the Borrowers.
-70-
SECTION 1.10. Bank ERISA Matters. (a) Each Bank (x) represents and warrants,
as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such
Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for
the benefit of, the Agent, and each Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and
will be true:

(i) such Bank is not using “plan assets” (within the meaning of the Plan Asset
Regulations or otherwise) of one or more Benefit Plans with respect to such Bank’s
entrance into, participation in, administration of and performance of the Advances, the
Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified
professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain
transactions involving insurance company pooled separate accounts), PTE 91-38 (a class
exemption for certain transactions involving bank collective investment funds) or PTE
96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Bank’s entrance into, participation in, administration of
and performance of the Advances, the Commitments and this Agreement, and the
conditions for exemptive relief thereunder are and will continue to be satisfied in
connection therewith,

(iii) (A) such Bank is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such
Qualified Professional Asset Manager made the investment decision on behalf of such
Bank to enter into, participate in, administer and perform the Advances, the
Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Advances, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are
satisfied with respect to such Bank’s entrance into, participation in, administration of and
performance of the Advances, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in
writing between the Agent, in its sole discretion, and such Bank.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a)
is true with respect to a Bank or (2) a Bank has provided another representation, warranty and
covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank
further (x) represents and warrants, as of the date such Person became a Bank party hereto, to,
and (y) covenants, from the date such Person became a Bank party hereto to the date such Person
ceases being a Bank party hereto, for the benefit of, the Agent, and each Arranger and their
respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers,
that none of the Agent, or any Arranger or any of their respective Affiliates is a fiduciary with
respect to the assets of such Bank involved in such Bank’s entrance into, participation in,
administration of and performance of the Advances, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Agent under this
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any
documents related to hereto or thereto).

As used in this Section, the following terms shall have the following meanings:

-71-
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section
3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to
Section 4975 of the Code or (c) any Person whose assets include (for purposes of the Plan Asset
Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the
assets of any such “employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S.
Department of Labor, as any such exemption may be amended from time to time.

SECTION 1.13. Erroneous Payments.

(a) If the Agent (x) notifies a Bank, or any Person who has received funds on behalf
of a Bank (any such Bank or other recipient (and each of their respective successors and assigns),
a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after
receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in
such notice from the Agent) received by such Payment Recipient from the Agent or any of its
Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Bank or other Payment
Recipient on its behalf) (any such funds, whether transmitted or received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and
collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of
the Agent pending its return or repayment as contemplated below in this Section 7.11 and held in
trust for the benefit of the Agent, and such Bank shall (or, with respect to any Payment Recipient
who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in
no event later than two Business Days thereafter (or such later date as the Agent may, in its sole
discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or
portion thereof) as to which such a demand was made, in same day funds (in the currency so
received), together with interest thereon (except to the extent waived in writing by the Agent) in
respect of each day from and including the date such Erroneous Payment (or portion thereof) was
received by such Payment Recipient to the date such amount is repaid to the Agent in same day
funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance
with banking industry rules on interbank compensation from time to time in effect. A notice of
the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest
error.
(b) Without limiting immediately preceding clause (a), each Bank or any Person who
has received funds on behalf of a Bank (and each of their respective successors and assigns),
agrees that if it receives a payment, prepayment or repayment (whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent
(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that
specified in this Agreement or in a notice of payment, prepayment or repayment sent by the
Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that
was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the
Agent (or any of its Affiliates), or (z) that such Bank, or other such recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such
case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding
clauses (x) or (y), an error and mistake shall be presumed to have been made (absent
written confirmation from the Agent to the contrary) or (B) an error and mistake has been
made (in the case of immediately preceding clause (z)), in each case, with respect to such
payment, prepayment or repayment; and

-72-
(ii) such Bank shall (and shall cause any other recipient that receives funds on
its respective behalf to) promptly (and, in all events, within one Business Day of its
knowledge of the occurrence of any of the circumstances described in immediately
preceding clauses (x), (y) and (z)) notify the Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so
notifying the Agent pursuant to this Section 7.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section
7.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section
7.11(a) or on whether or not an Erroneous Payment has been made.

(c) Each Bank hereby authorizes the Agent to set off, net and apply any and all
amounts at any time owing to such Bank under any Loan Document (including this Agreement),
or otherwise payable or distributable by the Agent to such Bank under any such Loan Document
with respect to any payment of principal, interest, fees or other amounts, against any amount that
the Agent has demanded to be returned under immediately preceding clause (a).

(d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by
the Agent for any reason, after demand therefor in accordance with immediately preceding
clause (a), from any Bank that has received such Erroneous Payment (or portion thereof) (and/or
from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its
respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”),
upon the Agent’s notice to such Bank at any time, then effective immediately (with the
consideration therefor being acknowledged by the parties hereto), (A) such Bank shall be
deemed to have assigned its Advances (but not its Commitments) with respect to which such
Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to
the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify)
(such assignment of the Advances (but not Commitments) of the Erroneous Payment Impacted
Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount
calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by
the Agent in such instance)), and is hereby (together with the Borrowers) deemed to execute and
deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating
an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to
which the Agent and such parties are participants) with respect to such Erroneous Payment
Deficiency Assignment, and such Bank shall deliver any Notes evidencing such Advances to the
Borrowers or the Agent (but the failure of such Person to deliver any such Notes shall not affect
the effectiveness of the foregoing assignment), (B) the Agent as the assignee Bank shall be
deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed
acquisition, the Agent as the assignee Bank shall become a Bank, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment and the assigning Bank shall cease to
be a Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency
Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification
provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Bank, (D) [RESERVED], and (E) the Agent will reflect in the Register its ownership
interest in the Advances subject to the Erroneous Payment Deficiency Assignment. For the
avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the
Commitments of any Bank and such Commitments shall remain available in accordance with the
terms of this Agreement.

(ii) Subject to Section 8.07, the Agent may, in its discretion, sell any
Advances (provided that no sales of such Advances shall be made to a Defaulting Bank) acquired
pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of
such sale, the Erroneous Payment Return Deficiency owing by the applicable Bank shall be
reduced by the net proceeds of the sale of such Advance (or portion thereof), and the Agent shall
-73-
retain all other rights, remedies and claims against such Bank (and/or against any recipient that
receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency
owing by the applicable Bank (x) shall be reduced by the proceeds of prepayments or repayments
of principal and interest, or other distribution in respect of principal and interest, received by the
Agent on or with respect to any such Advances acquired from such Bank pursuant to an
Erroneous Payment Deficiency Assignment (to the extent that any such Advances are then
owned by the Agent) and (y) may, in the sole discretion of the Agent, be reduced by any amount
specified by the Agent in writing to the applicable Bank from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Agent may be
equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not
recovered from any Payment Recipient that has received such Erroneous Payment (or portion
thereof) for any reason, the Agent shall be subrogated to all the rights and interests of such
Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf
of a Bank, to the rights and interests of such Bank, as the case may be) under this Agreement and
the other Loan Documents, with respect to such amount (the “Erroneous Payment Subrogation
Rights”) (provided that the Borrowers’ obligations under this Agreement and the other Loan
Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of
such obligations in respect of Advances that have been assigned to the Agent under an Erroneous
Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by a Borrower; provided that this Section
7.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of
increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the
amount (and/or timing for payment) of the Obligations that would have been payable had such
Erroneous Payment not been made by the Agent; provided, further, that for the avoidance of
doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such
Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is,
comprised of funds received by the Agent from the Borrowers for the purpose of making such
Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any
right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,
counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Agent for the return of any Erroneous Payment received, including, without
limitation, any defense based on “discharge for value” or any similar doctrine.
(g) Each party’s obligations, agreements and waivers under this Section 7.11 shall
survive the resignation or replacement of the Agent, the termination of the Commitments and/or
the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under this
Agreement or any other Loan Document.

ARTICLE VIII
MISCELLANEOUS

SECTION 1.08. Amendments, Etc.

(c) No amendment or waiver of any provision of this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum or the Notes, nor consent to any departure by
any Borrower therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Borrowers and the Majority Banks, the Majority Local Currency Banks or the
Majority Japan Local Currency Banks, as the case may be, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by all the
Banks, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02,
-74-
or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve
an increase in the aggregate outstanding amount of Advances over the aggregate amount of
Advances outstanding immediately prior to such Borrowing), (b) increase the Commitments of
the Banks (other than pursuant to Section 2.05(c)), increase the Local Currency Commitments,
increase the Japan Local Currency Commitments, or subject the Banks to any additional
obligations, (c) reduce or forgive the principal of, or the rate or amount of interest on, the
Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any
payment of principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (e) change the definition of “Majority Banks,” “Majority Local Currency Banks” or
“Majority Japan Local Currency Banks,” or the percentage of the Commitments or of the
aggregate unpaid principal amount of the Advances, or the number of Banks, which shall be
required for the Banks, or any of them, to take any action hereunder, under the Local Currency
Addendum or under the Japan Local Currency Addendum, or the percentage of the Local
Currency Commitments or Japan Local Currency Commitments or the aggregate unpaid Local
Currency Advances or Japan Local Currency Advances, or the number of Local Currency Banks
or Japan Local Currency Banks, which shall be required for the Local Currency Banks or the
Japan Local Currency Banks, as applicable, or any of them, to take any action hereunder, under
the Local Currency Addendum or under the Japan Local Currency Addendum, as applicable, (f)
amend, modify, or otherwise release CFSC from its obligations under, Article IX hereof or (g)
amend this Section 8.01; and provided, further, that no amendment, waiver or consent shall,
unless in writing and signed by the Agent and the Local Currency Agent or the Japan Local
Currency Agent, as applicable, in addition to the Borrower and the Banks required above to take
such action, affect the rights or duties of the Agent, the Local Currency Agent or the Japan Local
Currency Agent, as applicable, under this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum or any Note.

(d) Anything herein to the contrary notwithstanding, during such period as a Bank is
a Defaulting Bank, to the fullest extent permitted by applicable law, such Bank will not be
entitled to vote in respect of amendments and waivers hereunder and the Commitment and the
outstanding Advances or other extensions of credit of such Bank hereunder will not be taken into
account in determining whether the Majority Banks or all of the Banks, as required, have
approved any such amendment or waiver (and the definition of “Majority Banks” will
automatically be deemed modified accordingly for the duration of such period); provided, that
any such amendment or waiver that would increase the Commitment of such Defaulting Bank or
subject such Defaulting Bank to any additional obligations, postpone the date fixed for any
payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal
of, or interest on, the Advances or any fees or other amounts owing to such Defaulting Bank
hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.

SECTION 1.09. Notices; Communications, Etc.

(a) All notices, demands, requests, consents and other Communications provided for
in this Agreement shall be given in writing, or by any telecommunication device capable of
creating a written record (including electronic mail, except with respect to (x) service of process
to any party or (y) communications to any Bank that has previously notified the Agent and the
Borrowers that electronic mail is not an acceptable delivery method), and addressed to the party
to be notified as follows:

(i) if to Caterpillar

Caterpillar Inc.
100 N.E. Adams Street
Peoria, IL 61629-5370
Attention of: Director – Corporate Finance Services
-75-
Telecopier No.: 309-578-7909
E-Mail Address: cook_adam_j@cat.com

with a copy to:

Caterpillar Inc.
5205 N. O'Connor Boulevard, Suite 100
Irving, Texas 75039
Attention: Legal Services – Enterprise Governance & Finance Group
Telecopier No.: 309-992-6964
E-Mail Address: david.nimmons@cat.com

(ii) if to CFSC, CIF or CFKK

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attention of: Treasurer
Telecopier No.: 309-675-1188
E-Mail Address: derek.jacobs@cat.com

with a copy to:

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attention: Legal Department – Securities Group
Telecopier No.: 615-341-1083
E-Mail Address: david.nimmons@cat.com

(iii) if to the Agent

Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 646-274-5080
E-Mail Address: glagentofficeops@citi.com

with a copy to:

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention of: Lisa Stevens Harary
Telecopier No.: 212-816-3107
E-Mail Address: lisa.stevensharary@citi.com

(iv) if to any other Bank, to its address (or telecopier number or e-mail
address) set forth in its Administrative Questionnaire;

or at such other address as shall be notified in writing (x) in the case of the Borrowers or the
Agent, to the other parties and (y) in the case of all other parties, to the Borrowers and the Agent.

-76-
(e) Except as otherwise provided in this Agreement, all notices, demands, requests,
consents and other Communications described in clause (a) shall be effective (i) if delivered by
hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail,
when received by the intended recipient, (iii) if delivered by posting to an Approved Electronic
Platform, an Internet website or a similar telecommunication device requiring that a user have
prior access to such Approved Electronic Platform, website or other device (to the extent
permitted by this Section 8.02 to be delivered thereunder), when such notice, demand, request,
consent and other communication shall have been made generally available on such Approved
Electronic Platform, Internet website or similar device to the class of Person being notified
(regardless of whether any such Person must accomplish, and whether or not any such Person
shall have accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user agreement or
undertaking a duty of confidentiality) and such Person has been notified in respect of such
posting that a communication has been posted to the Approved Electronic Platform and (iv) if
delivered by electronic mail or any other telecommunications device, when received by the
intended recipient; provided, however, that notices and communications to the Agent pursuant to
Article II or Article VII shall not be effective until received by the Agent. If any notice, demand,
request or other communication related to an Event of Default (including, without limitation, any
notice of a failure to make a required payment), is delivered by the Agent or any Bank to the
Borrower by electronic mail or any other telecommunications device, the Agent or such Bank, as
applicable, shall promptly deliver a duplicate copy of such notice, demand, request or other
communication to the Borrower by hand (including by overnight courier service) or by mail.

(f) Notwithstanding clauses (a) and (b) (unless the Agent and the Borrowers agree
that the provisions of clause (a) and (b) be followed) and any other provision in this Agreement
providing for the delivery of any Approved Electronic Communication by any other means, the
Borrowers shall deliver all Approved Electronic Communications to the Agent by properly
transmitting such Approved Electronic Communications in an electronic/soft medium in a format
reasonably acceptable to the Agent to oploanswebadmin@citigroup.com or such other electronic
mail address (or similar means of electronic delivery) as the Agent may notify to the Borrowers.
Nothing in this clause (c) shall prejudice the right of the Agent or any Bank to deliver any
Communication to any Borrower in any manner authorized in this Agreement or to request that
the Borrowers effect delivery in such manner.

(g) Each of the Banks and each Borrower agree that the Agent may, but shall not be
obligated to, make the Approved Electronic Communications available to the Banks by posting
such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic
platform chosen by the Agent to be its electronic transmission system (the “Approved Electronic
Platform”).

(h) Although the Approved Electronic Platform and its primary web portal are
secured with generally-applicable security procedures and policies implemented or modified by
the Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/
Password Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved
Electronic Platform only on a deal-by-deal basis, each of the Banks and each Borrower
acknowledges and agrees that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of
which is hereby acknowledged, each of the Banks and each Borrower hereby approves
distribution of the Approved Electronic Communications through the Approved Electronic
Platform and, subject to subsection (f) below, understands and assumes the risks of such
distribution.
-77-
(i) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED
ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
NONE OF THE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S GROUP
WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED
ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM
AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM, EXCEPT FOR ERRORS OR OMISSIONS RESULTING FROM
AGENT’S OR AGENT GROUP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM.

(j) Each of the Banks and each Borrower agree that the Agent may, but (except as
may be required by applicable law) shall not be obligated to, store the Approved Electronic
Communications on the Approved Electronic Platform in accordance with the Agent’s generally-
applicable document retention procedures and policies.

SECTION 1.010. No Waiver; Remedies. No failure on the part of any party hereto
to exercise, and no delay in exercising, any right hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

SECTION 1.011. Costs, Expenses and Taxes. (a) Caterpillar agrees to pay on
written demand all reasonable costs and expenses of the Agent, the Local Currency Agent, the
Japan Local Currency Agent, each of the Arrangers and each of the Co-Syndication Agents in
connection with the preparation, execution, delivery, administration, modification and
amendment of this Agreement, the Local Currency Addendum, the Japan Local Currency
Addendum, the Notes and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, the Local
Currency Agent, the Japan Local Currency Agent, each of the Arrangers and each of the Co-
Syndication Agents with respect thereto and with respect to advising the Agent, the Local
Currency Agent, the Japan Local Currency Agent, each of the Arrangers and each of the Co-
Syndication Agents as to their rights and responsibilities under this Agreement, the Local
Currency Addendum and the Japan Local Currency Addendum. The Borrowers further agree to
pay all costs and expenses, if any (including, without limitation, reasonable counsel fees and
expenses of the Banks), of the Agent, the Banks, the Local Currency Agent, the Japan Local
Currency Agent, each of the Arrangers and each of the Co-Syndication Agents in connection
with the enforcement (whether through negotiations, legal proceedings or otherwise) of this
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, the Notes and
the other documents to be delivered hereunder. If any such costs or expenses are attributable to a
particular Borrower, such costs or expenses shall be paid by such Borrower. In all other cases,
such costs or expenses shall be paid by Caterpillar.

(a) If any payment of principal of any Term SOFR Advance, EURIBOR Rate
Advance or RFR Advance is made other than on the last day of the Interest Period for such
Advance, as a result of a payment pursuant to Section 2.09 or acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, or if the Banks receive payments
from an Added Bank in connection with the purchase of a participation in Term SOFR
-78-
Advances, EURIBOR Rate Advances or RFR Advances by such Added Bank pursuant to
Section 2.05(d), the applicable Borrower shall, upon demand by any Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such Bank any amounts as such Bank
shall reasonably determine in good faith to be required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably incur as a result of such payment.
Such indemnification shall include, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to
fund or maintain such Advance; provided, however, that any indemnification for such losses,
costs and expenses shall be limited to an amount equal to (i) the principal amount of the Advance
paid by such Borrower or the amount of the participation purchased by such Added Bank, as the
case may be, times (ii) the number of days remaining in the Interest Period applicable to such
Advance (which shall be deemed to be one month for RFR Advances), divided by (x) 360 for
Term SOFR Advances or EURIBOR Rate Advances and (y) 365 or 366, as applicable, for RFR
Advances, times (iii) the interest differential between the interest rate applicable to such Advance
and the rate of interest which would apply on an Advance to such Borrower of the same Type
requested on the date of such payment by such Borrower for an Interest Period which most
nearly approximates the remaining term of the Interest Period applicable to the Advance paid by
such Borrower. A certificate describing in reasonable detail the amount of such losses, costs and
expenses, and specifying therein the Type of loan in reference to which such Bank shall have
made its calculations thereof (the “Reference Investment”), submitted to such Borrower and the
Agent by such Bank, shall create a rebuttable presumption of the rate applicable to the Reference
Investment identified therein. In making any determination under this Section 8.04(b), each
Bank shall use reasonable efforts to minimize the amount payable by such Borrower hereunder
to such Bank, provided that such action does not result in any additional cost, loss or expense for
such Bank and is not otherwise disadvantageous to such Bank.

(a) The Borrowers severally agree to indemnify and hold harmless each of the Agent,
the Local Currency Agent, the Japan Local Currency Agent, each Bank, each Local Currency
Bank, each Japan Local Currency Bank, each Arranger and each Co-Syndication Agent and each
of their Affiliates, directors, officers and employees from and against any and all claims,
damages, liabilities and expenses (including, without limitation, reasonable fees and
disbursements of outside counsel) which may be incurred by or asserted against the Agent, the
Local Currency Agent, the Japan Local Currency Agent, such Bank, such Local Currency Bank,
such Japan Local Currency Bank, such Arranger or such Co-Syndication Agent or any of its or
their respective Affiliates, directors, officers, members, partners, agents, or employees in
connection with or arising out of the Loan Documents or the transactions contemplated hereby,
including but not limited to any investigation, litigation, or proceeding (i) related to any
transaction or proposed transaction (whether or not consummated) in which any proceeds of any
Borrowing are applied or proposed to be applied, directly or indirectly, by such Borrower,
whether or not the Agent, the Local Currency Agent, the Japan Local Currency Agent, such
Bank, such Local Currency Bank, such Japan Local Currency Bank, such Arranger or such Co-
Syndication Agent or any such director, officer or employee is a party to such transactions or (ii)
related to such Borrower’s entering into this Agreement, the Local Currency Addendum or the
Japan Local Currency Addendum, or to any actions or omissions of such Borrower, any of its
Subsidiaries or Affiliates or any of its or their respective officers, members, partners, agents,
directors or employees in connection therewith. If any such claims, damages, liabilities and
expenses are attributable to a particular Borrower, such indemnity shall be provided by such
Borrower. In all other cases, such indemnity shall be provided by Caterpillar. No Borrower
shall be required to indemnify any such indemnified Person from or against any portion of such
claims, damages, liabilities or expenses (x) arising out of the gross negligence or willful
misconduct of such indemnified Person or (y) that result from the violation in any material
respect by such indemnified Person of any law, regulation, ordinance, or judicial or
governmental agency order.

-79-
(b) The Borrowers’ obligations under this Section 8.04 shall survive the termination
of this Agreement and repayment of all Advances.

SECTION 1.02. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default with respect to a Borrower and (ii) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the
Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each
Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Bank to or for the credit
or the account of such Borrower against any and all of the obligations of such Borrower now or
hereafter existing under this Agreement, the Local Currency Addendum, the Japan Local
Currency Addendum, and any Note of such Borrower held by such Bank, irrespective of whether
or not such Bank shall have made any demand under this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum, or such Note and although such obligations
may be unmatured. Each Bank agrees to immediately notify such Borrower and the Agent by
facsimile or electronic mail after any such set-off and application made by such Bank, provided
that the failure to give such notice shall not affect the validity of such set off and application.
The rights of each Bank under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Bank may have. In the event
that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid
over immediately to the Agent for further application in accordance with the provisions of
Section 2.18 and, pending such payment, will be segregated by such Defaulting Bank from its
other funds and deemed held in trust for the benefit of the Agent and the other Banks and (y) the
Defaulting Bank will provide promptly to the Agent a statement describing in reasonable detail
the obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

SECTION 1.03. Binding Effect. This Agreement shall be deemed to have become
effective as of September 1, 2022 when it shall have been executed by the Borrowers, the Local
Currency Agent, the Japan Local Currency Agent, and the Agent and when the Agent shall have
been notified by each Bank that such Bank has executed it and thereafter this Agreement shall be
binding upon and inure to the benefit of the Borrowers, the Agent, the Local Currency Agent, the
Japan Local Currency Agent, and each Bank and their respective successors and assigns, except
that no Borrower shall have the right to assign its rights hereunder or any interest herein without
the prior written consent of all the Banks.
SECTION 1.04. Assignments and Participations.

(c) (i) Each Bank may, upon not less than one (1) Business Day’s prior notice to the
Agent and with the prior written consent of the Agent (which shall not be required in the case of
an assignment by a Bank to another Bank or a Bank’s Affiliate), Caterpillar and CFSC (in each
case, which consents shall not be unreasonably withheld or delayed; provided, that each of
Caterpillar and CFSC shall be deemed to have consented to any assignment unless such
Borrowers shall object thereto by written notice to the Agent within ten (10) Business Days after
having received notice thereof; provided, further, that no consent of Caterpillar or CFSC shall be
required in connection with any assignment (x) to a Bank or a Bank’s Affiliate or (y) to an
Eligible Financial Institution if an Event of Default has occurred and is continuing) assign to one
or more of such Bank’s Affiliates or to one or more other Banks (or to any Affiliate of such
Bank) or to one or more banks or other entities all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, Revolving
Credit Commitment, its Local Currency Commitment, its Japan Local Currency Commitment, if
applicable, the Advances owing to it and any Note or Notes held by it); provided, however, that
(A) each such assignment shall be of a constant, and not a varying, percentage of all of the
assigning Bank’s rights and obligations under this Agreement, and shall be in an amount not less
-80-
than the lesser of (x) $5,000,000 and (y) the remaining amount of the assigning Bank’s
Commitment (calculated as at the date of such assignment) or outstanding Advances (if such
Bank’s Commitment has been terminated), (B) no such assignment shall result in any Bank
having a Commitment which is more than 20% of the Total Commitment, (C) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance (but not consent), an
Assignment and Acceptance, together with any Note or Notes subject to such assignment and,
other than in connection with assignments to a Bank’s Affiliate, a processing and recordation fee
of $3,500 (which fee may be waived by the Agent in its sole discretion), (D) no such assignment
shall be made to any Borrower or any of such Borrower’s Affiliates or Subsidiaries and (E) no
such assignment will be made to any Defaulting Bank or any of its subsidiaries, or any Person
who, upon becoming a Bank hereunder, would be a Defaulting Bank.

(i) Upon such execution, delivery and acceptance of any such Assignment
and Acceptance, from and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall, in addition to the rights and obligations
hereunder held by it immediately prior to such effective date (if any), have the rights and
obligations hereunder that have been assigned to it pursuant to such Assignment and
Acceptance and (y) the Bank assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under this
Agreement, the Local Currency Addendum, if applicable, and the Japan Local Currency
Addendum, if applicable (and, in the case of an Assignment and Acceptance covering all
or the remaining portion of an assigning Bank’s rights and obligations under this
Agreement, the Local Currency Addendum, if applicable, and the Japan Local Currency
Addendum, if applicable, such Bank shall cease to be a party hereto and thereto).
Notwithstanding any assignment, each assigning Bank shall continue to have the benefits
and obligations of a “Bank” under Section 2.12, Section 8.04 and Section 8.14 hereof to
the extent of any Commitments or Advances assigned in accordance herewith.

(d) By executing and delivering an Assignment and Acceptance, the Bank assignor
thereunder and the assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning
Bank makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum, or any other instrument or document
furnished pursuant hereto or thereto; and (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto.

(e) The Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amounts of the Advances owing to, each Bank pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be prima facie
evidence of such matters, and the Borrowers, the Agent, the Local Currency Agent, the Japan
Local Currency Agent and the Banks may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers or any Bank at any reasonable time and from time to time upon reasonable prior
notice.

-81-
(f) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank
and an assignee, together with the Notes, if any, subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the form of Exhibit
C-1 hereto, (i) accept such Assignment and Acceptance, and (ii) give prompt notice thereof to the
Borrowers. Within five (5) Business Days after its receipt of such notice, each Borrower, at its
own expense, shall execute and deliver to the Agent in exchange for any surrendered Note of
such Borrower a new Note, if requested, to the order of such assignee and, if the assigning Bank
has retained a Commitment hereunder and requested a new Note, a new Note of such Borrower
to the order of the assigning Bank. Such new Note or Notes, if requested, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in substantially the
form of Exhibit A hereto.

(g) Each Bank may sell participations to one or more banks or other entities in or to
all or a portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, Revolving Credit Commitment, Local Currency
Commitment, if applicable, Japan Local Currency Commitment, if applicable, the Advances
owing to it and the Notes, if any, held by it); provided, however, that (i) such Bank’s obligations
under this Agreement (including, without limitation, its Commitment to the Borrowers
hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the
Borrowers, the other Banks and the Agent for the performance of such obligations, (iii) such
Bank shall remain the holder of any such Notes for all purposes of this Agreement, and (iv) the
Borrowers, the Agent and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Bank sells such a participation shall provide that
such Bank shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Bank will not, without the consent of the participant, agree to
any amendment, modification or waiver described in the first proviso to Section 8.01(a) that
affects such participant.

(h) Notwithstanding the foregoing, any Bank may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement (including, without
limitation, rights to payments of principal of and/or interest on the Advances) to secure
obligations of such Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or any central bank having jurisdiction over such Bank, without prior notice to or
consent of the Borrowers or the Agent; provided that no such pledge or assignment shall release
such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for
such Bank as a party hereto.

SECTION 1.05. Governing Law; Submission to Jurisdiction; Service of Process.

(i) This Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York (without regard for conflict of law principles that would
result in the application of any law other than the internal law of the State of New York).

(j) Each of the Agent, the Local Currency Agent, the Japan Local Currency Agent,
each Bank, each Local Currency Bank, each Japan Local Currency Bank and each Borrower
hereby (i) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an
inconvenient forum to the maintenance of any action or proceeding brought in accordance with
Section 8.08(c); and (ii) agrees that a final judgment in any action brought in accordance with
Section 8.08(c) or proceeding may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each Borrower irrevocably consents to the service of
process of any of the aforesaid courts in any such action or proceeding by the mailing or delivery
of a copy of such process to The Corporation Trust Company, as its agent for the purpose of
-82-
accepting such process, at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.

(k) Each Borrower irrevocably submits to the exclusive jurisdiction (or, solely in the
case of CFKK and CIF, to the non-exclusive jurisdiction) of (A) any New York State or United
States federal court sitting in New York City (and any appellate court hearing appeals from any
such court), (B) any Illinois State or United States federal court sitting in Chicago, Illinois (and
any appellate court hearing appeals from any such court) and (C) any United States federal court
sitting in Nashville, Tennessee (and any appellate court hearing appeals from any such court), in
each case, in connection with any action or proceeding arising out of or relating to this
Agreement and hereby irrevocably agrees that all claims in respect of any such action or
proceeding shall be heard (and with respect to CFKK and CIF may be heard) and determined in
any such New York State court sitting in New York City or Illinois State court sitting in
Chicago, Illinois or, to the extent permitted by law, in such federal court sitting in New York
City, Chicago, Illinois or Nashville, Tennessee. Each of the Agent, the Local Currency Agent,
the Japan Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local
Currency Bank hereby submits to the non-exclusive jurisdiction of any New York State or
United States federal court sitting in New York City (and any appellate court hearing appeals
from any such court).

(l) Nothing in this Section 8.08 shall affect the right of any Borrower, the Agent, the
Local Currency Agent, the Japan Local Currency Agent, any Bank, any Local Currency Bank or
any Japan Local Currency Bank to serve legal process in any other manner permitted by law.

(m) Nothing in this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum shall affect any right that the Agent, the Local Currency Agent, the Japan
Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local Currency
Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Local
Currency Addendum or the Japan Local Currency Addendum against any Borrower or its
properties in the courts of any jurisdiction.

SECTION 1.01. Caterpillar as Agent for the Borrowers. CFSC, CIF and CFKK
hereby appoint Caterpillar as their agent for purposes of giving notice to or otherwise advising
the Agent or the Banks in such instances where this Agreement calls for notice or advice from
the Borrowers rather than from a specific Borrower (Caterpillar, in such capacity, being referred
to herein as the “Borrower Agent”). The Banks and the Agent may assume that any advice given
to them by Caterpillar in respect of the Borrowers validly represents the collective decision of the
Borrowers, and the Banks and the Agent may rely upon such advice in all instances. Each of
CIF and CFKK hereby irrevocably waives, to the fullest possible extent, any defense of forum
non conveniens.

SECTION 1.10. Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due under this Agreement, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any of the Notes in any
currency (the “Original Currency”) into another currency (the “Other Currency”), the parties
hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Agent could purchase the Original
Currency with the Other Currency on the Business Day preceding that on which final judgment
is given. To the fullest extent permitted by applicable law, the obligation of any Borrower in
respect to any sum due in the Original Currency to the Agent or any Bank shall, notwithstanding
any judgment in an Other Currency, be discharged only to the extent that on the Business Day
following receipt by the Agent or such Bank, as applicable, of any sum adjudged to be so due in
the Other Currency, the Agent or such Bank, as applicable, may in accordance with normal
banking procedures purchase the Original Currency with the Other Currency; if the amount of
-83-
the Original Currency so purchased is less than the sum originally due to the Agent or such
Bank, as applicable, in the Original Currency, the applicable Borrower or Borrowers agree, as a
separate obligation and notwithstanding any such judgment, to indemnify the Agent or such
Bank, as applicable, against such loss, and if the amount of the Original Currency so purchased
exceeds the sum originally due the Agent or such Bank in the Original Currency, the Agent or
such Bank, as applicable, agrees to remit to the applicable Borrower or Borrowers such excess.

SECTION 1.11. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. A facsimile or PDF copy of any signature hereto shall
have the same effect as the original of such signature. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to any document to be signed in
connection with this Agreement and the transactions contemplated hereby shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that, in respect of documents to be signed by entities established within the European Union, the
Electronic Signature qualifies as a “qualified electronic signature” within the meaning of the
Regulation (EU) n°910/2014 of the European parliament and of the Council of 23 July 2014 on
electronic identification and trust services for electronic transaction in the internal market as
amended from time to time and provided that nothing herein shall require the Agent to accept
Electronic Signatures in any form or format without its prior written consent. For purposes
hereof, “Electronic Signature” means electronic symbol or process attached to, or associated
with, a contract or other record and adopted by a person or entity with the intent to sign,
authenticate or accept such contract or record.

SECTION 1.12. Waiver of Jury Trial. EACH BORROWER, THE AGENT, THE
LOCAL CURRENCY AGENT, THE JAPAN LOCAL CURRENCY AGENT, EACH BANK,
EACH LOCAL CURRENCY BANK AND EACH JAPAN LOCAL CURRENCY BANK
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE
PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE LOCAL CURRENCY ADDENDUM, THE
JAPAN LOCAL CURRENCY ADDENDUM, OR ANY NOTE. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

SECTION 1.13. USA Patriot Act Notification. The following notification is
provided to the Borrowers pursuant to Section 326 of the USA Patriot Act and is effective for the
Agent, the Local Currency Agent, the Japan Local Currency Agent and each of the Banks:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government of the United States of America fight the funding of
terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an account,
including any deposit account, treasury management account, loan, other extension of credit, or
other financial services product. Accordingly, when any Borrower opens an account, the Agent
and the Banks will ask for the Borrower’s name, tax identification number (if applicable),
business address, and other information that will allow the Agent and the Banks to identify such
-84-
Borrower. The Agent and the Banks may also ask to see such Borrower’s legal organizational
documents or other identifying documents.

SECTION 1.14. Confidentiality. Each of the Agent, the Local Currency Agent, the
Japan Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local
Currency Bank agrees to maintain the confidentiality of the Information (as defined below) in
accordance with its customary procedures, so long as such procedures provide for a reasonable
standard of care (with such standard of care being at least the same standard of care as such
Person would exercise to maintain the confidentiality of its own confidential information), except
that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
managers, administrators, trustees, partners, directors, members, officers, employees, agents,
advisors and other representatives who are involved in the transactions contemplated hereby or
otherwise have a need to know (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent required, in the reasonable determination of the
disclosing party, by any regulatory authority purporting to have jurisdiction over it or its
Affiliates (including any self-regulatory authority, such as the National Association of Insurance
Commissioners) including in connection with any pledge or assignment permitted under Section
8.07(f), (c) to the extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party hereto, (e) in connection with the administration of the
facility and the exercise of any remedies hereunder, under the Local Currency Addendum, under
the Japan Local Currency Addendum or under any other document related to or executed in
connection herewith or therewith or any action or proceeding relating to this Agreement, the
Local Currency Addendum, the Japan Local Currency Addendum or any other document related
to or executed in connection herewith or therewith or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section (except that such agreement shall not contain the exceptions listed in (i) through (iv)
of this clause (f)), to (i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective party (or its managers, administrators, trustees, partners, members, directors,
officers, employees, agents, advisors and other representatives), surety, reinsurer, guarantor or
credit liquidity enhancer (or their advisors) to or in connection with any swap, derivative or other
similar transaction under which payments are to be made by reference to this Agreement, the
obligations of the Borrowers hereunder or payments hereunder, (iii) to any rating agency when
required by it (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), or (iv) the CUSIP Service Bureau or any similar organization (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (g) with the consent of
the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section or any other breach of an obligation of confidentiality or (y)
becomes available to the Agent, the Local Currency Agent, the Japan Local Currency Agent, any
Bank, any Local Currency Bank, any Japan Local Currency Bank or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrowers.

For purposes of this Section, “Information” means all information received from the
Borrowers or any of their respective Subsidiaries relating to the Borrowers or any of their
respective Subsidiaries or any of their respective businesses, other than any such information that
is available to the Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank,
any Local Currency Bank and any Japan Local Currency Bank on a nonconfidential basis prior to
disclosure by the Borrowers or any of their respective Subsidiaries, provided that, in the case of
information received from the Borrowers or any of their respective Subsidiaries after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
-85-
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information, but in no event less than a reasonable degree of care.

SECTION 1.15. Treatment of Information.

(n) Certain of the Banks may enter into this Agreement, the Local Currency
Addendum and/or the Japan Local Currency Addendum and take or not take action hereunder or
thereunder on the basis of information that does not contain Restricting Information. Other
Banks may enter into this Agreement, the Local Currency Addendum and/or the Japan Local
Currency Addendum and take or not take action hereunder or thereunder on the basis of
information that may contain Restricting Information. Each Bank acknowledges that United
States federal and state securities laws prohibit any person from purchasing or selling securities
on the basis of material, non-public information concerning an issuer of such securities or,
subject to certain limited exceptions, from communicating such information to any other Person.
Neither the Agent nor any of its Related Parties shall, by making any Communications (including
Restricting Information) available to a Bank, by participating in any conversations or other
interactions with a Bank or otherwise, make or be deemed to make any statement with regard to
or otherwise warrant that any such information or Communication does or does not contain
Restricting Information nor shall the Agent or any of its Related Parties be responsible or liable
in any way for any decision a Bank may make to limit or to not limit its access to Restricting
Information. In particular, none of the Agent nor any of its Related Parties (i) shall have, and the
Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain
or inquire as to whether or not a Bank has or has not limited its access to Restricting Information,
such Bank’s policies or procedures regarding the safeguarding of material, nonpublic
information or such Bank’s compliance with applicable laws related thereto or (ii) shall have, or
incur, any liability to any Borrower or Bank or any of their respective Related Parties arising out
of or relating to the Agent or any of its Related Parties providing or not providing Restricting
Information to any Bank.

(o) Each Borrower agrees that (i) all Communications it provides to the Agent
intended for delivery to the Banks whether by posting to the Approved Electronic Platform or
otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not
contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each
Borrower shall be deemed to have authorized the Agent and the Banks to treat such
Communications as either publicly available information or not material information (although,
in this latter case, such Communications may contain sensitive business information and,
therefore, remain subject to the confidentiality undertakings of Section 8.14) with respect to such
Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all
Communications marked “PUBLIC” may be delivered to all Banks and may be made available
through a portion of the Approved Electronic Platform designated “Public Side Information,”
and (iv) the Agent shall be entitled to treat any Communications that are not marked “PUBLIC”
as Restricting Information and may post such Communications to a portion of the Approved
Electronic Platform not designated “Public Side Information.” Neither the Agent nor any of its
Affiliates shall be responsible for any statement or other designation by a Borrower regarding
whether a Communication contains or does not contain material non-public information with
respect to any of the Borrowers or their securities nor shall the Agent or any of its Affiliates
incur any liability to any Borrower, any Bank or any other Person for any action taken by the
Agent or any of its Affiliates based upon such statement or designation, including any action as a
result of which Restricting Information is provided to a Bank that may decide not to take access
to Restricting Information. Nothing in this Section 8.15 shall modify or limit a Bank’s
obligations under Section 8.14 with regard to Communications and the maintenance of the
confidentiality of or other treatment of Information.
-86-
(p) Each Bank acknowledges that circumstances may arise that require it to refer to
Communications that might contain Restricting Information. Accordingly, each Bank agrees that
it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact
information) on such Bank’s Administrative Questionnaire. Each Bank agrees to notify the
Agent from time to time of such Bank’s designee’s e-mail address to which notice of the
availability of Restricting Information may be sent by electronic transmission.

(q) Each Bank acknowledges that Communications delivered hereunder, under the
Local Currency Addendum and under the Japan Local Currency Addendum may contain
Restricting Information and that such Communications are available to all Banks generally.
Each Bank that elects not to take access to Restricting Information does so voluntarily and, by
such election, acknowledges and agrees that the Agent and other Banks may have access to
Restricting Information that is not available to such electing Bank. None of the Agent nor any
Bank with access to Restricting Information shall have any duty to disclose such Restricting
Information to such electing Bank or to use such Restricting Information on behalf of such
electing Bank, and shall not be liable for the failure to so disclose or use, such Restricting
Information.

(r) The provisions of the foregoing clauses of this Section 8.15 are designed to assist
the Agent, the Banks and the Borrowers, in complying with their respective contractual
obligations and applicable law in circumstances where certain Banks express a desire not to
receive Restricting Information notwithstanding that certain Communications hereunder, under
the Local Currency Addendum or under the Japan Local Currency Addendum or other
information provided to the Banks hereunder or thereunder may contain Restricting Information.
Neither the Agent nor any of its Related Parties warrants or makes any other statement with
respect to the adequacy of such provisions to achieve such purpose nor does the Agent or any of
its Related Parties warrant or make any other statement to the effect that Borrower’s or Bank’s
adherence to such provisions will be sufficient to ensure compliance by such Borrower or Bank
with its contractual obligations or its duties under applicable law in respect of Restricting
Information and each of the Banks and each Borrower assumes the risks associated therewith.

SECTION 1.14. Termination of Prior Agreement. Citibank, as Agent under the
Prior Agreement (the “Existing Agent”), and each of the Banks party to the Prior Agreement (the
“Existing Banks”), hereby confirms, with respect to the Prior Agreement to which it is a party,
that upon the Existing Agent’s receipt of all principal, accrued interest, fees, expenses, costs and
other amounts outstanding under the Prior Agreement, and the Existing Agent’s distribution of
such amounts to the Existing Banks under the Prior Agreement and any other parties entitled
thereto, the Prior Agreement and the commitments of the Existing Banks thereunder shall be
terminated, and all of the Borrowers’ obligations to the Existing Agent and the Existing Banks
under the Prior Agreement shall be terminated (other than contingent indemnity obligations and
any other obligations which by the terms of the Prior Agreement expressly survive the
termination of such Prior Agreement). Each of the Borrowers hereby acknowledges and agrees
to the termination of the Prior Agreement pursuant to this Section 8.16.

SECTION 1.15. No Fiduciary Duty. The Agent, each Bank and their Affiliates
(collectively, solely for purposes of this paragraph, the “Banks”), may have economic interests
that conflict with those of the Borrowers, their stockholders and/or their affiliates. The
Borrowers agree that nothing in the Agreement and the related documents or otherwise will be
deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty
between any Bank, on the one hand, and the Borrowers, their stockholders or their affiliates, on
the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the
Agreement and the related documents (including the exercise of rights and remedies hereunder
and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand,
-87-
and such Borrower, on the other, and (ii) in connection therewith and with the process leading
thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of the
Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby
(or the exercise of rights or remedies with respect thereto) or the process leading thereto
(irrespective of whether any Bank has advised, is currently advising or will advise such
Borrower, its stockholders or its affiliates on other matters) or any other obligation to such
Borrower except the obligations expressly set forth in the Agreement and the related documents
and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such
Borrower, its management, stockholders, creditors or any other Person. Each Borrower
acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it
deemed appropriate and that it is responsible for making its own independent judgment with
respect to such transactions and the process leading thereto. Each Borrower agrees that it will
not claim that any Bank has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to the Bank, in connection with such transaction or the process leading
thereto.

SECTION 1.16. Arrangers. Any Affiliate of an Arranger may provide the services
of an Arranger for the transactions contemplated hereunder.

SECTION 1.17. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum or in any other agreement, arrangement or
understanding among any such parties, each party hereto and thereto acknowledges that any
liability of any Affected Financial Institution arising under this Agreement, the Local Currency
Addendum, or the Japan Local Currency Addendum, as applicable, may be subject to the Write-
Down and Conversion Powers of an applicable Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:

(s) the application of any Write-Down and Conversion Powers by an applicable
Resolution Authority to any such liabilities arising hereunder or thereunder which may be
payable to it by any party hereto or thereto that is an Affected Financial Institution; and

(t) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent undertaking, or
a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement, the Local Currency Addendum or the
Japan Local Currency Addendum; or

(iii) the variation of the terms of such liability in connection with the exercise
of the Write-Down and Conversion Powers of any applicable Resolution Authority.

ARTICLE IX
CFSC GUARANTY

SECTION 1.02. The Guaranty. CFSC hereby unconditionally and irrevocably
guarantees to the Agent, each Bank and each other holder of any obligations owing by CIF and
CFKK under this Agreement, the Local Currency Addendum and the Japan Local Currency
Addendum, the due and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Advance to each of CIF and CFKK, and the
-88-
due and punctual payment of all other amounts payable by CIF and CFKK under this Agreement,
the Local Currency Addendum and the Japan Local Currency Addendum. Upon failure by either
CIF or CFKK to pay punctually any such amount, CFSC shall forthwith on demand pay the
amount not so paid at the place, in the manner and with the effect otherwise specified in Article
II of this Agreement. CFSC’s obligations under this Article IX shall constitute a continuing
guaranty of payment and performance and not merely of collection.

SECTION 1.03. Guaranty Unconditional. The obligations of CFSC under this
Article IX shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum, by operation of law or otherwise, or
the exchange, release or non-perfection of any collateral security therefor;

(ii) any modification or amendment of or supplement to this Agreement, the
Local Currency Addendum, the Japan Local Currency Addendum, or any Note;

(iii) any change in the corporate existence, structure or ownership of CIF or
CFKK, including the merger of CIF or CFKK, into another entity, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting CIF or its assets, or
CFKK or its assets, or any resulting release or discharge of any obligation of CIF or
CFKK under this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum, as applicable;

(iv) the existence of any claim, set-off or other rights which CFSC may have at
any time against CIF or CFKK, the Agent, the Local Currency Agent, the Japan Local
Currency Agent, any Bank or any other Person, whether in connection herewith or any
unrelated transactions, provided that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim;

(v) any invalidity or unenforceability relating to or against CIF or CFKK for
any reason of any provision or all of this Agreement, the Local Currency Addendum or
the Japan Local Currency Addendum, or any provision of applicable law or regulation
purporting to prohibit the payment by CIF or CFKK of the principal of or interest on any
Advance or any other amount payable by it under this Agreement; or

(vi) any other act or omission to act or delay of any kind by CIF, CFKK, the
Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank or any
other Person or any other circumstance whatsoever which might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of CFSC’s obligations under this
Article IX, of CIF’s obligations under this Agreement or the Local Currency Addendum
or of CFKK’s obligations under this Agreement or the Japan Local Currency Addendum.

SECTION 1.06. Discharge Only Upon Payment In Full; Reinstatement in Certain
Circumstances. CFSC’s obligations under this Article IX shall remain in full force and effect
until the Commitments are terminated and the principal of and interest on the Advances to CIF
and CFKK and all other amounts payable by CFSC, CIF and CFKK under this Agreement, the
Local Currency Addendum and the Japan Local Currency Addendum shall have been paid in full
and shall survive the Current Termination Date, the Extended Termination Date and the Term
Loan Repayment Date, as applicable. If at any time any payment of the principal of or interest
on any Advance to CIF or CFKK or any other amount payable by CIF or CFKK under this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum (including a
-89-
payment exercised through a right of setoff) is rescinded or is or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of CIF or CFKK or otherwise
(including pursuant to any settlement entered into by the Agent, the Local Currency Agent, the
Japan Local Currency Agent or any Bank, in each case in its discretion), CFSC’s obligations
hereunder with respect to such payment shall be reinstated at such time as though such payment
had been due but not made at such time.

SECTION 1.07. Waiver by CFSC. CFSC irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any right be exhausted or any action be taken by the Agent, the Local Currency
Agent, the Japan Local Currency Agent, any Bank or any other Person against CIF or CFKK or
any other Person or any collateral security. CFSC waives any benefit of the collateral, if any,
which may from time to time secure the Advances to CIF or CFKK or any of CIF’s or CFKK’s
other obligations under this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum, and authorizes the Agent, the Local Currency Agent, the Japan Local
Currency Agent, or the Banks to take any action or exercise any remedy with respect thereto
which the Agent, the Local Currency Agent, the Japan Local Currency Agent, or the Banks in its
or their discretion shall determine, without notice to CFSC. In the event the Agent, the Local
Currency Agent, the Japan Local Currency Agent, or the Banks elect to give notice of any action
with respect to any such collateral, ten (10) days’ written notice mailed to CFSC by certified mail
at its address set forth in Section 8.02 shall be deemed reasonable notice of any matters contained
in such notice.

SECTION 1.08. Subrogation. Upon making any payment hereunder, CFSC shall
be subrogated to the rights of the Banks against CIF or CFKK, as applicable, with respect to such
payment; provided that CFSC shall not enforce any right or demand or receive any payment by
way of subrogation until all amounts of principal of and interest on the Advances to CIF and
CFKK and all other amounts payable by CIF and CFKK under this Agreement, the Local
Currency Addendum and the Japan Local Currency Addendum have been paid in full.

SECTION 1.09. Stay of Acceleration. In the event that acceleration of the time for
payment of any amount payable by CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum is stayed upon the insolvency, bankruptcy or
reorganization of CIF or CFKK, as applicable, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by CFSC hereunder forthwith on
demand by the Agent for the account of the Banks.
The remainder of this page is intentionally blank; signature pages follow.




-90-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or representatives thereunto duly authorized, as of the date
first above written.

CATERPILLAR INC.


By /s/ Patrick McCartan
Name: Patrick McCartan
Title: Vice President and Treasurer

CATERPILLAR FINANCIAL
SERVICES CORPORATION

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director

CATERPILLAR FINANCE KABUSHIKI
KAISHA

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director




Signature Page to Credit Agreement
(364-Day Facility)
CITIBANK, N.A., as Agent


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to Credit Agreement
(364-Day Facility)
CITIBANK EUROPE PLC, UK BRANCH, as
Local Currency Agent


By /s/ Alasdair Garnham
Name: Alasdair Garnham
Title: Vice President




Signature Page to Credit Agreement
(364-Day Facility)
MUFG BANK, LTD., as Japan Local Currency
Agent


By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No.3




Signature Page to Credit Agreement
(364-Day Facility)
Banks


CITIBANK, N.A.


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Domestic Lending Office:

Citibank, N.A.
1 Penns Way, Ops II
New Castle, DE 19720
Attention: Securities Processing Analyst
Phone: (201) 751-7566
Fax: gloriginationops@citi.com




Euro and RFR Lending Offices:

Citibank, N.A.
1 Penns Way, Ops II
New Castle, DE 19720
Attention: Securities Processing Analyst
Phone: (201) 751-7566
Fax: gloriginationops@citi.com




Signature Page to Credit Agreement
(364-Day Facility)
BANK OF AMERICA, N.A.




By /s/ Brian Lukehart
Name: Brian Lukehart
Title: Managing Director




Domestic Lending Office:

Bank of America, N.A.
110 N. Wacker Dr.
Chicago, IL 60606
Attn: Amit Manna
Phone: 415-436-3685 Ext 66850
Fax: 972-728-6160
Email: bank_of_america_as_lender_2@bofa.com


Euro and RFR Lending Offices:

Bank of America, N.A., London Branch
26 Elmfield Road
Bromley, Kent, BR1 1LR,
United Kingdom
Attn: Kevin Grubb / Adi Khambata
Phone: +44-208-313-2655 / 44-208-695-3389
Fax: +44-208-313-2140
Email: emealoanoperations@bofa.com




Signature Page to Credit Agreement
(364-Day Facility)
JPMORGAN CHASE BANK, N.A.




By /s/ Will Price
Name: Will Price
Title: Vice President




Domestic Lending Office:

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
NCC 5, 1st Floor
Newark, DE 19713
Attention: Vithal Giri
Email: na_cpg@jpmorgan.com


Euro and RFR Lending Offices:

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
NCC 5, 1st Floor
Newark, DE 19713
Attention: European Loan Ops
Email: European.Loan.Operations@jpmorgan.com




Signature Page to Credit Agreement
(364-Day Facility)
BARCLAYS BANK PLC




By /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President




Domestic Lending Office:

Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: US Loan Operations
Phone: 212-412-1140
Fax: 212-526-5115


Euro and RFR Lending Offices:

Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: US Loan Operations
Phone: 212-412-1140
Fax: 212-526-5115




Signature Page to Credit Agreement
(364-Day Facility)
MUFG BANK, LTD.




By /s/ John Margetanski
Name: John Margetanski
Title: Authorized Signatory


Domestic Lending Office:
MUFG Bank, Ltd.
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: U.S. Wholesale Banking
Timothy Cassidy
Phone: 312-696-4668
Fax: 212-696-6440 with a copy to
312-696-4535


Euro and RFR Lending Offices:
MUFG Bank, Ltd.
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: U.S. Wholesale Banking
Timothy Cassidy
Phone: 312-696-4668
Fax: 212-696-6440 with a copy to
312-696-4535




Signature Page to Credit Agreement
(364-Day Facility)
SOCIÉTÉ GÉNÉRALE




By /s/ Kimberly Metzger
Name: Kimberly Metzger
Title: Director


Domestic Lending Office:

SOCIÉTÉ GÉNÉRALE
245 Park Avenue
New York, NY 10167
Attention: Loan Servicing Group
Phone: 201-839-8450
Fax: 201-839-8115


Euro and RFR Lending Offices:

SOCIÉTÉ GÉNÉRALE
245 Park Avenue
New York, NY 10167
Attention: Loan Servicing Group
Phone: 201-839-8450
Fax: 201-839-8115


With a Copy To:

SOCIÉTÉ GÉNÉRALE, Chicago Branch
425 Financial Place
Suite 2400
Chicago, IL 60605
Attention: Kimberly Metzger
Phone: 312-894-6235
Fax: 312-894-6201




Signature Page to Credit Agreement
(364-Day Facility)
BNP PARIBAS




By /s/ Tony Baratta
Name: Tony Baratta
Title: Managing Director


By /s/ Nader Tannous
Name: Nader Tannous
Title: Managing Director


Domestic Lending Office:

BNP Paribas
155 N. Wacker Drive, Suite 4450
Chicago, IL 60606
Attention: Nader Tannous
Phone: 312-977-1382
Fax: 312-977-1380


Euro and RFR Lending Offices:

BNP Paribas
155 N. Wacker Drive, Suite 4450
Chicago, IL 60606
Attention: Nader Tannous
Phone: 312-977-1382
Fax: 312-977-1380




Signature Page to Credit Agreement
(364-Day Facility)
HSBC BANK USA, N.A.




By /s/ Matthew McLaurin
Name: Matthew McLaurin
Title: Director


Domestic Lending Office:

HSBC Bank USA, N.A.
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, NY 10018
Attention: Loan Administration
Phone: (212) 525-1529
Fax: (847) 793-3415


Euro and RFR Lending Offices:

HSBC Bank USA, N.A.
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, NY 10018
Attention: Loan Administration
Phone: (212) 525-1529
Fax: (847) 793-3415




Signature Page to Credit Agreement
(364-Day Facility)
ING BANK N.V. DUBLIN BRANCH




By /s/ Cormac Langford
Name: Cormac Langford
Title: Director

By /s/ Rosemary Healy
Name: Rosemary Healy
Title: Vice President

Domestic Lending Office:
ING Bank N.V., Dublin Branch
Block 4, Dundrum Town Centre
Sandyford Road, Dundrum
D16 A4W6, Ireland
Attention: Chris Gleeson
Phone: +353-1-638-4060
Fax: +353-1-638-4050


Euro and RFR Lending Offices:
ING Bank N.V., Dublin Branch
Block 4, Dundrum Town Centre
Sandyford Road, Dundrum
D16 A4W6, Ireland
Attention: Chris Gleeson
Phone: +353-1-638-4060
Fax: +353-1-638-4050




Signature Page to Credit Agreement
(364-Day Facility)
LLOYDS BANK PLC




By /s/ Martin Mactavish
Name: Martin Mactavish
Title: Associate Director


Domestic Lending Office:

Lloyds Bank plc
10 Gresham Street
London, EC2V 7AE, United Kingdom
Attention: Client Servicing Team
Phone: +44-131-203-3139
Fax:


Euro and RFR Lending Offices:

Lloyds Bank plc
10 Gresham Street
London, EC2V 7AE, United Kingdom
Attention: Client Servicing Team
Phone: +44-131-203-3139
Fax:




Signature Page to Credit Agreement
(364-Day Facility)
THE TORONTO-DOMINION BANK, NEW
YORK BRANCH




By /s/ David Perlman
Name: David Perlman
Title: Authorized Signatory


Domestic Lending Office:

The Toronto-Dominion Bank, New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Brian Pirotta
Phone: 416-982-7744
Fax: 416-983-0003


Euro and RFR Lending Offices:

The Toronto-Dominion Bank, New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Brian Pirotta
Phone: 416-982-7744
Fax: 416-983-0003




Signature Page to Credit Agreement
(364-Day Facility)
U.S. BANK NATIONAL ASSOCIATION




By /s/ James N. DeVries
Name: James N. DeVries
Title: Senior Vice President


Domestic Lending Office:
U.S. Bank National Association
190 S. LaSalle Street, 9th Floor
Chicago, IL 60604
Attention: James N. DeVries
Phone: 312-325-8885
Fax: 312-325-8754


Euro and RFR Lending Offices:
U.S. Bank National Association
190 S. LaSalle Street, 9th Floor
Chicago, IL 60604
Attention: James N. DeVries
Phone: 312-325-8885
Fax: 312-325-8754




Signature Page to Credit Agreement
(364-Day Facility)
THE BANK OF NOVA SCOTIA




By /s/ Kelly Cheng
Name: Kelly Cheng
Title: Managing Director


Domestic Lending Office:

The Bank of Nova Scotia
44 King Street West
Toronto, ON
M5H1H1, Canada
Attention: Rachelle Duncan
Phone: 212-225-5705
Fax: 212-225-5709


Euro and RFR Lending Offices:

The Bank of Nova Scotia
44 King Street West-
Toronto, ONT-
M5H1H1, Canada
Attention: Rachelle Duncan
Phone: 212-225-5705
Fax: 212-225-5709




Signature Page to Credit Agreement
(364-Day Facility)
THE NORTHERN TRUST COMPANY




By /s/ Keith L. Burson
Name: Keith L. Burson
Title: Senior Vice President


Domestic Lending Office:

The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
Attention: Keith L. Burson
Phone: 312-444-3099
Fax: 312-557-1425


Euro and RFR Lending Offices:

The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
Attention: Keith L. Burson
Phone: 312-444-3099
Fax: 312-557-1425




Signature Page to Credit Agreement
(364-Day Facility)
COMMERZBANK AG, NEW YORK BRANCH




By /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director


By /s/ Jack Deegan
Name: Jack Deegan
Title: Director


Domestic Lending Office:

Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Jack Deegan
Phone: 212-266-7646
Fax: 212-266-7565


Euro and RFR Lending Offices:

Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Jack Deegan
Phone: 212-266-7646
Fax: 212-266-7565




Signature Page to Credit Agreement
(364-Day Facility)
SUMITOMO MITSUI BANKING
CORPORATION




By /s/ Minxiao Tian
Name: Minxiao Tian
Title: Director


Domestic Lending Office:
Sumitomo Mitsui Banking Corporation, New York
Branch
277 Park Avenue, 4th Floor
New York, NY 10017
Attention: Thomas Carroll
Phone: (212) 829-3657


Euro and RFR Lending Offices:
Sumitomo Mitsui Banking Corporation, New York
Branch
277 Park Avenue, 6th Floor
New York, NY 10017
Attention: Thomas Carroll
Phone: (212) 829-3657




Signature Page to Credit Agreement
(364-Day Facility)
STANDARD CHARTERED BANK




By /s/ Kristopher Tracy
Name: Kristopher Tracy
Title: Director, Financing Solutions


Domestic Lending Office:
Standard Chartered Bank
1095 Avenue of the Americas, 37th Floor
New York, NY 10036
Attention: Kevin Fox
Phone: 201-706-5313
Fax: 201-706-6722


Euro and RFR Lending Offices:
Standard Chartered Bank
1095 Avenue of the Americas, 37th Floor
New York, NY 10036
Attention: Kevin Fox
Phone: 201-706-5313
Fax: 201-706-6722




Signature Page to Credit Agreement
(364-Day Facility)
BANCO SANTANDER, S.A., NEW YORK
BRANCH


By /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director


By /s/ Daniel Kostman
Name: Daniel Kostman
Title: Executive Director



Domestic Lending Office:

Banco Santander, S.A., New York Branch
45 E 53rd Street
New York, NY 10022
Attention: Jose M. Rodriguez
Phone: +1 212-350-3608
Fax: +1 212-350-3647


Euro and RFR Lending Offices:

Banco Santander, S.A.
Edificio Montepricipe, Planta 2
Calle Patones, 1
28925 Alcorcon (Madrid), Spain
Attention: Carlos Ezponda
Phone: +34 659 561 692
Fax: n/a




Signature Page to Credit Agreement
(364-Day Facility)
WELLS FARGO BANK, NATIONAL
ASSOCIATION




By /s/ Matt J. Perrizo
Name: Matt J. Perrizo
Title: Director


Domestic Lending Office:

Wells Fargo Bank, National Association
10 S. Wacker Drive 22nd Floor
Chicago, IL 60606
Attention: Matt J. Perrizo
Phone: 312-543-7250
Fax: N/A


Euro and RFR Lending Offices:

Wells Fargo Bank, National Association
10 S. Wacker Drive 22nd Floor
Chicago, IL 60606
Attention: Matt J. Perrizo
Phone: 312-543-7250
Fax: N/A




Signature Page to Credit Agreement
(364-Day Facility)
INDUSTRIAL AND COMMERCIAL BANK OF
CHINA LIMITED, NEW YORK BRANCH


By /s/ Xuan Zhang
Name: Xuan Zhang
Title: Associate


By /s/ Yuanyuan Peng
Name: Yuanyuan Peng
Title: Executive Director


Domestic Lending Office:

Industrial and Commercial Bank of China Limited,
New York Branch
1185 Avenue of the Americas, 17th Floor
New York, NY 10036
Attention: Loan Admin
Yung Tuen Lee
Phone: 332-214-4755
Fax: 212-956-3631


Euro and RFR Lending Offices:

Industrial and Commercial Bank of China Limited,
New York Branch
1185 Avenue of the Americas, 17th Floor
New York, NY 10036
Attention: Loan Admin
Yung Tuen Lee
Phone: 332-214-4755
Fax: 212-956-3631




Signature Page to Credit Agreement
(364-Day Facility)
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED


By /s/ Robert Grillo
Name: Robert Grillo
Title: Executive Director


Domestic Lending Office:

Australia and New Zealand Banking Group
Limited
277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Phone: 917-443-6031


Euro and RFR Lending Offices:

Australia and New Zealand Banking Group
Limited
277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Phone: 917-443-6031




Signature Page to Credit Agreement
(364-Day Facility)
KBC BANK N.V.




By /s/ Francis X. Payne
Name: Francis X. Payne
Title: Managing Director




By /s/ Iryna Leff
Name: Iryna Leff
Title: Vice President


Domestic Lending Office:

KBC Bank NV, New York Branch
1177 Avenue of the Americas
New York, NY 10036
Attention: Peter Hallett
Phone: 212-541-0649
Fax: 212-956-5581


Euro and RFR Lending Offices:

KBC Bank NV, New York Branch
1177 Avenue of the Americas
New York, NY 10036
Attention: Peter Hallett
Phone: 212-541-0649
Fax: 212-956-5581




Signature Page to Credit Agreement
(364-Day Facility)
CHINA CONSTRUCTION BANK
CORPORATION, NEW YORK BRANCH




By /s/ Qi Feng
Name: Qi Feng
Title: Deputy General Manager


Lending Office:
China Construction Bank Corporation, New York
Branch
1095 Avenue of the Americas
33rd Floor
New York, New York 10036
Attention: Yida Mai
Telephone: 646-781-2450




Signature Page to Credit Agreement
(364-Day Facility)
WESTPAC BANKING CORPORATION


By /s/ Daniel Sutton
Name: Daniel Sutton
Title: Tier Two Attorney


Domestic Lending Office:

Westpac Banking Corporation
575 Fifth Avenue, 39th Floor
New York, NY 10017
Attention: Daniel Sutton
Phone: 212-551-1977
Fax:


Euro and RFR Lending Offices:

Westpac Banking Corporation
575 Fifth Avenue, 39th Floor
New York, NY 10017
Attention: Daniel Sutton
Phone: 212-551-1977
Fax:




Signature Page to Credit Agreement
(364-Day Facility)
BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH


By /s/ Cara Younger
Name: Cara Younger
Title: Managing Director


By /s/ David Calvo Ruiz
Name: David Calvo Ruiz
Title: Managing Director


Domestic Lending Office:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, NY 10105
Attention: Carlos Yzaguirre
Phone: 212-728-1695


Euro and RFR Lending Offices:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, NY 10105
Attention: Carlos Yzaguirre
Phone: 212-728-1695




Signature Page to Credit Agreement
(364-Day Facility)
THE BANK OF NEW YORK MELLON


By /s/ Thomas J. Tarasovich, Jr.
Name: Thomas J. Tarasovich, Jr.
Title: Vice President


Domestic Lending Office:

The Bank of New York Mellon
500 Grant Street
1 Mellon Center – Room 3600
Pittsburgh, PA 15258-0001
Attention: Thomas J. Tarasovich, Jr.
Phone: (412) 236-2790
Fax: (412) 236-1914


Euro and RFR Lending Offices:

The Bank of New York Mellon
500 Grant Street
1 Mellon Center – Room 3600
Pittsburgh, PA 15258-0001
Attention: Thomas J. Tarasovich, Jr.
Phone: (412) 236-2790
Fax: (412) 236-1914




Signature Page to Credit Agreement
(364-Day Facility)
ITAU UNIBANCO S.A. – MIAMI BRANCH


By /s/ Paulo Cardoso
Name: Paulo Cardoso
Title:


By /s/ Jorge I. Vera
Name: Jorge I. Vera
Title: VP – Back Office Operations

Domestic Lending Office:

ITAU Unibanco S.A., Miami Branch
200 S. Biscayne Blvd., 22nd Floor
Miami, Florida 33131
Attention: Carina Oliveira
Phone: +351 21 381 1142
Fax: +351 21 388 7219
Email: loans@itaubba.com


Euro and RFR Lending Offices:

ITAU Unibanco S.A., Miami Branch
200 S. Biscayne Blvd., 22nd Floor
Miami, Florida 33131
Attention: Carina Oliveira
Phone: +351 21 381 1142
Fax: +351 21 388 7219
Email: loans@itaubba.com




Signature Page to Credit Agreement
(364-Day Facility)
SCHEDULE I

COMMITMENTS


BANK COMMITMENT REVOLVING CREDIT
COMMITMENT


Citibank, N.A. $255,000,000 $236,000,000
Bank of America, N.A. $255,000,000 $239,000,000
JPMorgan Chase Bank, N.A. $255,000,000 $238,500,000

Barclays Bank PLC $255,000,000 $239,000,000
MUFG Bank, Ltd. $255,000,000 $155,000,000
Société Générale $255,000,000 $239,000,000
BNP Paribas $127,500,000 $122,000,000
HSBC Bank USA, N.A. $127,500,000 $127,500,000
ING Bank N.V. Dublin Branch $127,500,000 $127,500,000

Lloyds Bank plc $127,500,000 $122,000,000
The Toronto-Dominion Bank, New $127,500,000 $127,500,000
York Branch
U.S. Bank National Association $127,500,000 $127,500,000

Commerzbank AG, New York $97,500,000 $92,000,000
Branch
The Bank of Nova Scotia $90,000,000 $90,000,000
The Northern Trust Company $82,500,000 $82,500,000

Standard Chartered Bank $82,500,000 $82,500,000
Wells Fargo Bank, National $82,500,000 $82,500,000
Association
Sumitomo Mitsui Banking $75,000,000 $75,000,000
Corporation
Banco Santander, S.A., New York $45,000,000 $45,000,000
Branch
Industrial and Commercial Bank of $45,000,000 $45,000,000
China Limited, New York Branch

Australia and New Zealand $45,000,000 $45,000,000
Banking Group Limited
KBC Bank N.V. $45,000,000 $45,000,000
China Construction Bank $37,500,000 $37,500,000
Corporation, New York Branch

Westpac Banking Corporation $37,500,000 $37,500,000

Banco Bilbao Vizcaya Argentaria, $30,000,000 $30,000,000
S.A. New York Branch

The Bank of New York Mellon $30,000,000 $30,000,000

Itau Unibanco S.A. – Miami $30,000,000 $30,000,000
Branch
Total $3,150,000,000 $2,950,000,000
SCHEDULE II

COMMITMENT FEE AND APPLICABLE MARGIN TABLE1


Basis for Pricing Level 1 Level II Level III Level IV Level V
If the Credit Rating for If the Credit Rating for If the Credit Rating for If the Credit Rating for If the Credit Rating for
the applicable the applicable the applicable the applicable the applicable
Borrower is at least Borrower is at least A+ Borrower is at least A Borrower is at least A- Borrower is lower than
AA- by Standard & by Standard & Poor’s by Standard & Poor’s by Standard & Poor’s Level IV by Standard
Poor’s or at least Aa3 or at least A1 by or at least A2 by or at least A3 by & Poor’s and Moody’s
by Moody’s Moody’s Moody’s Moody’s
Commitment 0.030% 0.035% 0.040% 0.060% 0.100%
Fee Rate
Applicable 0.625% 0.750% 0.875% 1.000% 1.250%
Margin for
Term SOFR
Advances
Applicable 0.625% 0.750% 0.875% 1.000% 1.250%
Margin for
EURIBOR
Rate Advances
Applicable Margin for 0.625% 0.750% 0.875% 1.000% 1.250%
SONIA Advances
Applicable 0.625% 0.750% 0.875% 1.000% 1.250%
Margin for
TONAR Advances
Applicable 0.000% 0.000% 0.000% 0.000% 0.250%
Margin for Base Rate
and Japan Prime
Rate Advances




1
Credit spread adjustments, if any, appear in the applicable interest rate definitions.
2
EXHIBIT A

FORM OF NOTE

Dated: __________, 20__

FOR VALUE RECEIVED, the undersigned, [Caterpillar Inc./Caterpillar
Financial Services Corporation] (the “Borrower”), HEREBY PROMISES TO PAY to the order
of
______________________________________________________________________________
________________________________________ ________________________________ (the
“Bank”) for the account of its Applicable Lending Office (as defined in the Credit Agreement
referred to below) the principal amount of each Advance (as defined below) made by the Bank to
the Borrower pursuant to the Credit Agreement (as defined below) on the last day of the Interest
Period (as defined in the Credit Agreement) occurring on or prior to the Term Loan Effective
Date (as defined in the Credit Agreement) for such Advance, and on the Term Loan Repayment
Date (as defined in the Credit Agreement) if the Term Loan Election (as defined in the Credit
Agreement) is made.

The Borrower promises to pay interest on the unpaid principal amount of each
Advance from the date of such Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in the currency and to the office of the
Agent specified pursuant to the Credit Agreement, in same day funds. Each Advance made by
the Bank to the Borrower and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the
grid attached hereto which is part of this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the
same may be amended, restated, supplemented or otherwise modified from time to time (the
“Credit Agreement”) among the Borrower, [names of the other Borrowers under the Credit
Agreement] (together with the Borrower, the “Borrowers”), the Bank and certain other banks
parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd.,
as Japan Local Currency Agent, and Citibank, N.A., as Agent for the Bank and such other banks.
The Credit Agreement, among other things, (i) provides for the making of advances (the
“Advances”) by the Bank to the Borrowers from time to time in an aggregate amount not to
exceed at any time such Bank’s Commitment (as defined in the Credit Agreement) at such time
(the indebtedness of the Borrower resulting from each such Advance to the Borrower being
evidenced by this Promissory Note), and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the
holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the
laws of the State of New York, United States (without regard for conflict of law principles that
would result in the application of any law other than the internal law of the State of New York).

[CATERPILLAR INC./CATERPILLAR
FINANCIAL SERVICES CORPORATION]

1
By
Title:




2
ADVANCES, MATURITIES, AND PAYMENTS OF PRINCIPAL


Currency Amount of
and Principal Unpaid
Type of Amount of Maturity of Paid Principal Notation
Date Advance Advance Advance or Prepaid Balance Made By




3
EXHIBIT B-1

FORM OF NOTICE OF REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, [Caterpillar Inc./Caterpillar Financial Services Corporation],
refers to the Credit Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the
same may be amended, restated, supplemented or otherwise modified from time to time (the
“Credit Agreement,” the terms defined therein being used herein as therein defined), among the
undersigned, [names of the other Borrowers under the Credit Agreement], certain Banks parties
thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan
Local Currency Agent, and Citibank, N.A., as Agent for said Banks, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned
hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Revolving Credit Borrowing (the
“Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit
Agreement:

(i) The Business Day of the Proposed Revolving Credit Borrowing is
__________, 20__.

(ii) The Type of Revolving Credit Advances comprising the Proposed
Revolving Credit Borrowing is [Base Rate Advances] [EURIBOR Rate Advances] [Term
SOFR] [RFR Advances].

(iii) The currency of the Proposed Revolving Credit Borrowing is ______.

(iv) The aggregate amount of the Proposed Revolving Credit Borrowing is
$__________.

(v) The Interest Period (where applicable) for each Advance made as part of
the Proposed Revolving Credit Borrowing is [30 days] [_____ month[s]].2

(vi) The proceeds of the Proposed Revolving Credit Borrowing should be
remitted in same day funds to [Account Number, Bank Name, Account Name, ______].


2
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).

1
The undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Revolving Credit Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]3 [(excluding those contained in the second sentence of
subsection (e) thereof)]4 [and Section 4.02] 5 are correct, before and after giving
effect to the Proposed Revolving Credit Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Revolving Credit Borrowing or from the application of the proceeds
therefrom, which constitutes an Event of Default with respect to any Borrower [or
would constitute an Event of Default with respect to any Borrower but for the
requirement that notice be given or time elapse or both]6.

Very truly yours,

[CATERPILLAR INC./CATERPILLAR
FINANCIAL SERVICES CORPORATION]


By
Title:




3
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
4
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.03.
5
To be included in Notices of Revolving Credit Borrowing from CFSC.
6
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.03.


2
EXHIBIT B-2

FORM OF NOTICE OF LOCAL CURRENCY BORROWING

Citibank Europe plc, UK Branch, as Local Currency Agent
Citigroup Centre
5th Floor
Canary Wharf
London, United Kingdom
E14 5LB
Attention: Karen Hall, Andrew Guthrie, Claire Crawford
Email Addresses: Karen.hall@citi.com, andrew.guthrie@citi.com, Claire.crawford@citi.com
Facsimile No. 44 20 7492 3980

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Road, OPS III
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar International Finance Designated Activity Company,
refers to (1) the Credit Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the
same may be amended, restated, supplemented or otherwise modified from time to time (the
“Credit Agreement,” the terms defined therein being used herein as therein defined), among the
undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation (“CFSC”), Caterpillar
Finance Kabushiki Kaisha, certain Banks parties thereto, Citibank Europe plc, UK Branch, as
Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A.,
as Agent for said Banks, and (2) the Local Currency Addendum dated as of September 1, 2022,
among the undersigned, CFSC, the Local Currency Banks party thereto, and Citibank Europe
plc, UK Branch as the Local Currency Agent (the “Addendum”). The undersigned hereby gives
you notice, irrevocably, pursuant to Section 2.03B of the Credit Agreement and the Addendum
that the undersigned hereby requests a Local Currency Borrowing under the Credit Agreement
and the Addendum, and in that connection sets forth below the information relating to such Local
Currency Borrowing (the “Proposed Borrowing”) as required by Section 2.03B of the Credit
Agreement:

(i) The Business Day of the Proposed Borrowing is __________, 20__.

(ii) The currency of the Proposed Borrowing is ________.

(iii) The aggregate amount of the Proposed Borrowing is __________.




1
(iv) The Interest Period (where applicable) for each Advance made as part of
the Proposed Borrowing is _____ month[s].7

The undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]8 [(excluding those contained in the second sentence of
subsection (e) thereof)]9 and Section 4.02 are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default with respect to any Borrower [or would constitute
an Event of Default with respect to any Borrower but for the requirement that
notice be given or time elapse or both]10.

Very truly yours,

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By
Title:




7
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).
8
To be included in Notices of Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
9
To be included in Notices of Borrowing pursuant to Section 3.03.
10
To be included in Notices of Borrowing pursuant to Section 3.03.


2
EXHIBIT B-3

FORM OF NOTICE OF JAPAN LOCAL CURRENCY BORROWING

MUFG Bank, Ltd.,
as Japan Local Currency Agent
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3, Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan
Attention: Mr. Kazuki Takehara

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Finance Kabushiki Kaisha, refers to (1) the Credit
Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the same may be
amended, restated, supplemented or otherwise modified from time to time (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), among the
undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation (“CFSC”), Caterpillar
International Finance Designated Activity Company, certain Banks parties thereto, Citibank
Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency
Agent, and Citibank, N.A., as Agent for said Banks, and (2) the Japan Local Currency
Addendum dated as of September 1, 2022, among the undersigned, CFSC, the Japan Local
Currency Banks party thereto, and MUFG Bank, Ltd., as Japan Local Currency Agent (the
“Addendum”). The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.03D
of the Credit Agreement and the Addendum that the undersigned hereby requests a Japan Local
Currency Borrowing under the Credit Agreement and the Addendum, and in that connection sets
forth below the information relating to such Japan Local Currency Borrowing (the “Proposed
Borrowing”) as required by Section 2.03D of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is __________, 20__. This
[is] [is not] a same-day Borrowing request.11

(ii) The Type of Japan Local Currency Advances comprising the Proposed
Borrowing is [Japan Base Rate Advances] [TONAR Advances].

(iii) The aggregate amount of the Proposed Borrowing is $_____________.


11
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).

1
The undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]12 [(excluding those contained in the second sentence of
subsection (e) thereof)]13 and Section 4.02 are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default with respect to any Borrower [or would constitute
an Event of Default with respect to any Borrower but for the requirement that
notice be given or time elapse or both]14.

Very truly yours,


CATERPILLAR FINANCE KABUSHIKI
KAISHA


By
Title:




12
To be included in Notices of Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
13
To be included in Notices of Borrowing pursuant to Section 3.03.
14
To be included in Notices of Borrowing pursuant to Section 3.03.


2
EXHIBIT B-4

FORM OF NOTICE OF ALLOCATION

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Inc., as Borrower Agent on behalf of itself,
Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity
Company and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), refers to the Credit
Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the same may be
amended, restated, supplemented or otherwise modified from time to time (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), among the
Borrowers, certain Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said
Banks, and hereby gives you notice, pursuant to Section 2.01(b) of the Credit Agreement that the
Borrowers request a re-allocation of the Total Commitment, and in that connection sets forth
below the information relating to such re allocation as required by Section 2.01(b) of the Credit
Agreement:

(i) The Business Day of the proposed re-allocation is ________, 20__.

(ii) The Allocation for each of Caterpillar Inc. and Caterpillar Financial
Services Corporation after giving effect to such re-allocation is as follows:




1
Borrower Allocation

Caterpillar Inc. $

Caterpillar Financial Services Corporation $




Very truly yours,

CATERPILLAR INC.


By:
Title:




2
EXHIBIT B-5

FORM OF NOTICE OF BANK ADDITION

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company and Caterpillar Finance
Kabushiki Kaisha (the “Borrowers”), refer to the Credit Agreement (2022 364-Day Facility),
dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement,” the terms defined therein being
used herein as therein defined), among the Borrowers, certain Banks parties thereto, Citibank
Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency
Agent, and Citibank, N.A., as Agent for said Banks, and hereby give you notice, pursuant to
Section 2.05(c) of the Credit Agreement that the Borrowers request a Bank Addition, and in that
connection set forth below the information relating to such proposed Bank Addition (the
“Proposed Bank Addition”) as required by Section 2.05(c) of the Credit Agreement:

(i) The Business Day of the Proposed Bank Addition is ________, 20__.

(ii) The name and address of the proposed Added Bank are as follows:




(iii) The amount of the Commitment of the proposed Added Bank, after giving
effect to the Proposed Bank Addition, would be $__________.




1
Very truly yours,

CATERPILLAR INC.


By:
Title:

CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Title:

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By:
Title:

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




2
EXHIBIT C-1

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated _______________, 20__


Reference is made to the Credit Agreement (2022 364-Day Facility), dated as of
September 1, 2022, as the same may be amended, restated, supplemented or otherwise modified
from time to time (the “Credit Agreement”) among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company, and
Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in the Credit
Agreement), Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as
Japan Local Currency Agent, and Citibank, N.A., as Agent for the Banks (the “Agent”). Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein with the same
meaning.

_____________ (the “Assignor”) and ___________________ (the “Assignee”)
agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, the percentage interest specified on Schedule 1
hereto in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the
date hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof), including, without limitation, such percentage
interest in (i) the Assignor’s Commitment and Revolving Credit Commitment, which on the date
hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) are in the dollar amounts specified as the
Assignor’s Commitment and Revolving Credit Commitment on Schedule 1 hereto, which
Commitment is allocated between Caterpillar and CFSC, the Assignor’s Allocated Commitment
for each such Borrower as of the date hereof being set forth on Schedule 1 hereto; [(ii) the
Assignor’s [Local Currency Commitment] [Japan Local Currency Commitment], which on the
date hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) is in the dollar amount specified as the
Assignor’s [Local Currency Commitment] [Japan Local Currency Commitment] on Schedule 1
hereto;]15 [(ii)/(iii)] the aggregate outstanding principal amount of Advances owing to the
Assignor by each Borrower, which on the date hereof (after giving effect to any other
assignments thereof made prior to the date hereof, whether or not such assignments have become
effective, but without giving effect to any other assignments thereof also made on the date
hereof) is in the dollar amount specified as the aggregate outstanding principal amount of
Advances owing to the Assignor from such Borrower on Schedule 1 hereto; and [(iii)/(iv)] the
Notes, if any, held by the Assignor.

2. The Assignor (i) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is free and clear of any
adverse claim; (ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
15
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.

1
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; and (iv) attaches the Notes, if any, referred to
in paragraph 1 above and requests that the Agent exchange each such Note from each Borrower
for a new Note executed by such Borrower payable to the order of the Assignee or new Notes
executed by such Borrower payable to the order of the Assignee and the Assignor, as applicable.

3. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Agent for acceptance by the Agent. The
effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the
Agent, unless a later date therefor is specified on Schedule 1 hereto (the “Effective Date”).

4. Upon such acceptance by the Agent, as of the Effective Date, (i) the
Assignee shall, in addition to the rights and obligations under the Credit Agreement [and the
[Local Currency Addendum] [Japan Local Currency Addendum]]16 held by it immediately prior
to the Effective Date, have the rights and obligations under the Credit Agreement [and the [Local
Currency Addendum] [Japan Local Currency Addendum]]17 that have been assigned to it
pursuant to this Assignment and Acceptance and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement [and the [Local Currency Addendum] [Japan Local Currency
Addendum]]18.

5. Upon such acceptance by the Agent, from and after the Effective Date, the
Agent [and the [Local Currency Agent] [Japan Local Currency Agent]]19 shall make all
payments under the Credit Agreement [,the [Local Currency Addendum] [Japan Local Currency
Addendum]]20 and the Notes, if any, in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest, and Commitment Fees with respect thereto) to the
Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement [, the [Local Currency Addendum] [Japan Local Currency Addendum]]21
and the Notes, if any, for periods prior to the Effective Date directly between themselves.

6. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York (without regard for conflict of law principles
that would result in the application of any law other than the internal law of the State of New
York).

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly authorized, as of the date
first above written, such execution being made on Schedule 1 hereto.




16
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
17
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
18
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
19
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
20
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
21
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.


2
Schedule 1
to
Assignment and Acceptance
Dated __________, 20__

Section 1.

Percentage Interest: __________%
Assignor’s Commitment: $_________
Assignor’s Revolving Credit Commitment: $_________
[Assignor’s Local Currency Commitment:] $_________
[Assignor’s Japan Local Currency Commitment:] $_________

(a) Allocated Commitment

to Caterpillar $_________

(b) Allocated Commitment

to CFSC $_________

Aggregate Outstanding Principal

Amount of Revolving Credit Advances owing to the
Assignor by:
(a) Caterpillar $_________

(b) CFSC $_________

[Amount of Local Currency Advances owing
to the Assignor] $_________

[Amount of Japan Local Currency Advances owing
to the Assignor] $_________

Section 2.
Notes, if any, payable to the order
of the Assignee

(a) Borrower: Caterpillar

Dated: _____________, 20__

(b) Borrower: CFSC

Dated: _____________, 20__

Notes, if any, payable to the order
of the Assignor

(a) Borrower: Caterpillar


1
Dated: _____________, 20__

(b) Borrower: CFSC

Dated: _____________, 20__

Section 3.

Effective Date22: ________, 20__

Section 4.

Domestic Lending Office ______________

Euro Lending Office ______________

RFR Lending Office ______________

[NAME OF ASSIGNOR]

By:
Title:

[NAME OF ASSIGNEE]

By:
Title:




22
This date should be no earlier than the date of acceptance by the Agent.


2
Consented to and Accepted this _____ day

of _________________, 20__



[NAME OF AGENT], as Agent

By:
Title:



[NAME OF LOCAL CURRENCY AGENT], as Local Currency Agent

By:
Title:



[NAME OF JAPAN LOCAL CURRENCY AGENT], as Japan Local Currency Agent

By:
Title:




3
Agreed to this _____ day
of _____________, 20__23


CATERPILLAR INC.

By:
Title:

CATERPILLAR FINANCIAL SERVICES CORPORATION

By:
Title:




23
To be included when consent of the Borrowers is required pursuant to Section 8.07(a)(i).

4
EXHIBIT C-2

FORM OF ASSUMPTION AND ACCEPTANCE

Dated _______________, 20__

Reference is made to the Credit Agreement (2022 364-Day Facility), dated as of
September 1, 2022, as the same may be amended, restated, supplemented or otherwise modified
from time to time (the “Credit Agreement”) among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company and
Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in the Credit
Agreement), Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as
Japan Local Currency Bank and Citibank, N.A., as Agent for the Banks (the “Agent”). Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein with the same
meaning.

The Borrowers and ___________________ (the “Added Bank”) agree as follows:

1. The Borrowers have requested the Added Bank to [become a Bank under
the Credit Agreement and to accept and make a Commitment and Revolving Credit Commitment
[and [Local Currency Commitment] [Japan Local Currency Commitment]] under the Credit
Agreement in the amounts set forth on Schedule 1 hereto]24 [increase its Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement to the amounts set forth on Schedule 1 hereto]25 and
the Added Bank has agreed to so [become a Bank and accept and make a Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement in such amounts]26 [increase its Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement to such amounts].27 The Added Bank agrees, upon
the Effective Date of this Assumption and Acceptance, to purchase a participation in any
Revolving Credit Advances [[Local Currency Advances] [Japan Local Currency Advances]]
which are outstanding on the Effective Date in the amount determined pursuant to Section
2.05(d) of the Credit Agreement.

2. The Added Bank hereby acknowledges and agrees that neither the Agent
nor any Bank (i) has made any representation or warranty, nor assumed any responsibility, with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; or (ii) has made any representation or
warranty, nor assumed any responsibility, with respect to the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations under the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto.

3. Following the execution of this Assumption and Acceptance by the Added
Bank and the Borrowers, it will be delivered to the Agent for acceptance by the Agent. The


24
To be used if the Added Bank is not already a Bank under the Credit Agreement.
25
To be used if the Added Bank is already a Bank under the Credit Agreement.
26
To be used if the Added Bank is not already a Bank under the Credit Agreement.
27
To be used if the Added Bank is already a Bank under the Credit Agreement.

1
effective date of this Assumption and Acceptance shall be the date of acceptance thereof by the
Agent, unless a later date therefor is specified on Schedule 1 hereto (the “Effective Date”).

4. Upon such acceptance by the Agent, as of the Effective Date, (i) the
Added Bank shall, in addition to the rights and obligations under the Credit Agreement held by it
immediately prior to the Effective Date, if any, have the rights and obligations under the Credit
Agreement that have been assumed by it pursuant to this Assumption and Acceptance.

5. Upon such acceptance by the Agent, from and after the Effective Date, the
Agent shall make all payments under the Credit Agreement and the Notes, if any, in respect of
the Commitment and Revolving Credit Commitment [and Local Currency Commitment] [and
Japan Local Currency Commitment] assumed hereby (including, without limitation, all payments
of principal, interest and Commitment Fees with respect thereto) to the Added Bank.

6. This Assumption and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York (without regard for conflict of law principles
that would result in the application of any law other than the internal law of the State of New
York).

IN WITNESS WHEREOF, the Added Bank and the Borrowers have caused this
Assumption and Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on Schedule 1 hereto.




2
Schedule 1
to
Assumption and Acceptance
Dated __________, 20__

Section 1.

Added Bank’s Commitment after
giving effect to this Assumption
and Acceptance: $_________

Added Bank’s Revolving Credit Commitment
after giving effect to this Assumption
and Acceptance: $_________

[Added Bank’s Local Currency Commitment
after giving effect to this Assumption
and Acceptance: $_________]

[Added Bank’s Japan Local Currency Commitment
after giving effect to this Assumption
and Acceptance: $_________]

Section 2.

Effective Date28: ________, 20__

Section 3.

Domestic Lending Office ______________

Euro Lending Office ______________

RFR Lending Office ______________

[Local Currency Lending Office ______________]
[Japan Local Currency Lending Office ______________]




28
This date should be no earlier than the date of acceptance by the Agent.

1
CATERPILLAR INC.

By:
Title:

CATERPILLAR FINANCIAL
SERVICES CORPORATION

By:
Title:

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY

By:
Title:

CATERPILLAR FINANCE KABUSHIKI
KAISHA

By:
Title:




2
[NAME OF ADDED BANK]


By:
Title:




Accepted this _____ day
of _________________, 20__

[NAME OF AGENT]

By:
Title:




3
EXHIBIT D

FORM OF OPINION OF COUNSEL
FOR EACH OF CATERPILLAR AND CFSC

[Closing Date]


To the Banks listed on Schedule I hereto
and to Citibank, N.A., as Agent[, Citibank
Europe plc, UK Branch, as Local Currency Agent,
and MUFG Bank, Ltd.,
as Japan Local Currency Agent]


Re: [Name of Applicable Borrower]

Ladies and Gentlemen:

I am in-house counsel for [Name of Applicable Borrower], a Delaware
corporation (the “Borrower”), and give this opinion pursuant to Section 3.01(d) of the Credit
Agreement (2022 364-Day Facility), dated as of September 1, 2022 (the “Credit Agreement”),
among the Borrower, [Caterpillar Inc./Caterpillar Financial Services Corporation], Caterpillar
International Finance Designated Activity Company, Caterpillar Finance Kabushiki Kaisha, the
Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank,
Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks. Terms
defined in the Credit Agreement are used herein as therein defined.

I have examined the Credit Agreement; [the Local Currency Addendum; the
Japan Local Currency Addendum;] the documents furnished by the Borrower pursuant to Article
III of the Credit Agreement; the [[Restated] Certificate of Incorporation] of the Borrower and
any amendments thereto, as currently in effect (the “Charter”); and the [bylaws] of the Borrower
and any amendments thereto, as currently in effect (the “Bylaws”). In addition, I have examined
the originals, or copies certified to my satisfaction, of such other corporate records of the
Borrower, certificates of public officials, and agreements, instruments and other documents, and
have conducted such other investigations of fact and law, as I have deemed necessary or
advisable for purposes of this opinion letter.

In rendering my opinion, I have assumed the due authorization, execution and
delivery of each document referred to herein by all parties to such document other than the
Borrower.

Based upon the foregoing, and subject to the comments and qualifications set
forth below, it is my opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to transact business and is
in good standing as a foreign corporation in each of the jurisdictions listed in Schedule II to this
opinion letter.

2. The execution, delivery and performance by the Borrower of the Credit
Agreement [, the Local Currency Addendum, the Japan Local Currency Addendum]29 and the
29
For CFSC opinion.
1
DB1/ 131259742.7
Notes to be executed by it are within the Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene, or constitute a default under
(i) the Charter or the Bylaws or (ii) in any material respect, the General Corporation Law of the
State of Delaware or any United States Federal or [Tennessee]30 law, rule or regulation
applicable to the Borrower (I express no opinion relating to the United States federal securities
laws or any state securities or Blue Sky laws), (iii) any agreement filed as an exhibit to the
Borrower’s annual report on Form 10-K, filed with the U.S. Securities and Exchange
Commission (the “Commission”) on [DATE], or any agreement filed or incorporated by
reference as an exhibit to a filing of the Borrower under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, with the Commission from [DATE] up to and
including the date hereof, or (iv) any material judgment, injunction order or decree binding upon
the Borrower.

3. No authorization, approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body of the United States[,][or] the State of
Delaware31 that in my experience would normally be applicable to general business entities is
required for the execution, delivery and performance by the Borrower of the Credit Agreement [,
the Local Currency Addendum, the Japan Local Currency Addendum]32 and the Notes to be
executed by it (but I express no opinion relating to any state securities or Blue Sky laws).

4. The Credit Agreement [, the Local Currency Addendum, the Japan Local
Currency Addendum]33 and its Notes have been duly executed and delivered by a duly
authorized officer of the Borrower. [Assuming that the Agent, the Local Currency Agent, the
Japan Local Currency Agent, and each Bank party to the Credit Agreement as of the date hereof
have duly executed and delivered the Credit Agreement and that each such Bank has notified the
Agent that such Bank has executed the Credit Agreement, [, and assuming that (x) the Local
Currency Agent and each Local Currency Bank party to the Local Currency Addendum as of the
date hereof have duly executed and delivered the Local Currency Addendum and that each such
Local Currency Bank has notified the Agent that such Local Currency Bank has executed the
Local Currency Addendum and (y) the Japan Local Currency Agent and each Japan Local
Currency Bank party to the Japan Local Currency Addendum as of the date hereof have duly
executed and delivered the Japan Local Currency Addendum and that each such Japan Local
Currency Bank has notified the Agent that such Japan Local Currency Bank has executed the
Japan Local Currency Addendum] the Credit Agreement is, [the Local Currency Addendum is,
the Japan Local Currency Addendum is,] the Notes executed and delivered by the Borrower on
or prior to the date hereof are, and any other Notes when executed and delivered by the Borrower
pursuant to the terms of the Credit Agreement will be, the valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective terms.]34

5. There is no pending or, to my actual knowledge, threatened action or
proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator, which purports to affect the legality, validity or enforceability of the Credit
Agreement [, the Local Currency Addendum, the Japan Local Currency Addendum,] or any Note
or which is reasonably likely to materially adversely affect (i) the financial condition or
operations of the Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability of
the Borrower to perform its obligations under the Credit Agreement [, the Local Currency
Addendum, the Japan Local Currency Addendum] and the Notes to be executed by it.


30
External counsel to provide all New York law opinions.
31
External counsel to provide all New York law opinions.
32
For CFSC opinion.
33
For CFSC opinion.
34
External counsel to provide all New York law opinions.


2
Insofar as the foregoing opinions relate to the valid existence and good standing
of the Borrower, they are based solely on the certificates from public officials attached hereto as
Exhibit A. Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Borrower, such opinions are subject to (i)
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to
general principles of equity and (ii) limitations under applicable law or public policy on waivers
of rights or defenses.

I express no opinion as to (i) Sections 2.13 and 8.05 of the Credit Agreement,
insofar as they provide that any Bank purchasing a participation from another Bank pursuant
thereto may exercise set-off or similar rights with respect to such participation or that any
Affiliate of a Bank may exercise set-off or similar rights with respect to such Bank’s claims
under the Credit Agreement or the Notes; (ii) Section 2.12(c), 7.09 or 8.04(c), to the extent that
any such section may be construed as requiring indemnification with respect to a claim, damage,
liability or expense incurred as a result of any violation of law by a Bank[,][or] the Agent [the
Local Currency Agent or the Japan Local Currency Agent]; (iii) Section 8.08(c) of the Credit
Agreement [or any comparable provisions of the Japan Local Currency Addendum or the Local
Currency Addendum], insofar as [any] such provision relates to the subject matter jurisdiction of
the United States District Court to adjudicate any controversy related to the Credit Agreement; or
(iv) Sections 8.10 or 8.12, [or ]the last sentence of Section 8.08(b) of the Credit Agreement[or
any comparable provisions of the Japan Local Currency Addendum or the Local Currency
Addendum] or (v) clauses (B) and (C) of Section 8.08(c) of the Credit Agreement, insofar as
either such clause relates to the submission to jurisdiction in any Illinois State or United States
federal court sitting in Chicago, Illinois (and any appellate court hearing appeals from any such
court) or any United States federal court sitting in Nashville, Tennessee (and any appellate court
hearing appeals from any such court), as applicable.

[For Caterpillar Inc.:] [In rendering the opinion in numbered paragraph 2, I have
assumed that to the extent any document referred to in clause (iii) of numbered paragraph 2 is
governed by the law of a jurisdiction other than those referred to in the following paragraph, such
document would be interpreted in accordance with its plain meaning.]

[The foregoing opinions are limited to the federal law of the United States of
America, the law of the State of [Tennessee] and the General Corporation Law of the State of
Delaware.]
This opinion letter is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly set forth herein. The
opinions expressed herein are being delivered to you as of the date hereof in connection with the
transactions described hereinabove and are solely for your benefit in connection with the
transactions described hereinabove and may not be relied on, used, circulated, quoted or
otherwise referred to in any manner or for any purpose by any other Person, nor any copies
published, communicated or otherwise made available in whole or in part to any other Person
without my specific prior written consent, except that (A) you may furnish copies hereof, (i) to
your independent auditors and attorneys, (ii) upon the request of any state or federal authority or
official having regulatory jurisdiction over you, (iii) pursuant to order or legal process of any
court or governmental agency and (iv) to any of your permitted or prospective assigns and/or
participants in respect of the Credit Agreement, the Japan Local Currency Addendum and the
Local Currency Addendum and (B) assignees that become Banks party to the Credit Agreement
pursuant to Section 8.07 thereof may rely on this opinion as if addressed to them on the date
hereof, on the condition and understanding that (i) this opinion letter speaks only as of the date
hereof as described below and (ii) any such reliance by a future assignee must be actual and
reasonable under the circumstances existing at the time such person becomes an assignee,
including any changes in law, facts or any other developments known to or reasonably knowable


3
by such person at such time. I assume no obligation to advise you or any other person, or to
make any investigations, as to any legal developments or factual matters arising subsequent to
the date hereof that might affect the opinions expressed herein.

Very truly yours,




4
Schedule I




5
Schedule II

[Caterpillar Inc.
Alabama
Arizona
California
Georgia
Illinois
Indiana
Kentucky
Minnesota
Mississippi
Nebraska
North Carolina
South Carolina
Tennessee
Texas
Virginia
Wisconsin]




[Cat Financial
Tennessee]




6
Exhibit A

Good Standing Certificates

See attached.




1
DB1/ 131259742.7
EXHIBIT E

[RESERVED]
EXHIBIT F-1


FORM OF COMPLIANCE CERTIFICATE
CATERPILLAR INC.

To: The Banks which are parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Credit
Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the same may be
amended, restated, supplemented or otherwise modified from time to time (the “Agreement”)
among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar International
Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha (collectively,
the “Borrowers”), the Banks party thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent and Citibank, N.A., as agent for the
Banks. Capitalized terms used and not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ______________ of Caterpillar Inc. (the
“Borrower”).

2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions and conditions of
the Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements.

3. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default with
respect to the Borrower during or at the end of the accounting period covered by the attached
financial statements or as of the date hereof.

4. As required pursuant to Section 5.03 of the Agreement, the Borrower’s
Consolidated Net Worth, as of the end of the accounting period covered by the attached financial
statements, is at least $9,000,000,000 as shown below.

a. Consolidated Net Worth $__________

(i) Stockholders’ equity $__________
(ii) Accumulated Other
Comprehensive Income $__________
(iii) Pension and other post-retirement
benefits balance within
Accumulated Other Comprehensive
Income $__________

The foregoing certifications and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _____ day of __________, 20__.

CATERPILLAR INC.

1
DB1/ 131259742.7
By:
Name:
Title:




2
EXHIBIT F-2


FORM OF COMPLIANCE CERTIFICATE
CATERPILLAR FINANCIAL SERVICES CORPORATION

To: The Banks which are parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Credit
Agreement (2022 364-Day Facility), dated as of September 1, 2022, as the same may be
amended, restated, supplemented or otherwise modified from time to time (the “Agreement”)
among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar International
Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha (collectively,
the “Borrowers”), the Banks party thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, Citibank, N.A., as agent for the
Banks. Capitalized terms used and not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ______________ of Caterpillar Financial Services
Corporation (the “Borrower”).

2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions and conditions of
the Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements.

3. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default with
respect to the Borrower during or at the end of the accounting period covered by the attached
financial statements or as of the date hereof.

4. As required pursuant to Section 5.04(a) of the Agreement, the Borrower’s
ratio (the “Leverage Ratio”) of CFSC Consolidated Debt to CFSC’s Consolidated Net Worth,
equal to the average of the Leverage Ratios as determined on the last day of each of the six
preceding calendar months, as of the end of the accounting period covered by the attached
financial statements, is not greater than 10.0 to 1, as shown below.35

a. CFSC Consolidated Debt* $__________
b. CFSC’s Consolidated
Net Worth* $__________
c. Leverage Ratio (6-month moving average) __________
d. Leverage Ratio (at December 31, 20__) ___________
* At end of current accounting period

5. As required pursuant to Section 5.04(b) of the Agreement, the ratio of (1)
the Borrower’s profit excluding income taxes, Interest Expense and Net Gain/(Loss) From
Interest Rate Derivatives to (2) Interest Expense, computed as of the end of the calendar quarter

35
It being understood that rounding may cause minor discrepancies with the previous three Compliance Certificates
delivered.
1
DB1/ 131259742.7
covered by the attached financial statements for the rolling four-quarter period then most recently
ended, is not less than 1.15 to 1, as shown below.36

a. Profit excluding income taxes, Interest
Expense and excluding Net Gain/(Loss)
From Interest Rate Derivatives $__________
b. Interest Expense $__________
c. Ratio of profit excluding income taxes,
Interest Expense and Net Gain/(Loss)
From Interest Rate Derivatives to
Interest Expenses (a÷b) __________

The foregoing certifications and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _____ day of __________, 20__.

CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




36
It being understood that rounding may cause minor discrepancies with the previous three Compliance Certificates
delivered


2
EXHIBIT G-1


FORM OF LOCAL CURRENCY ADDENDUM (364-DAY FACILITY)

LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the
Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company, the Local Currency Banks (as
defined below), Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local
Currency Agent.

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Credit Agreement (2022 364-Day Facility), dated
as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki
Kaisha, the financial institutions from time to time party thereto as Banks, Citibank, N.A., as
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank Europe plc, UK Branch,
as Local Currency Agent, as the same may be amended, waived, modified or restated from time
to time.

“Local Currency Advance” means any Advance, denominated in Pounds Sterling,
Euro, or any other Agreed Currency which CIF requests the Local Currency Banks to include as
a Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF
pursuant to Sections 2.03A and 2.03B of the Credit Agreement and this Addendum. A Local
Currency Advance shall bear interest at the rate specified in Schedule II.

“Local Currency Bank” means each Bank listed on the signature pages of this
Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or an
Assumption and Acceptance.
Section 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

Section 1.03. Local Currency Advances. (a) This Addendum (as the same may
be amended, waived, modified or restated from time to time) is the “Local Currency Addendum”
as defined in the Credit Agreement and is, together with the borrowings made hereunder, subject
in all respects to the terms and provisions of the Credit Agreement except to the extent that the
terms and provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control.
1
DB1/ 131259742.7
(a) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of the
Credit Agreement, without modification, shall govern this Addendum and the Local Currency
Advances made pursuant to this Addendum.

(b) Any special borrowing procedures or funding arrangements for Local
Currency Advances under this Addendum, any provisions for the issuance of promissory notes to
evidence the Local Currency Advances made hereunder and any additional information
requirements applicable to Local Currency Advances under this Addendum are set forth on
Schedule III. If no such special procedures, funding arrangements, provisions or additional
requirements are set forth on Schedule III, then the corresponding procedures, funding
arrangements, provisions and information requirements set forth in the Credit Agreement shall
govern this Addendum.

Section 1.01. Maximum Borrowing Amounts. (a) The Total Local Currency
Commitment, and the Local Currency Commitment and the Same Day Local Currency
Commitment for each Local Currency Bank party to this Addendum as of the date hereof, are set
forth on Schedule I.

(c) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Local Currency Agent and the Local Currency Banks, CIF may from time to time
permanently reduce the Total Local Currency Commitment under this Addendum in whole, or in
part ratably among the Local Currency Banks, in an aggregate minimum Dollar Amount of
$10,000,000, and integral multiples of $1,000,000 in excess thereof; provided, however, that the
amount of the Total Local Currency Commitment may not be reduced below the aggregate
principal amount of the outstanding Local Currency Advances with respect thereto. Any such
reduction shall be allocated pro rata among all the Local Currency Banks party to this Addendum
by reference to their Local Currency Commitments.

ARTICLE III

Representations and Warranties

Each of CFSC and CIF makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CIF represents and warrants to each of the Local Currency Banks party to this
Addendum that no Event of Default, or event which would constitute an Event of Default but for
the requirement that notice be given or time elapse or both, has occurred and is continuing, and
no Event of Default, or event which would constitute an Event of Default but for the requirement
that notice be given or time elapse or both, shall arise as a result of the making of Local Currency
Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

Section 1.04. Amendment; Termination. (a) This Addendum (including the
Schedules hereto) may not be amended without the prior written consent of the Majority Local
Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement.

(d) This Addendum may not be terminated without the prior written consent
of each Local Currency Bank party hereto, CFSC and CIF unless there are no Local Currency


2
Advances or any other amounts outstanding hereunder, in which case no such consent of any
Local Currency Bank shall be required; provided, however, that this Addendum shall terminate
on the date that the Credit Agreement terminates in accordance with its terms.

Section 1.02. Assignments. Section 8.07 of the Credit Agreement shall apply
to assignments by Local Currency Banks of obligations, Local Currency Commitments and
Advances hereunder; provided, however, that a Local Currency Bank may not assign any
obligations, Local Currency Commitments or rights hereunder to any Person which is not (or
does not simultaneously become) a Bank under the Credit Agreement.

Section 1.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CIF, at Caterpillar International Finance Designated Activity
Company, 2120 West End Avenue, Nashville, Tennessee 37203-0001, Attention
Caterpillar International Finance Designated Activity Company c/o Treasurer (Facsimile
No. 615-341-8596) with a copy to CFSC at its address and facsimile number or electronic
mail address referenced in Section 8.02 of the Credit Agreement;

(b) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(c) if to the Local Currency Agent, at Citibank Europe plc, UK Branch,
Citigroup Centre, 5th Floor, Canary Wharf, London, United Kingdom, E14 5LB,
Facsimile No. 44 20 7492 3980 with a copy to the Agent at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(d) if to a Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Local Currency Bank became a
party hereto; and

(e) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties. All notices, demands, requests, consents and other communications
described in this Section 4.03 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails and
(iii) if delivered by electronic mail or any other telecommunications device, when transmitted to
an electronic mail address (or by another means of electronic delivery) as provided in this
Section 4.03; provided, however, that notices and communications to the Local Currency Agent
pursuant to Article II or V hereof or Article II of the Credit Agreement shall not be effective until
received by the Local Currency Agent.

Section 1.05. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.


3
Section 1.06. Sharing of Payments, Etc. If any Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Local Currency Advances made by it (other than pursuant to
Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable share
of payments on account of the Local Currency Advances obtained by all the Local Currency
Banks, such Local Currency Bank shall forthwith purchase from the other Local Currency Banks
such participations in the Local Currency Advances made by them as shall be necessary to cause
such purchasing Local Currency Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Local Currency Bank, such purchase from each other Local Currency Bank
shall be rescinded and each such other Local Currency Bank shall repay to the purchasing Local
Currency Bank the purchase price to the extent of such recovery together with an amount equal
to such other Local Currency Bank’s ratable share (according to the proportion of (i) the amount
of such other Local Currency Bank’s required repayment to (ii) the total amount so recovered
from the purchasing Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so recovered. CIF agrees that
any Local Currency Bank so purchasing a participation from another Local Currency Bank
pursuant to this Section 4.05 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as fully as if such Local
Currency Bank were the direct creditor of CIF in the amount of such participation.

Section 1.07. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

Section 1.08. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Local Currency Agent
Section 1.01. Appointment; Nature of Relationship. Citibank Europe plc, UK
Branch is appointed by the Local Currency Banks as the Local Currency Agent hereunder and
under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local Currency Bank with
the rights and duties expressly set forth herein and in the Credit Agreement applicable to the
Local Currency Agent. The Local Currency Agent agrees to act as such contractual
representative upon the express conditions contained in this Article V. Notwithstanding the use
of the defined term “Local Currency Agent,” it is expressly understood and agreed that the Local
Currency Agent shall not have any fiduciary responsibilities to any Local Currency Bank or
other Bank by reason of this Addendum and that the Local Currency Agent is merely acting as
the representative of the Local Currency Banks with only those duties as are expressly set forth
in this Addendum and the Credit Agreement. In its capacity as the Local Currency Banks’
contractual representative, the Local Currency Agent (i) does not assume any fiduciary duties to
any of the Banks, (ii) is a “representative” of the Local Currency Banks within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this Addendum and the
Credit Agreement. Each of the Local Currency Banks agrees to assert no claim against the Local



4
Currency Agent on any agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Bank waives.

Section 1.02. Powers. The Local Currency Agent shall have and may exercise
such powers under this Addendum and the Credit Agreement as are specifically delegated to the
Local Currency Agent by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Local Currency Agent shall have neither any implied duties or fiduciary
duties to the Local Currency Banks or the Banks, nor any obligation to the Local Currency Banks
or the Banks to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be taken by the
Local Currency Agent.

Section 1.03. General Immunity. Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be liable to any of the Borrowers or
any Bank for any action taken or omitted to be taken by it or them hereunder or under the Credit
Agreement or in connection herewith or therewith except to the extent such action or inaction is
found in a final non-appealable judgment by a court of competent jurisdiction to have arisen
from the gross negligence or willful misconduct of such Person.

Section 1.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

Section 1.05. Action on Instructions of Local Currency Banks. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Local Currency Banks (except with respect to actions that require the consent of all of
the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. The Local Currency Agent shall be fully justified in
failing or refusing to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Local Currency Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing to take any such
action.

Section 1.06. Employment of Agents and Counsel. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Local
Currency Banks, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
The Local Currency Agent shall be entitled to advice of counsel concerning the contractual
arrangement among the Local Currency Agent and the Local Currency Banks, as the case may
be, and all matters pertaining to its duties hereunder and under the Credit Agreement.

Section 1.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]

Section 1.08. Other Transactions. The Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CIF or any of their respective Subsidiaries in which the Local Currency Agent is not
prohibited hereby from engaging with any other Person.




5
Section 1.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07
of the Credit Agreement for these provisions.]

Section 1.10. Successor Local Currency Agent. The Local Currency Agent (i)
may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks
and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and
(ii) may be removed at any time with or without cause by the Majority Local Currency Banks.
Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of
the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local
Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as
successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a
successor Local Currency Agent. If no successor Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Local
Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of
the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on
behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent,
which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long
as no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given, time elapse or both, has occurred and is continuing, each such
successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which
approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Local Currency Agent hereunder by a successor Local
Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and
the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder
and under the Credit Agreement. After any retiring Local Currency Agent’s resignation
hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By:
Name:
Title:


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
CITIBANK, N.A., as the Agent


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
CITIBANK EUROPE PLC, UK BRANCH, as the
Local Currency Agent


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
CITIBANK, N.A., as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
JPMORGAN CHASE BANK, N.A., as Local
Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
BANK OF AMERICA, N.A., LONDON
BRANCH, as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
BARCLAYS BANK PLC, as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
SOCIÉTÉ GÉNÉRALE, as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
BNP PARIBAS LONDON BRANCH, as Local
Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
COMMERZBANK AG, NEW YORK BRANCH,
as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
LLOYDS BANK PLC, as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
SCHEDULE I
to Local Currency Addendum

Local Currency Banks

Local Currency Commitments

Total Local Currency Commitment

Applicable Lending Office

Same Day Local
Local Currency Bank Name Local Currency Commitment Currency Commitment
Citibank, N.A. $19,000,000 $19,000,000
JPMorgan Chase Bank, N.A. $16,500,000 $16,500,000
Bank of America, N.A.,
London Branch $16,000,000 $16,000,000
Barclays Bank PLC $16,000,000 $16,000,000
Société Générale $16,000,000 $16,000,000
BNP Paribas London Branch $5,500,000 $5,500,000
Commerzbank AG, New York
Branch $5,500,000 $5,500,000
Lloyds Bank plc $5,500,000 $5,500,000

Total Same
Day Local
Total Local Currency Currency
Commitment US $100,000,000 Sub-Facility US $100,000,000




1
DB1/ 131259742.7
Local Currency Bank Name Applicable Local Currency Lending Office

Citibank, N.A. Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 212-994-0961

JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Platina Block 3
Bank of America, N.A., London Branch Floor 4 America, N.A., London Branch
Bank of
26 Elmfield Road,
Bromley, Kent, BR1 1LR,
United Kingdom
+44-208-313-2655 / 44 208 695 3389
+44 208 313 2140
emealoanoperations@baml.com
Barclays Bank PLC Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Société Générale Société Générale
29 Boulevard Haussmann
75009 Paris
France
BNP Paribas London Branch BNP Paribas London Branch
10 Harewood Avenue
London NW1 6AA
Attention: Gary Mobley
Tel: +44 (0)20 7595 6422
Attention: Loans and Agency Desk
Tel: +44 (0)20 7595 6887
Commerzbank AG, New York Branch Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Patrick Hartweger

Lloyds Bank plc Lloyds Bank plc
Wholesale Loans Servicing,
Bank House,
Wine Street,
Bristol BS1 2AN
Attention: Mike Wilson




2
SCHEDULE II
to Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

2. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

3. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

4. Interest Rates:

Each Local Currency Advance (other than those also constituting RFR Advances)
shall bear interest from and including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest Period at a rate per annum equal
to the sum of the EURIBOR Rate for such Interest Period plus the Applicable Margin as
in effect from time to time during such Interest Period; provided, however, after the
occurrence and during the continuance of an Event of Default or an event that would
constitute an Event of Default but for the requirement that notice be given or time elapse
or both, the provisions of Section 2.07(d) of the Credit Agreement shall be applicable.
Local Currency Advances constituting RFR Advances shall be governed by the
provisions set forth in the Credit Agreement that govern RFR Advances.

5. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.

Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Term Loan Repayment Date: The “Term Loan Repayment Date” under the Credit
Agreement.

Prepayment Notices: CIF shall be permitted to prepay a Local Currency Advance subject
to the provisions of Section 8.04(b) of the Credit Agreement, on any Business Day,
provided, in the case of any prepayment, notice thereof is given to the Local Currency
Agent not later than 10:00 a.m. (London time) at least three (3) Business Days prior to
the date of such prepayment.




1
DB1/ 131259742.7
SCHEDULE III
to Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Local Currency Borrowing shall be given by CIF to the Agent and the
Local Currency Agent not later than 11:00 a.m. (London time) on the third Business Day
prior to the date of the proposed Local Currency Borrowing (or not later than 10:00 a.m.
(London time)) on the Business Day of the proposed Local Currency Borrowing, in the
case of a Local Currency Borrowing consisting of Same Day Local Currency Advances),
and the Agent (or the Local Currency Agent, in the case of a Local Currency Borrowing
consisting of Same Day Local Currency Advances) shall give each Local Currency Bank
prompt notice thereof in accordance with Section 4.03.

(b) Each Notice of Local Currency Borrowing shall be addressed to the Agent and the
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Local Currency Advances are to be made.

2. Funding Arrangements:

Minimum amounts/increments for Local Currency Borrowings, repayments and prepayments:

Same as Credit Agreement.

3. Promissory Notes: None required.




1
DB1/ 131259742.7
EXHIBIT G-2


FORM OF JAPAN LOCAL CURRENCY ADDENDUM (364-DAY FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to
the Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below),
Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Credit Agreement (2022 364-Day Facility), dated
as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki
Kaisha, the financial institutions from time to time party thereto as Banks, Citibank, N.A., as
Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and MUFG Bank, Ltd., as
Japan Local Currency Agent, as the same may be amended, waived, modified or restated from
time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese
Yen, made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this
Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in
Schedule II.

“Japan Local Currency Bank” means each Bank listed on the signature pages of
this Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or
an Assumption and Acceptance.

Section 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

Section 1.01. Japan Local Currency Advances. (a) This Addendum (as the
same may be amended, waived, modified or restated from time to time) is the “Japan Local
Currency Addendum” as defined in the Credit Agreement and is, together with the borrowings
made hereunder, subject in all respects to the terms and provisions of the Credit Agreement
except to the extent that the terms and provisions of the Credit Agreement are modified by or are
inconsistent with this Addendum, in which case this Addendum shall control.

(a) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Japan Local Currency Advances under this
1
DB1/ 131259742.7
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of the
Credit Agreement, without modification, shall govern this Addendum and the Japan Local
Currency Advances made pursuant to this Addendum.

(b) Any special borrowing procedures or funding arrangements for Japan
Local Currency Advances under this Addendum, any provisions for the issuance of promissory
notes to evidence the Japan Local Currency Advances made hereunder and any additional
information requirements applicable to Japan Local Currency Advances under this Addendum
are set forth on Schedule III. If no such special procedures, funding arrangements, provisions or
additional requirements are set forth on Schedule III, then the corresponding procedures, funding
arrangements, provisions and information requirements set forth in the Credit Agreement shall
govern this Addendum.

Section 1.03. Maximum Borrowing Amounts. (a) The Total Japan Local
Currency Commitment, and the Japan Local Currency Commitment for each Japan Local
Currency Bank party to this Addendum as of the date hereof, are set forth on Schedule I.

(c) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, CFKK may from
time to time permanently reduce the Total Japan Local Currency Commitment under this
Addendum in whole, or in part ratably among the Japan Local Currency Banks, in an aggregate
minimum Dollar Amount of $10,000,000, and integral multiples of $1,000,000 in excess thereof;
provided, however, that the amount of the Total Japan Local Currency Commitment may not be
reduced below the aggregate principal amount of the outstanding Japan Local Currency
Advances with respect thereto. Any such reduction shall be allocated pro rata among all the
Japan Local Currency Banks party to this Addendum by reference to their Japan Local Currency
Commitments.

ARTICLE III

Representations and Warranties

Each of CFSC and CFKK makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CFKK represents and warrants to each of the Japan Local Currency Banks party to
this Addendum that no Event of Default, or event which would constitute an Event of Default but
for the requirement that notice be given or time elapse or both, has occurred and is continuing,
and no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, shall arise as a result of the making of
Japan Local Currency Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

Section 1.01. Amendment; Termination. (a) This Addendum (including the
Schedules hereto) may not be amended without the prior written consent of the Majority Japan
Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit
Agreement.

(d) This Addendum may not be terminated without the prior written consent
of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no Japan
Local Currency Advances or any other amounts outstanding hereunder, in which case no such


2
consent of any Japan Local Currency Bank shall be required; provided, however, that this
Addendum shall terminate on the date that the Credit Agreement terminates in accordance with
its terms.

Section 1.04. Assignments. Section 8.07 of the Credit Agreement shall apply
to assignments by Japan Local Currency Banks of obligations, Japan Local Currency
Commitments and Japan Local Currency Advances hereunder; provided, however, that a Japan
Local Currency Bank may not assign any obligations, Japan Local Currency Commitments or
rights hereunder to any Person which is not (or does not simultaneously become) a Bank under
the Credit Agreement.

Section 1.05. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(e) if to CFKK, at Caterpillar Finance Kabushiki Kaisha, SBS Tower 14F,
4-10-1 Yoga, Setagaya-ku, Tokyo 158-0097, Japan, Attention: Managing Director (Facsimile
No. 813-5797-4522), with a copy to CFSC at its address and facsimile number or electronic mail
address referenced in Section 8.02 of the Credit Agreement;

(f) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(g) if to the Japan Local Currency Agent, at MUFG Bank, Ltd., Osaka
Corporate Banking Group, Osaka Corporate Banking Division No. 3, Corporate Banking
Department No. 3, 3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan, Attention:
Mr. Kazuki Takehara (Telecopy No.: 06-6206-9039 / 81-06-6206-9039) (Telephone No.:
06-6206-9036 / 81-06-6206-9036) with a copy to the Agent at its address and facsimile number
or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(h) if to a Japan Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Japan Local Currency Bank became a party
hereto;
(i) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications, Telecopier
No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank, N.A., 388 Greenwich
Street, New York, New York, 10013, Attention: Lisa Stevens Harary (E-Mail Address:
lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties.

All notices, demands, requests, consents and other communications described in this Section
4.03 shall be effective (i) if delivered by hand, including any overnight courier service, upon
personal delivery, (ii) if delivered by mail, when deposited in the mails and (iii) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in this Section 4.03; provided,
however, that notices and communications to the Japan Local Currency Agent pursuant to
Article II or V hereof or Article II of the Credit Agreement shall not be effective until received
by the Japan Local Currency Agent.



3
Section 1.02. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

Section 1.03. Sharing of Payments, Etc. If any Japan Local Currency Bank
shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Japan Local Currency Advances made by it (other than
pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its
ratable share of payments on account of the Japan Local Currency Advances obtained by all the
Japan Local Currency Banks, such Japan Local Currency Bank shall forthwith purchase from the
other Japan Local Currency Banks such participations in the Japan Local Currency Advances
made by them as shall be necessary to cause such purchasing Japan Local Currency Bank to
share the excess payment ratably with each of them, provided, however, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Japan Local Currency
Bank, such purchase from each other Japan Local Currency Bank shall be rescinded and each
such other Japan Local Currency Bank shall repay to the purchasing Japan Local Currency Bank
the purchase price to the extent of such recovery together with an amount equal to such other
Japan Local Currency Bank’s ratable share (according to the proportion of (i) the amount of such
other Japan Local Currency Bank’s required repayment to (ii) the total amount so recovered from
the purchasing Japan Local Currency Bank) of any interest or other amount paid or payable by
the purchasing Japan Local Currency Bank in respect of the total amount so recovered. CFKK
agrees that any Japan Local Currency Bank so purchasing a participation from another Japan
Local Currency Bank pursuant to this Section 4.05 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Japan Local Currency Bank were the direct creditor of CFKK in the amount of
such participation.

Section 1.04. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

Section 1.05. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Japan Local Currency Agent

Section 1.06. Appointment; Nature of Relationship. MUFG Bank, Ltd. is
appointed by the Japan Local Currency Banks as the Japan Local Currency Agent hereunder and
under the Credit Agreement, and each of the Japan Local Currency Banks irrevocably authorizes
the Japan Local Currency Agent to act as the contractual representative of such Japan Local
Currency Bank with the rights and duties expressly set forth herein and in the Credit Agreement
applicable to the Japan Local Currency Agent. The Japan Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article V.
Notwithstanding the use of the defined term “Japan Local Currency Agent,” it is expressly
understood and agreed that the Japan Local Currency Agent shall not have any fiduciary
responsibilities to any Japan Local Currency Bank or other Bank by reason of this Addendum
and that the Japan Local Currency Agent is merely acting as the representative of the Japan


4
Local Currency Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Japan Local Currency Banks’ contractual representative,
the Japan Local Currency Agent (i) does not assume any fiduciary duties to any of the Banks, (ii)
is a “representative” of the Japan Local Currency Banks within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Addendum and the Credit
Agreement. Each of the Japan Local Currency Banks agrees to assert no claim against the Japan
Local Currency Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Bank waives.

Section 1.07. Powers. The Japan Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are specifically
delegated to the Japan Local Currency Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Japan Local Currency Agent shall have neither
any implied duties or fiduciary duties to the Japan Local Currency Banks or the Banks, nor any
obligation to the Japan Local Currency Banks or the Banks to take any action hereunder or under
the Credit Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Japan Local Currency Agent.

Section 1.08. General Immunity. Neither the Japan Local Currency Agent nor
any of its respective directors, officers, agents or employees shall be liable to any of the
Borrowers or any Bank for any action taken or omitted to be taken by it or them hereunder or
under the Credit Agreement or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

Section 1.09. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

Section 1.010. Action on Instructions of Japan Local Currency Banks. The
Japan Local Currency Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and under the Credit Agreement in accordance with written instructions signed
by Majority Japan Local Currency Banks (except with respect to actions that require the consent
of all of the Banks as provided in the Credit Agreement, including, without limitation, Section
8.01 thereof), and such instructions and any action taken or failure to act pursuant thereto shall
be binding on all of the Japan Local Currency Banks. The Japan Local Currency Agent shall be
fully justified in failing or refusing to take any action hereunder and under the Credit Agreement
unless it shall first be indemnified to its satisfaction by the Japan Local Currency Banks pro rata
against any and all liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

Section 1.011. Employment of Agents and Counsel. The Japan Local Currency
Agent may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Japan
Local Currency Banks, except as to money or securities received by it or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Japan Local Currency Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Japan Local Currency Agent and the Japan
Local Currency Banks, as the case may be, and all matters pertaining to its duties hereunder and
under the Credit Agreement.

Section 1.012. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]


5
Section 1.013. Other Transactions. The Japan Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CFKK or any of their respective Subsidiaries in which the Japan Local Currency Agent is
not prohibited hereby from engaging with any other Person.

Section 1.014. Bank Credit Decision. [Intentionally Omitted. See Section 7.07
of the Credit Agreement for these provisions.]

Section 1.10. Successor Japan Local Currency Agent. The Japan Local
Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the
Japan Local Currency Banks and the Borrowers, and may appoint one of its Affiliates as
successor Japan Local Currency Agent and (ii) may be removed at any time with or without
cause by the Majority Japan Local Currency Banks. Upon any such resignation or removal, the
Majority Japan Local Currency Banks, with the consent of the Agent, shall have the right to
appoint (unless, in the case of the resignation of the Japan Local Currency Agent, the resigning
Japan Local Currency Agent has appointed one of its Affiliates as successor Japan Local
Currency Agent), on behalf of the Borrowers and the Japan Local Currency Banks, a successor
Japan Local Currency Agent. If no successor Japan Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Japan
Local Currency Agent’s giving notice of resignation or the Majority Japan Local Currency
Banks’ removal of the retiring Japan Local Currency Agent, then the retiring Japan Local
Currency Agent may appoint, on behalf of the Borrowers and the Japan Local Currency Banks, a
successor Japan Local Currency Agent, which need not be one of its Affiliates. Notwithstanding
anything herein to the contrary, so long as no Event of Default, or event which would constitute
an Event of Default but for the requirement that notice be given, time elapse or both, has
occurred and is continuing, each such successor Japan Local Currency Agent shall be subject to
written approval by CFSC and CFKK, which approval shall not be unreasonably withheld. Such
successor Japan Local Currency Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Japan Local
Currency Agent hereunder by a successor Japan Local Currency Agent, such successor Japan
Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Japan Local Currency Agent, and the retiring Japan Local
Currency Agent shall be discharged from its duties and obligations hereunder and under the
Credit Agreement. After any retiring Japan Local Currency Agent’s resignation hereunder as
Japan Local Currency Agent, the provisions of this Article V shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Japan Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Name:
Title:


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
CITIBANK, N.A., as the Agent



By:
Name:
Title:




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Agent



By:
Name: Yoshikazu Shimauchi
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Bank



By:
Name: Yoshikazu Shimauchi
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
SCHEDULE I
to Japan Local Currency Addendum


Japan Local Currency Banks

Japan Local Currency Commitments

Total Japan Local Currency Commitment

Applicable Lending Office

Japan Local Currency Bank Name Japan Local Currency Commitment
MUFG Bank, Ltd. US $100,000,000


Total Japan Local
Currency Commitment: US $100,000,000


Japan Local Currency Bank Name Applicable Japan Local Currency Lending Office


MUFG Bank, Ltd. MUFG Bank, Ltd.,
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3
Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka
541-8530, Japan
Attention: Mr. Kazuki Takehara
(Telephone No.: 06-6206-9036 / 81-06-6206-9036)
(Facsimile No.: 06-6206-9039 / 81-06-6206-9039)




1
DB1/ 131259742.7
SCHEDULE II
to Japan Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

2. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

3. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

4. Interest Rates:

Each Japan Local Currency Advance that is a TONAR Advance shall bear interest
at a rate per annum equal to the sum of (i) TONAR for such Japan Local Currency
Advance plus (ii) the Applicable Margin as in effect from time to time during such
Interest Period; provided, however, after the occurrence and during the continuance of an
Event of Default or an event that would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, the provisions of Section 2.07(d)
of the Credit Agreement shall be applicable. Each Japan Local Currency Advance that is
a Japan Base Rate Advance shall bear interest during any Interest Period at a per annum
rate equal to the sum of (i) the Japan Base Rate plus (ii) the Applicable Margin in effect
from time to time during such Interest Period. The terms of Section 2.07 and the other
provisions of the Credit Agreement shall otherwise govern the accrual and payment of
interest on Japan Local Currency Advances.

5. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.
Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Term Loan Repayment Date: The “Term Loan Repayment Date” under the Credit
Agreement.

Prepayment Notices: CFKK shall be permitted to prepay a Japan Local Currency
Advance subject to the provisions of Section 8.04(b) of the Credit Agreement, on any
Business Day, provided, in the case of any prepayment, notice thereof is given to the
Japan Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo
time) at least three (3) Business Days prior to the date of such prepayment.




1
DB1/ 131259742.7
SCHEDULE III
to Japan Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Japan Local Currency Borrowing shall be given by CFKK to the Japan
Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo time)
on the third Business Day prior to the date of the proposed Japan Local Currency
Borrowing (or not later than 10:00 a.m. (Tokyo time) on the Business Day of the
proposed Japan Local Currency Borrowing if such proposed Japan Local Currency
Borrowing is requested on a same-day basis), and the Japan Local Currency Agent shall
give each Japan Local Currency Bank prompt notice thereof in accordance with Section
4.03.

(b) Each Notice of Japan Local Currency Borrowing shall be addressed to the Japan
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Japan Local Currency Advances are to be made.

2. Funding Arrangements:

Minimum amounts/increments for Japan Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

3. Promissory Notes: None required.




1
EXHIBIT 10.2


LOCAL CURRENCY ADDENDUM (364-DAY FACILITY)

LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the
Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company, the Local Currency Banks (as
defined below), Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local
Currency Agent.

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Credit Agreement (2022 364-Day Facility), dated
as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki
Kaisha, the financial institutions from time to time party thereto as Banks, Citibank, N.A., as
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank Europe plc, UK Branch,
as Local Currency Agent, as the same may be amended, waived, modified or restated from time
to time.

“Local Currency Advance” means any Advance, denominated in Pounds Sterling,
Euro, or any other Agreed Currency which CIF requests the Local Currency Banks to include as
a Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF
pursuant to Sections 2.03A and 2.03B of the Credit Agreement and this Addendum. A Local
Currency Advance shall bear interest at the rate specified in Schedule II.

“Local Currency Bank” means each Bank listed on the signature pages of this
Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or an
Assumption and Acceptance.

Section 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

Section 1.03. Local Currency Advances. (a) This Addendum (as the same may
be amended, waived, modified or restated from time to time) is the “Local Currency Addendum”
as defined in the Credit Agreement and is, together with the borrowings made hereunder, subject
in all respects to the terms and provisions of the Credit Agreement except to the extent that the
terms and provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control.

(a) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit

Caterpillar: Confidential Green
Agreement” with respect to any item listed thereon, then the corresponding provisions of the
Credit Agreement, without modification, shall govern this Addendum and the Local Currency
Advances made pursuant to this Addendum.

(b) Any special borrowing procedures or funding arrangements for Local
Currency Advances under this Addendum, any provisions for the issuance of promissory notes to
evidence the Local Currency Advances made hereunder and any additional information
requirements applicable to Local Currency Advances under this Addendum are set forth on
Schedule III. If no such special procedures, funding arrangements, provisions or additional
requirements are set forth on Schedule III, then the corresponding procedures, funding
arrangements, provisions and information requirements set forth in the Credit Agreement shall
govern this Addendum.

Section 1.04. Maximum Borrowing Amounts. (a) The Total Local Currency
Commitment, and the Local Currency Commitment and the Same Day Local Currency
Commitment for each Local Currency Bank party to this Addendum as of the date hereof, are set
forth on Schedule I.

(a) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Local Currency Agent and the Local Currency Banks, CIF may from time to time
permanently reduce the Total Local Currency Commitment under this Addendum in whole, or in
part ratably among the Local Currency Banks, in an aggregate minimum Dollar Amount of
$10,000,000, and integral multiples of $1,000,000 in excess thereof; provided, however, that the
amount of the Total Local Currency Commitment may not be reduced below the aggregate
principal amount of the outstanding Local Currency Advances with respect thereto. Any such
reduction shall be allocated pro rata among all the Local Currency Banks party to this Addendum
by reference to their Local Currency Commitments.

ARTICLE III

Representations and Warranties

Each of CFSC and CIF makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CIF represents and warrants to each of the Local Currency Banks party to this
Addendum that no Event of Default, or event which would constitute an Event of Default but for
the requirement that notice be given or time elapse or both, has occurred and is continuing, and
no Event of Default, or event which would constitute an Event of Default but for the requirement
that notice be given or time elapse or both, shall arise as a result of the making of Local Currency
Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

Section 1.01. Amendment; Termination. (a) This Addendum (including the
Schedules hereto) may not be amended without the prior written consent of the Majority Local
Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement.

(a) This Addendum may not be terminated without the prior written consent
of each Local Currency Bank party hereto, CFSC and CIF unless there are no Local Currency
Advances or any other amounts outstanding hereunder, in which case no such consent of any
Local Currency Bank shall be required; provided, however, that this Addendum shall terminate
on the date that the Credit Agreement terminates in accordance with its terms.
Caterpillar: Confidential Green
2
Section 1.01. Assignments. Section 8.07 of the Credit Agreement shall apply
to assignments by Local Currency Banks of obligations, Local Currency Commitments and
Advances hereunder; provided, however, that a Local Currency Bank may not assign any
obligations, Local Currency Commitments or rights hereunder to any Person which is not (or
does not simultaneously become) a Bank under the Credit Agreement.

Section 1.02. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CIF, at Caterpillar International Finance Designated Activity
Company, 2120 West End Avenue, Nashville, Tennessee 37203-0001, Attention
Caterpillar International Finance Designated Activity Company c/o Treasurer (Facsimile
No. 615-341-8596) with a copy to CFSC at its address and facsimile number or electronic
mail address referenced in Section 8.02 of the Credit Agreement;

(b) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(c) if to the Local Currency Agent, at Citibank Europe plc, UK Branch,
Citigroup Centre, 5th Floor, Canary Wharf, London, United Kingdom, E14 5LB,
Facsimile No. 44 20 7492 3980 with a copy to the Agent at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(d) if to a Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Local Currency Bank became a
party hereto; and

(e) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);
or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties. All notices, demands, requests, consents and other communications
described in this Section 4.03 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails and
(iii) if delivered by electronic mail or any other telecommunications device, when transmitted to
an electronic mail address (or by another means of electronic delivery) as provided in this
Section 4.03; provided, however, that notices and communications to the Local Currency Agent
pursuant to Article II or V hereof or Article II of the Credit Agreement shall not be effective until
received by the Local Currency Agent.

Section 1.02. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

Section 1.03. Sharing of Payments, Etc. If any Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Local Currency Advances made by it (other than pursuant to
Caterpillar: Confidential Green
3
Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable share
of payments on account of the Local Currency Advances obtained by all the Local Currency
Banks, such Local Currency Bank shall forthwith purchase from the other Local Currency Banks
such participations in the Local Currency Advances made by them as shall be necessary to cause
such purchasing Local Currency Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Local Currency Bank, such purchase from each other Local Currency Bank
shall be rescinded and each such other Local Currency Bank shall repay to the purchasing Local
Currency Bank the purchase price to the extent of such recovery together with an amount equal
to such other Local Currency Bank’s ratable share (according to the proportion of (i) the amount
of such other Local Currency Bank’s required repayment to (ii) the total amount so recovered
from the purchasing Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so recovered. CIF agrees that
any Local Currency Bank so purchasing a participation from another Local Currency Bank
pursuant to this Section 4.05 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as fully as if such Local
Currency Bank were the direct creditor of CIF in the amount of such participation.

Section 1.04. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

Section 1.05. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Local Currency Agent

Section 1.01. Appointment; Nature of Relationship. Citibank Europe plc, UK
Branch is appointed by the Local Currency Banks as the Local Currency Agent hereunder and
under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local Currency Bank with
the rights and duties expressly set forth herein and in the Credit Agreement applicable to the
Local Currency Agent. The Local Currency Agent agrees to act as such contractual
representative upon the express conditions contained in this Article V. Notwithstanding the use
of the defined term “Local Currency Agent,” it is expressly understood and agreed that the Local
Currency Agent shall not have any fiduciary responsibilities to any Local Currency Bank or
other Bank by reason of this Addendum and that the Local Currency Agent is merely acting as
the representative of the Local Currency Banks with only those duties as are expressly set forth
in this Addendum and the Credit Agreement. In its capacity as the Local Currency Banks’
contractual representative, the Local Currency Agent (i) does not assume any fiduciary duties to
any of the Banks, (ii) is a “representative” of the Local Currency Banks within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this Addendum and the
Credit Agreement. Each of the Local Currency Banks agrees to assert no claim against the Local
Currency Agent on any agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Bank waives.


Caterpillar: Confidential Green
4
Section 1.02. Powers. The Local Currency Agent shall have and may exercise
such powers under this Addendum and the Credit Agreement as are specifically delegated to the
Local Currency Agent by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Local Currency Agent shall have neither any implied duties or fiduciary
duties to the Local Currency Banks or the Banks, nor any obligation to the Local Currency Banks
or the Banks to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be taken by the
Local Currency Agent.

Section 1.03. General Immunity. Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be liable to any of the Borrowers or
any Bank for any action taken or omitted to be taken by it or them hereunder or under the Credit
Agreement or in connection herewith or therewith except to the extent such action or inaction is
found in a final non-appealable judgment by a court of competent jurisdiction to have arisen
from the gross negligence or willful misconduct of such Person.

Section 1.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

Section 1.05. Action on Instructions of Local Currency Banks. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Local Currency Banks (except with respect to actions that require the consent of all of
the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. The Local Currency Agent shall be fully justified in
failing or refusing to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Local Currency Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing to take any such
action.

Section 1.06. Employment of Agents and Counsel. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Local
Currency Banks, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
The Local Currency Agent shall be entitled to advice of counsel concerning the contractual
arrangement among the Local Currency Agent and the Local Currency Banks, as the case may
be, and all matters pertaining to its duties hereunder and under the Credit Agreement.

Section 1.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]

Section 1.08. Other Transactions. The Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CIF or any of their respective Subsidiaries in which the Local Currency Agent is not
prohibited hereby from engaging with any other Person.

Section 1.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07
of the Credit Agreement for these provisions.]


Caterpillar: Confidential Green
5
Section 1.10. Successor Local Currency Agent. The Local Currency Agent (i)
may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks
and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and
(ii) may be removed at any time with or without cause by the Majority Local Currency Banks.
Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of
the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local
Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as
successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a
successor Local Currency Agent. If no successor Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Local
Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of
the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on
behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent,
which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long
as no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given, time elapse or both, has occurred and is continuing, each such
successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which
approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Local Currency Agent hereunder by a successor Local
Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and
the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder
and under the Credit Agreement. After any retiring Local Currency Agent’s resignation
hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Local Currency Agent hereunder and under the Credit Agreement.




Caterpillar: Confidential Green
6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer




Signature Page to
Local Currency Addendum
(364-Day Facility)
CITIBANK, N.A., as the Agent


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Local Currency Addendum
(364-Day Facility)
CITIBANK EUROPE PLC, UK BRANCH, as the
Local Currency Agent


By /s/ Alasdair Garnham
Name: Alasdair Garnham
Title: Vice President




Signature Page to
Local Currency Addendum
(364-Day Facility)
CITIBANK, N.A., as Local Currency Bank


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
JPMORGAN CHASE BANK, N.A., as Local
Currency Bank


By /s/ Will Price
Name: Will Price
Title: Vice President




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
BANK OF AMERICA, N.A., LONDON
BRANCH, as Local Currency Bank


By /s/ Christopher Coney
Name: Christopher Coney
Title: Vice President




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
BARCLAYS BANK PLC, as Local Currency Bank


By /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
SOCIÉTÉ GÉNÉRALE, as Local Currency Bank


By /s/ Kimberly Metzger
Name: Kimberly Metzger
Title: Director




Signature Page to
Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
BNP PARIBAS LONDON BRANCH, as Local
Currency Bank


By /s/ Ben South
Name: Ben South
Title:




Signature Page to
Local Currency Addendum
(364-Day Facility)
COMMERZBANK AG, NEW YORK BRANCH,
as Local Currency Bank


By /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director



By /s/ Jack Deegan
Name: Jack Deegan
Title: Director




Signature Page to
Local Currency Addendum
(364-Day Facility)
LLOYDS BANK PLC, as Local Currency Bank


By /s/ Martin Mactavish
Name: Martin Mactavish
Title: Associate Director




Signature Page to
Local Currency Addendum
(364-Day Facility)
SCHEDULE I
to Local Currency Addendum

Local Currency Banks

Local Currency Commitments

Total Local Currency Commitment

Applicable Lending Office

Same Day Local
Local Currency Bank Name Local Currency Commitment
Currency Commitment
Citibank, N.A. $19,000,000 $19,000,000
JPMorgan Chase Bank, N.A. $16,500,000 $16,500,000
Bank of America, N.A.,
London Branch $16,000,000 $16,000,000
Barclays Bank PLC $16,000,000 $16,000,000
Société Générale $16,000,000 $16,000,000
BNP Paribas London Branch $5,500,000 $5,500,000
Commerzbank AG, New York
Branch $5,500,000 $5,500,000
Lloyds Bank plc $5,500,000 $5,500,000

Total Same
Day Local
Total Local Currency Currency
Commitment US $100,000,000 Sub-Facility US $100,000,000




Caterpillar: Confidential Green
1
DB1/ 131259742.7
Local Currency Bank Name Applicable Local Currency Lending Office

Citibank, N.A. Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 212-994-0961
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Platina Block 3
Bank of America, N.A., London Branch Bank of America, N.A., London Branch
26 Elmfield Road,
Bromley, Kent, BR1 1LR,
United Kingdom
+44-208-313-2655 / 44 208 695 3389
+44 208 313 2140
Barclays Bank PLC emealoanoperations@baml.com
Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Société Générale Société Générale
29 Boulevard Haussmann
75009 Paris
France
BNP Paribas London Branch BNP Paribas London Branch
10 Harewood Avenue
London NW1 6AA
Attention: Gary Mobley
Tel: +44 (0)20 7595 6422
Attention: Loans and Agency Desk
Tel: +44 (0)20 7595 6887
Commerzbank AG, New York Branch Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Patrick Hartweger
Lloyds Bank plc Lloyds Bank plc
Wholesale Loans Servicing,
Bank House,
Wine Street,
Bristol BS1 2AN




Caterpillar: Confidential Green
2
SCHEDULE II
to Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

2. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

3. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

4. Interest Rates:

Each Local Currency Advance (other than those also constituting RFR Advances)
shall bear interest from and including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest Period at a rate per annum equal
to the sum of the EURIBOR Rate for such Interest Period plus the Applicable Margin as
in effect from time to time during such Interest Period; provided, however, after the
occurrence and during the continuance of an Event of Default or an event that would
constitute an Event of Default but for the requirement that notice be given or time elapse
or both, the provisions of Section 2.07(d) of the Credit Agreement shall be applicable.
Local Currency Advances constituting RFR Advances shall be governed by the
provisions set forth in the Credit Agreement that govern RFR Advances.

5. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.

Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Term Loan Repayment Date: The “Term Loan Repayment Date” under the Credit
Agreement.

Prepayment Notices: CIF shall be permitted to prepay a Local Currency Advance subject
to the provisions of Section 8.04(b) of the Credit Agreement, on any Business Day,
provided, in the case of any prepayment, notice thereof is given to the Local Currency
Agent not later than 10:00 a.m. (London time) at least three (3) Business Days prior to
the date of such prepayment.




1
DB1/ 131259742.7
SCHEDULE III
to Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Local Currency Borrowing shall be given by CIF to the Agent and the
Local Currency Agent not later than 11:00 a.m. (London time) on the third Business Day
prior to the date of the proposed Local Currency Borrowing (or not later than 10:00 a.m.
(London time)) on the Business Day of the proposed Local Currency Borrowing, in the
case of a Local Currency Borrowing consisting of Same Day Local Currency Advances),
and the Agent (or the Local Currency Agent, in the case of a Local Currency Borrowing
consisting of Same Day Local Currency Advances) shall give each Local Currency Bank
prompt notice thereof in accordance with Section 4.03.

(b) Each Notice of Local Currency Borrowing shall be addressed to the Agent and the
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Local Currency Advances are to be made.

2. Funding Arrangements:

Minimum amounts/increments for Local Currency Borrowings, repayments and prepayments:

Same as Credit Agreement.

3. Promissory Notes: None required.




Caterpillar: Confidential Green
2
EXHIBIT 10.3


JAPAN LOCAL CURRENCY ADDENDUM (364-DAY FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to
the Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below),
Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Credit Agreement (2022 364-Day Facility), dated
as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial Services Corporation,
Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki
Kaisha, the financial institutions from time to time party thereto as Banks, Citibank, N.A., as
Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and MUFG Bank, Ltd., as
Japan Local Currency Agent, as the same may be amended, waived, modified or restated from
time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese
Yen, made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this
Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in
Schedule II.

“Japan Local Currency Bank” means each Bank listed on the signature pages of
this Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or
an Assumption and Acceptance.

Section 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

Section 1.03. Japan Local Currency Advances. (a) This Addendum (as the
same may be amended, waived, modified or restated from time to time) is the “Japan Local
Currency Addendum” as defined in the Credit Agreement and is, together with the borrowings
made hereunder, subject in all respects to the terms and provisions of the Credit Agreement
except to the extent that the terms and provisions of the Credit Agreement are modified by or are
inconsistent with this Addendum, in which case this Addendum shall control.

(a) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Japan Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of the
Credit Agreement, without modification, shall govern this Addendum and the Japan Local
Currency Advances made pursuant to this Addendum.

(b) Any special borrowing procedures or funding arrangements for Japan
Local Currency Advances under this Addendum, any provisions for the issuance of promissory
notes to evidence the Japan Local Currency Advances made hereunder and any additional
information requirements applicable to Japan Local Currency Advances under this Addendum
are set forth on Schedule III. If no such special procedures, funding arrangements, provisions or
additional requirements are set forth on Schedule III, then the corresponding procedures, funding
arrangements, provisions and information requirements set forth in the Credit Agreement shall
govern this Addendum.

Section 1.04. Maximum Borrowing Amounts. (a) The Total Japan Local
Currency Commitment, and the Japan Local Currency Commitment for each Japan Local
Currency Bank party to this Addendum as of the date hereof, are set forth on Schedule I.

(a) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, CFKK may from
time to time permanently reduce the Total Japan Local Currency Commitment under this
Addendum in whole, or in part ratably among the Japan Local Currency Banks, in an aggregate
minimum Dollar Amount of $10,000,000, and integral multiples of $1,000,000 in excess thereof;
provided, however, that the amount of the Total Japan Local Currency Commitment may not be
reduced below the aggregate principal amount of the outstanding Japan Local Currency
Advances with respect thereto. Any such reduction shall be allocated pro rata among all the
Japan Local Currency Banks party to this Addendum by reference to their Japan Local Currency
Commitments.

ARTICLE III

Representations and Warranties

Each of CFSC and CFKK makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CFKK represents and warrants to each of the Japan Local Currency Banks party to
this Addendum that no Event of Default, or event which would constitute an Event of Default but
for the requirement that notice be given or time elapse or both, has occurred and is continuing,
and no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, shall arise as a result of the making of
Japan Local Currency Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

Section 1.01. Amendment; Termination. (a) This Addendum (including the
Schedules hereto) may not be amended without the prior written consent of the Majority Japan
Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit
Agreement.

(a) This Addendum may not be terminated without the prior written consent
of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no Japan
Local Currency Advances or any other amounts outstanding hereunder, in which case no such
consent of any Japan Local Currency Bank shall be required; provided, however, that this



2
Addendum shall terminate on the date that the Credit Agreement terminates in accordance with
its terms.

Section 1.01. Assignments. Section 8.07 of the Credit Agreement shall apply
to assignments by Japan Local Currency Banks of obligations, Japan Local Currency
Commitments and Japan Local Currency Advances hereunder; provided, however, that a Japan
Local Currency Bank may not assign any obligations, Japan Local Currency Commitments or
rights hereunder to any Person which is not (or does not simultaneously become) a Bank under
the Credit Agreement.

Section 1.02. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(b) if to CFKK, at Caterpillar Finance Kabushiki Kaisha, SBS Tower 14F,
4-10-1 Yoga, Setagaya-ku, Tokyo 158-0097, Japan, Attention: Managing Director (Facsimile
No. 813-5797-4522), with a copy to CFSC at its address and facsimile number or electronic mail
address referenced in Section 8.02 of the Credit Agreement;

(c) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(d) if to the Japan Local Currency Agent, at MUFG Bank, Ltd., Osaka
Corporate Banking Group, Osaka Corporate Banking Division No. 3, Corporate Banking
Department No. 3, 3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan, Attention:
Mr. Kazuki Takehara (Telecopy No.: 06-6206-9039 / 81-06-6206-9039) (Telephone No.:
06-6206-9036 / 81-06-6206-9036) with a copy to the Agent at its address and facsimile number
or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(e) if to a Japan Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Japan Local Currency Bank became a party
hereto;

(f) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications, Telecopier
No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank, N.A., 388 Greenwich
Street, New York, New York, 10013, Attention: Lisa Stevens Harary (E-Mail Address:
lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties.

All notices, demands, requests, consents and other communications described in this Section
4.03 shall be effective (i) if delivered by hand, including any overnight courier service, upon
personal delivery, (ii) if delivered by mail, when deposited in the mails and (iii) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in this Section 4.03; provided,
however, that notices and communications to the Japan Local Currency Agent pursuant to
Article II or V hereof or Article II of the Credit Agreement shall not be effective until received
by the Japan Local Currency Agent.




3
Section 1.02. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

Section 1.03. Sharing of Payments, Etc. If any Japan Local Currency Bank
shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Japan Local Currency Advances made by it (other than
pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its
ratable share of payments on account of the Japan Local Currency Advances obtained by all the
Japan Local Currency Banks, such Japan Local Currency Bank shall forthwith purchase from the
other Japan Local Currency Banks such participations in the Japan Local Currency Advances
made by them as shall be necessary to cause such purchasing Japan Local Currency Bank to
share the excess payment ratably with each of them, provided, however, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Japan Local Currency
Bank, such purchase from each other Japan Local Currency Bank shall be rescinded and each
such other Japan Local Currency Bank shall repay to the purchasing Japan Local Currency Bank
the purchase price to the extent of such recovery together with an amount equal to such other
Japan Local Currency Bank’s ratable share (according to the proportion of (i) the amount of such
other Japan Local Currency Bank’s required repayment to (ii) the total amount so recovered from
the purchasing Japan Local Currency Bank) of any interest or other amount paid or payable by
the purchasing Japan Local Currency Bank in respect of the total amount so recovered. CFKK
agrees that any Japan Local Currency Bank so purchasing a participation from another Japan
Local Currency Bank pursuant to this Section 4.05 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Japan Local Currency Bank were the direct creditor of CFKK in the amount of
such participation.

Section 1.04. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

Section 1.05. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Japan Local Currency Agent

Section 1.01. Appointment; Nature of Relationship. MUFG Bank, Ltd. is
appointed by the Japan Local Currency Banks as the Japan Local Currency Agent hereunder and
under the Credit Agreement, and each of the Japan Local Currency Banks irrevocably authorizes
the Japan Local Currency Agent to act as the contractual representative of such Japan Local
Currency Bank with the rights and duties expressly set forth herein and in the Credit Agreement
applicable to the Japan Local Currency Agent. The Japan Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article V.
Notwithstanding the use of the defined term “Japan Local Currency Agent,” it is expressly
understood and agreed that the Japan Local Currency Agent shall not have any fiduciary
responsibilities to any Japan Local Currency Bank or other Bank by reason of this Addendum
and that the Japan Local Currency Agent is merely acting as the representative of the Japan


4
Local Currency Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Japan Local Currency Banks’ contractual representative,
the Japan Local Currency Agent (i) does not assume any fiduciary duties to any of the Banks, (ii)
is a “representative” of the Japan Local Currency Banks within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Addendum and the Credit
Agreement. Each of the Japan Local Currency Banks agrees to assert no claim against the Japan
Local Currency Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Bank waives.

Section 1.02. Powers. The Japan Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are specifically
delegated to the Japan Local Currency Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Japan Local Currency Agent shall have neither
any implied duties or fiduciary duties to the Japan Local Currency Banks or the Banks, nor any
obligation to the Japan Local Currency Banks or the Banks to take any action hereunder or under
the Credit Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Japan Local Currency Agent.

Section 1.03. General Immunity. Neither the Japan Local Currency Agent nor
any of its respective directors, officers, agents or employees shall be liable to any of the
Borrowers or any Bank for any action taken or omitted to be taken by it or them hereunder or
under the Credit Agreement or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

Section 1.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

Section 1.05. Action on Instructions of Japan Local Currency Banks. The
Japan Local Currency Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and under the Credit Agreement in accordance with written instructions signed
by Majority Japan Local Currency Banks (except with respect to actions that require the consent
of all of the Banks as provided in the Credit Agreement, including, without limitation, Section
8.01 thereof), and such instructions and any action taken or failure to act pursuant thereto shall
be binding on all of the Japan Local Currency Banks. The Japan Local Currency Agent shall be
fully justified in failing or refusing to take any action hereunder and under the Credit Agreement
unless it shall first be indemnified to its satisfaction by the Japan Local Currency Banks pro rata
against any and all liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

Section 1.06. Employment of Agents and Counsel. The Japan Local Currency
Agent may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Japan
Local Currency Banks, except as to money or securities received by it or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Japan Local Currency Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Japan Local Currency Agent and the Japan
Local Currency Banks, as the case may be, and all matters pertaining to its duties hereunder and
under the Credit Agreement.

Section 1.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]


5
Section 1.08. Other Transactions. The Japan Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CFKK or any of their respective Subsidiaries in which the Japan Local Currency Agent is
not prohibited hereby from engaging with any other Person.

Section 1.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07
of the Credit Agreement for these provisions.]

Section 1.10. Successor Japan Local Currency Agent. The Japan Local
Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the
Japan Local Currency Banks and the Borrowers, and may appoint one of its Affiliates as
successor Japan Local Currency Agent and (ii) may be removed at any time with or without
cause by the Majority Japan Local Currency Banks. Upon any such resignation or removal, the
Majority Japan Local Currency Banks, with the consent of the Agent, shall have the right to
appoint (unless, in the case of the resignation of the Japan Local Currency Agent, the resigning
Japan Local Currency Agent has appointed one of its Affiliates as successor Japan Local
Currency Agent), on behalf of the Borrowers and the Japan Local Currency Banks, a successor
Japan Local Currency Agent. If no successor Japan Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Japan
Local Currency Agent’s giving notice of resignation or the Majority Japan Local Currency
Banks’ removal of the retiring Japan Local Currency Agent, then the retiring Japan Local
Currency Agent may appoint, on behalf of the Borrowers and the Japan Local Currency Banks, a
successor Japan Local Currency Agent, which need not be one of its Affiliates. Notwithstanding
anything herein to the contrary, so long as no Event of Default, or event which would constitute
an Event of Default but for the requirement that notice be given, time elapse or both, has
occurred and is continuing, each such successor Japan Local Currency Agent shall be subject to
written approval by CFSC and CFKK, which approval shall not be unreasonably withheld. Such
successor Japan Local Currency Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Japan Local
Currency Agent hereunder by a successor Japan Local Currency Agent, such successor Japan
Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Japan Local Currency Agent, and the retiring Japan Local
Currency Agent shall be discharged from its duties and obligations hereunder and under the
Credit Agreement. After any retiring Japan Local Currency Agent’s resignation hereunder as
Japan Local Currency Agent, the provisions of this Article V shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Japan Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
CITIBANK, N.A., as the Agent



By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Agent



By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Bank



By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(364-Day Facility)
DB1/ 131259742.7
SCHEDULE I
to Japan Local Currency Addendum


Japan Local Currency Banks

Japan Local Currency Commitments

Total Japan Local Currency Commitment

Applicable Lending Office

Japan Local Currency Bank Name Japan Local Currency Commitment
MUFG Bank, Ltd. US $100,000,000


Total Japan Local
Currency Commitment: US $100,000,000


Japan Local Currency Bank Name Applicable Japan Local Currency Lending Office


MUFG Bank, Ltd. MUFG Bank, Ltd.,
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3
Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka
541-8530, Japan
Attention: Mr. Kazuki Takehara
(Telephone No.: 06-6206-9036 / 81-06-6206-9036)
(Facsimile No.: 06-6206-9039 / 81-06-6206-9039)




1
DB1/ 131259742.7
SCHEDULE II
to Japan Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

2. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

3. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

4. Interest Rates:

Each Japan Local Currency Advance that is a TONAR Advance shall bear interest
at a rate per annum equal to the sum of (i) TONAR for such Japan Local Currency
Advance plus (ii) the Applicable Margin as in effect from time to time during such
Interest Period; provided, however, after the occurrence and during the continuance of an
Event of Default or an event that would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, the provisions of Section 2.07(d)
of the Credit Agreement shall be applicable. Each Japan Local Currency Advance that is
a Japan Base Rate Advance shall bear interest during any Interest Period at a per annum
rate equal to the sum of (i) the Japan Base Rate plus (ii) the Applicable Margin in effect
from time to time during such Interest Period. The terms of Section 2.07 and the other
provisions of the Credit Agreement shall otherwise govern the accrual and payment of
interest on Japan Local Currency Advances.

5. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.
Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Term Loan Repayment Date: The “Term Loan Repayment Date” under the Credit
Agreement.

Prepayment Notices: CFKK shall be permitted to prepay a Japan Local Currency
Advance subject to the provisions of Section 8.04(b) of the Credit Agreement, on any
Business Day, provided, in the case of any prepayment, notice thereof is given to the
Japan Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo
time) at least three (3) Business Days prior to the date of such prepayment.




1
DB1/ 131259742.7
SCHEDULE III
to Japan Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Japan Local Currency Borrowing shall be given by CFKK to the Japan
Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo time)
on the third Business Day prior to the date of the proposed Japan Local Currency
Borrowing (or not later than 10:00 a.m. (Tokyo time) on the Business Day of the
proposed Japan Local Currency Borrowing if such proposed Japan Local Currency
Borrowing is requested on a same-day basis), and the Japan Local Currency Agent shall
give each Japan Local Currency Bank prompt notice thereof in accordance with Section
4.03.

(b) Each Notice of Japan Local Currency Borrowing shall be addressed to the Japan
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Japan Local Currency Advances are to be made.

2. Funding Arrangements:

Minimum amounts/increments for Japan Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

3. Promissory Notes: None required.




1
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(Three-Year Facility)

Dated as of September 1, 2022

among

CATERPILLAR INC.,

CATERPILLAR FINANCIAL SERVICES CORPORATION,

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY,

and

CATERPILLAR FINANCE KABUSHIKI KAISHA,

as Borrowers

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Banks

CITIBANK, N.A.,

as Agent,

CITIBANK EUROPE PLC, UK BRANCH,

as Local Currency Agent

MUFG BANK, LTD.,

as Japan Local Currency Agent

CITIBANK, N.A., BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC, MUFG BANK, LTD., and SOCIÉTÉ GÉNÉRALE

as Joint Lead Arrangers
and Joint Bookrunners
TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ............................................ 1
SECTION 1.01. Certain Defined Terms ....................................................................... 1
SECTION 1.02. Computation of Time Periods ............................................................. 29
SECTION 1.03. Accounting Terms .............................................................................. 29
SECTION 1.04. Rates ................................................................................................... 29
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES ....................................... 30
SECTION 2.01. The Revolving Credit Advances; Allocation of Commitments .......... 30
SECTION 2.02. Making the Revolving Credit Advances............................................. 31
SECTION 2.03. [Reserved] ........................................................................................... 34
SECTION 2.04. Fees ..................................................................................................... 39
SECTION 2.05. Reduction of the Commitments; Bank Additions ............................... 39
SECTION 2.06. Repayment of Advances ..................................................................... 42
SECTION 2.07. Interest on Advances........................................................................... 42
SECTION 2.08. Interest Rate Determination ................................................................ 43
SECTION 2.09. Prepayments of Advances................................................................... 43
SECTION 2.10. Increased Costs; Capital Adequacy; Illegality .................................... 44
SECTION 2.11. Payments and Computations............................................................... 47
SECTION 2.12. Taxes ................................................................................................... 48
SECTION 2.13. Sharing of Payments, Etc .................................................................... 50
SECTION 2.14. Tax Forms ........................................................................................... 50
SECTION 2.15. Market Disruption; Denomination of Amounts in Dollars ................. 51
SECTION 2.16. Extensions of the Commitments ......................................................... 54
SECTION 2.17. Defaulting Banks ................................................................................ 55
SECTION 2.18. Funding Vehicle.................................................................................. 56
ARTICLE III CONDITIONS OF LENDING ....................................................................... 57
SECTION 3.01. Conditions Precedent to Initial Advances........................................... 57
SECTION 3.02. Conditions Precedent to Each Borrowing........................................... 58
SECTION 3.03. Conditions Precedent to Certain Borrowings ..................................... 58
ARTICLE IV REPRESENTATIONS AND WARRANTIES .............................................. 59
SECTION 4.01. Representations and Warranties of the Borrowers ............................. 59
SECTION 4.02. Additional Representations and Warranties of CFSC, CIF and
CFKK ...................................................................................................................................... 62
ARTICLE V COVENANTS OF THE BORROWERS ....................................................... 62
SECTION 5.01. Affirmative Covenants........................................................................ 62
SECTION 5.02. Negative Covenants ............................................................................ 66
SECTION 5.03. Financial Covenant of Caterpillar ....................................................... 66
SECTION 5.04. Financial and Other Covenants of CFSC............................................ 66
ARTICLE VI EVENTS OF DEFAULT ................................................................................ 67
-i-
TABLE OF CONTENTS
(continued)
Page


SECTION 6.01. Events of Default ................................................................................ 67
ARTICLE VII AGENCY ........................................................................................................ 71
SECTION 7.01. Appointment and Authority ................................................................ 71
SECTION 7.02. Agent Individually .............................................................................. 71
SECTION 7.03. Duties of Agent; Exculpatory Provisions ........................................... 72
SECTION 7.04. Reliance by Agent............................................................................... 73
SECTION 7.05. Delegation of Duties ........................................................................... 74
SECTION 7.06. Resignation or Removal of Agent ...................................................... 74
SECTION 7.07. Non-Reliance on Agents and Other Banks ......................................... 75
SECTION 7.08. No Other Duties, etc ........................................................................... 76
SECTION 7.09. Indemnification ................................................................................... 76
SECTION 7.10. Bank ERISA Matters .......................................................................... 77
SECTION 7.11. Erroneous Payments ........................................................................... 78
ARTICLE VIII MISCELLANEOUS ........................................................................... 81
SECTION 8.01. Amendments, Etc ................................................................................ 81
SECTION 8.02. Notices; Communications, Etc ........................................................... 82
SECTION 8.03. No Waiver; Remedies ......................................................................... 85
SECTION 8.04. Costs, Expenses and Taxes ................................................................. 85
SECTION 8.05. Right of Set-off ................................................................................... 87
SECTION 8.06. Binding Effect ..................................................................................... 88
SECTION 8.07. Assignments and Participations .......................................................... 88
SECTION 8.08. Governing Law; Submission to Jurisdiction; Service of Process ....... 90
SECTION 8.09. Caterpillar as Agent for the Borrowers ............................................... 91
SECTION 8.10. Judgment Currency ............................................................................. 91
SECTION 8.11. Execution in Counterparts .................................................................. 92
SECTION 8.12. Waiver of Jury Trial............................................................................ 92
SECTION 8.13. USA Patriot Act Notification.............................................................. 93
SECTION 8.14. Confidentiality .................................................................................... 93
SECTION 8.15. Treatment of Information ................................................................... 94
SECTION 8.16. Amendment and Restatement; Departing Bank.................................. 96
SECTION 8.17. No Fiduciary Duty .............................................................................. 96
SECTION 8.18. Arrangers ............................................................................................ 97
SECTION 8.19. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions .............................................................................................................................. 97
ARTICLE IX CFSC GUARANTY ....................................................................................... 98
SECTION 9.01. The Guaranty ...................................................................................... 98
SECTION 9.02. Guaranty Unconditional...................................................................... 98


-ii-
TABLE OF CONTENTS
(continued)
Page


SECTION 9.03. Discharge Only Upon Payment In Full; Reinstatement in Certain
Circumstances ......................................................................................................................... 99
SECTION 9.04. Waiver by CFSC ................................................................................. 99
SECTION 9.05. Subrogation ......................................................................................... 99
SECTION 9.06. Stay of Acceleration ........................................................................... 99




-iii-
SCHEDULES

Schedule I Commitments

Schedule II Commitment Fee and Applicable Margin Table

EXHIBITS

Exhibit A Form of Note

Exhibit B-1 Form of Notice of Revolving Credit Borrowing

Exhibit B-2 Form of Notice of Local Currency Borrowing

Exhibit B-3 Form of Notice of Japan Local Currency Borrowing

Exhibit B-4 Form of Notice of Allocation

Exhibit B-5 Form of Notice of Bank Addition

Exhibit C-1 Form of Assignment and Acceptance

Exhibit C-2 Form of Assumption and Acceptance

Exhibit D Form of Opinion of Counsel for each of Caterpillar and CFSC

Exhibit E [Reserved]

Exhibit F-1 Form of Compliance Certificate (Caterpillar)

Exhibit F-2 Form of Compliance Certificate (CFSC)

Exhibit G-1 Form of Local Currency Addendum

Exhibit G-2 Form of Japan Local Currency Addendum




-iv-
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(Three-Year Facility)

Dated as of September 1, 2022

Caterpillar Inc., a Delaware corporation (“Caterpillar”), Caterpillar Financial Services
Corporation, a Delaware corporation (“CFSC”), Caterpillar International Finance Designated
Activity Company, a designated activity company organized under the laws of Ireland (“CIF”),
Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of Japan (“CFKK”),
the financial institutions listed on the signature pages hereof and those financial institutions that
become “Added Banks” pursuant to Section 2.05(c), in each case together with their respective
successors and assigns (the “Banks”), Citibank, N.A. (“Citibank”), as agent (the “Agent”) for the
Banks hereunder, Citibank Europe plc, UK Branch (formerly known as Citibank International
Limited), as the Local Currency Agent, and MUFG Bank, Ltd., as the Japan Local Currency
Agent, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

“Accumulated Other Comprehensive Income” means (i) with respect to Caterpillar, on
any date of determination, the accumulated other comprehensive income(loss) balance as
presented in Caterpillar’s financial statements compiled in accordance with generally accepted
accounting principles, and (ii) with respect to CFSC, on any date of determination, the aggregate
amount, as such amount appears in CFSC’s financial statements, compiled in accordance with
generally accepted accounting principles, of (x) CFSC’s translation adjustments related to its
foreign currency transactions, (y) adjustments to the market value of CFSC’s derivative
instruments and (z) adjustments to the market value of CFSC’s retained interests in securitized
receivables.

“Activities” has the meaning specified in Section 7.02(b).

“Added Bank” means any Bank which becomes a Bank hereunder, or whose
Commitment is increased (to the extent of such increase), pursuant to an Assumption and
Acceptance as provided in Section 2.05(c).

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal
to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided, that if
Adjusted Term SOFR as so determined shall ever be less than the Floor, Adjusted Term SOFR
shall be deemed to be the Floor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Agent.

“Advance” means a Revolving Credit Advance, a Local Currency Advance or a Japan
Local Currency Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

“Agent’s Group” has the meaning specified in Section 7.02(b).

“Agreed Currencies” means (i) Dollars, (ii) so long as such currency remains an Eligible
Currency, Pounds Sterling and Euro, and (iii) any other Eligible Currency which the Borrowers
request the Agent to include as an Agreed Currency hereunder and which is acceptable to each
Bank with a Revolving Credit Commitment; provided, that the Agent shall promptly notify each
Bank of each such request and each such Bank shall be deemed not to have agreed to each such
request unless its written consent thereto has been received by the Agent within five (5) Business
Days from the date of such notification by the Agent to such Bank.

“Agreement” means this Third Amended and Restated Credit Agreement (Three-Year
Facility) as it may from time to time be further amended, restated, supplemented or otherwise
modified from time to time.

“Allocated Commitment” has the meaning specified in Section 2.01(b).

“Allocation” has the meaning specified in Section 2.01(b).

“Allocation Percentage” means, with respect to Caterpillar or CFSC at any time, such
Borrower’s Allocation at such time divided by the Total Commitment at such time.

“Alternative Financial Information Service” means, with respect to an Agreed Currency,
a generally recognized financial information service (if any) selected by the Agent in
consultation with the Borrowers that reports interest settlement rates for deposits in such Agreed
Currency.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977
and all applicable laws, rules, and regulations of any applicable jurisdiction concerning or
relating to bribery, corruption or money laundering.

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic
Lending Office in the case of a Base Rate Advance or a Term SOFR Advance, such Bank’s Euro
Lending Office in the case of a EURIBOR Rate Advance, such Bank’s RFR Lending Office in
the case of an RFR Advance, such Bank’s (or its Affiliate’s) office, branch or agency, as
specified by such Bank in the Local Currency Addendum, in the case of a Local Currency
Advance, and such Bank’s (or its Affiliate’s) office, branch or agency, as specified by such Bank
in the Japan Local Currency Addendum, in the case of a Japan Local Currency Advance.

“Applicable Margin” means, from time to time, with respect to any Advance, the
percentages per annum set forth in Schedule II hereto based upon the then applicable Credit
Rating for the applicable Borrower and its corresponding Advance; provided that (a) if the
respective Credit Ratings for a Borrower issued by S&P and Moody’s differ by one level, then
the pricing Level for the higher of such Credit Ratings shall apply; (b) if there is a split in Credit
Ratings of more than one level, then the pricing Level that is one level lower than the pricing
Level of the higher Credit Rating shall apply; (c) if a Borrower has only one Credit Rating, the
pricing Level for such Credit Rating shall apply; and (d) if a Borrower does not have any Credit
Rating, pricing Level V shall apply. Each change in the Applicable Margin resulting from a
publicly announced change in the Credit Ratings shall be effective during the period
commencing on the date of the public announcement thereof and ending on the date immediately



2
preceding the effective date of the next such change. Credit spread adjustments, if any, in
respect of interest rate determinations appear in the definitions for such interest rates.

“Approved Electronic Communications” means each Communication that any Borrower
is obligated to, or otherwise chooses to, provide to the Agent pursuant to this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum or the transactions
contemplated herein or therein, including any financial statement, financial and other report,
notice, request, certificate and other information material; provided, however, that, solely with
respect to delivery of any such Communication by any Borrower to the Agent and without
limiting or otherwise affecting either the Agent’s right to effect delivery of such Communication
by posting such Communication to the Approved Electronic Platform or the protections afforded
hereby to the Agent in connection with any such posting, “Approved Electronic Communication”
shall exclude (i) any notice that relates to a request for an extension of credit (including any
election of an interest rate or Interest Period relating thereto), (ii) any notice of Conversion,
Redenomination or continuation, and any other notice, demand, communication, information,
document and other material relating to a request for a new, or a Conversion, Redenomination or
continuation of an existing, Advance, (iii) any notice pursuant to Section 2.09 and any other
notice relating to the payment of any principal or other amount due under this Agreement prior to
the scheduled date therefor, (iv) all notices of any Event of Default or unmatured Event of
Default, (v) any notice, demand, communication, information, document and other material
required to be delivered to satisfy any of the conditions set forth in Article III or any other
condition to any Advance or other extension of credit hereunder or any condition precedent to
the effectiveness of this Agreement and (vi) service of process.

“Approved Electronic Platform” has the meaning specified in Section 8.02(d).

“Arranger Fee Letter” means the Arranger Fee Letter, dated July 20, 2022, among the
Borrowers, Citibank, Barclays Bank PLC, MUFG Bank, Ltd., and Société Générale.

“Arrangers” means Citibank, BofA Securities, Inc., JPMorgan, Barclays Bank PLC,
MUFG Bank, Ltd., and Société Générale.

“Assignment and Acceptance” means an assignment and acceptance entered into by an
assigning Bank and an assignee, and accepted by the Agent, in accordance with Section 8.07 and
in substantially the form of Exhibit C-1 hereto.
“Assumption and Acceptance” means an assumption and acceptance executed by an
Added Bank and the Borrowers, and accepted by the Agent, in accordance with Section 2.05(c)
and in substantially the form of Exhibit C-2 hereto.

“Available Revolving Credit Commitment” means, as to any Bank at any time, such
Bank’s Revolving Credit Commitment at such time minus the sum of the aggregate Dollar
Amount of such Bank’s outstanding Revolving Credit Advances and, if such Bank is a Local
Currency Bank, its Non-Same Day Local Currency Advances.

“Available Tenor” means, as of any date of determination and with respect to any then-
current Benchmark for any Agreed Currency, as applicable, (x) if any then-current Benchmark is
a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for
determining the length of an Interest Period or (y) otherwise, any payment period for interest
calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of
such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution.


3
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the
European Union, the implementing law, regulation, rule or requirement for such EEA Member
Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with
respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended
from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).

“Bank” has the meaning specified in the introductory paragraph hereof. To the extent
applicable, any reference to a Bank or the Banks includes a reference to a Local Currency Bank,
the Local Currency Banks, a Japan Local Currency Bank or the Japan Local Currency Banks,
and, to the extent applicable, any reference to a Bank includes a reference to its Affiliate, branch
or agency which is a Local Currency Bank or a Japan Local Currency Bank.

“Bank Addition” has the meaning specified in Section 2.05(c).

“Bank Appointment Period” has the meaning specified in Section 7.06.

“Bank Insolvency Event” means, with respect to any Bank, that (i) such Bank or its
Parent Company has been adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Bank or its Parent Company or its assets to be, insolvent, or is
generally unable to pay its debts as they become due, or admits in writing its inability to pay its
debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii)
other than pursuant to an Undisclosed Administration that is not expected to impair or delay a
Bank’s ability to satisfy its funding obligations hereunder, such Bank or its Parent Company is
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a
receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such
Bank or its Parent Company, or such Bank or its Parent Company has taken any action in
furtherance of or indicating its consent to or acquiescence in any such proceeding or
appointment.

“Bank of America” means Bank of America, N.A.

“Base Rate” means, for any date during any Interest Period or any other period, a
fluctuating interest rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the highest of:

(a) the rate of interest announced publicly by Citibank in New York, New
York, and in effect on such date, as Citibank’s base rate; and

(b) 1/2 of one percent above the Federal Funds Rate as in effect on such date;
and

(c) as long as none of the conditions described in Section 2.10(c) or (d) or
Section 2.15(c) shall exist, Term SOFR for a Borrowing in Dollars on such date for a
one-month Interest Period (or if such date is not a Business Day, on the preceding
Business Day) plus 1%.

If the Base Rate is being used as an alternative rate of interest pursuant to Section 2.15(c),
then the Base Rate shall be the greater of clause (a) and (b) above and shall be determined
without reference to clause (c) above. For the avoidance of doubt, if the Base Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.


4
“Base Rate Advance” means an Advance in Dollars which bears interest as provided in
Section 2.07(a).

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition
of “Term SOFR”.

“Benchmark” means, initially, (i) with respect to amounts denominated in Dollars, the
Term SOFR Reference Rate, (ii) with respect to amounts denominated in Pounds Sterling,
SONIA, (iii) with respect to amounts denominated in Japanese Yen, TONAR, and (iv) with
respect to any amounts denominated in Euro, the EURIBOR Base Rate; provided that if a
replacement of an initial or subsequent Benchmark has occurred pursuant to Section 2.15(c), then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall
include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

(1) For purposes of Section 2.15(c) in respect of Dollars, the sum of: (i) Daily Simple
SOFR and (ii) 0.10% per annum; and

(1) For purposes of Section 2.15(c) in respect of Agreed Currencies (including
Dollars if Daily Simple SOFR is unavailable), the sum of (a) the alternate benchmark rate and (b)
an adjustment (which may be a positive or negative value or zero), in each case, that has been
selected by the Agent and the Borrowers as the replacement for such Available Tenor of such
Benchmark giving due consideration to any evolving or then-prevailing market convention,
including any applicable recommendations made by the Relevant Governmental Body, for
syndicated credit facilities at such time denominated in the applicable Agreed Currency in the
U.S. syndicated loan market;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above
would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the
purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” means, with respect to Adjusted Term
SOFR or any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate,” the definition of “Business Day,” the
definition of “Interest Period,” the definition of “SONIA”, the definition of “TONAR”, the
definition of “Adjusted Term SOFR”, the definition of “U.S. Government Securities Business
Day”, timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, the length of lookback
periods, the applicability of breakage provisions, the formula for calculating any successor rates
identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or
convention for applying the successor Floor to the successor Benchmark Replacement and other
technical, administrative or operational matters) that the Agent in its reasonable discretion
decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Agent in a manner substantially
consistent with market practice (or, if the Agent in its reasonable discretion decides that adoption
of any portion of such market practice is not administratively feasible or if the Agent in its
reasonable discretion determines that no market practice for the administration of such
Benchmark Replacement exists, in such other manner of administration as the Agent decides is
reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).




5
“Benchmark Replacement Date” means the earliest to occur of the following events with
respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information
referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases
to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition
Event,” the first date on which all Available Tenors of such Benchmark (or the published
component used in the calculation thereof) have been determined and announced by the
regulatory supervisor for the administrator of such Benchmark (or such component
thereof) to be non-representative; provided that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such
clause (c) and even if any Available Tenor of such Benchmark (or such component
thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of
the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following
events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or
indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);

(c) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the Board of Governors of the Federal Reserve System, the
Federal Reserve Bank of New York, the central bank for the Agreed Currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for such Benchmark (or such component) or a court or an entity with
similar insolvency or resolution authority over the administrator for such Benchmark (or
such component), which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or

(d) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
component thereof) are not, or as of a specified future date will not be, representative.




6
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred
with respect to any Benchmark if a public statement or publication of information set forth above
has occurred with respect to each then-current Available Tenor of such Benchmark (or the
published component used in the calculation thereof).

“Beneficial Ownership Certification” means a certification regarding beneficial
ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Board of Directors” means either the board of directors of a Borrower or any duly
authorized committee of that board.

“Borrower” means each of Caterpillar, CFSC, CIF and CFKK, and “Borrowers” means
all of the foregoing.

“Borrower Agent” has the meaning specified in Section 8.09.

“Borrowing” means a Revolving Credit Borrowing, a Local Currency Borrowing, or a
Japan Local Currency Borrowing.

“Business Day” means a day of the year (i) on which banks are not required or authorized
to close in New York City, New York or Chicago, Illinois, (ii) if the applicable Business Day
relates to any EURIBOR Rate Advance, a day on which dealings are carried on in the London
interbank market and on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is operating or, as the case may be, on which banks and
foreign exchange markets are open for business in the principal financial center for the Agreed
Currency concerned, (iii) if the applicable Business Day relates to any RFR Advance, an RFR
Business Day, (iv) if the applicable Business Day relates to a Japan Local Currency Advance, on
which banks are generally open in Tokyo for the conduct of substantially all of their commercial
lending activities and on which dealings in Japanese Yen are carried on in the Tokyo interbank
market, (v) if the applicable Business Day relates to SOFR, a U.S. Government Securities
Business Day, and (vi) if the applicable Business Day relates to an Advance denominated in an
Agreed Currency not described in the foregoing clauses, such other day as may be designated by
the Agent in its reasonable discretion and consistent with market convention for such Agreed
Currency.
“Capitalization” means, as at any date, the sum of (i) Caterpillar Consolidated Debt at
such date, plus (ii) stockholders’ equity (including preferred stock) of Caterpillar at such date.

“Caterpillar Consolidated Debt” means, as at any date, the aggregate Debt of Caterpillar
and its Subsidiaries (other than CFSC) at such date.

“Caterpillar Purchase Claims” means the outstanding liens on or claims against or in
respect of any of the accounts receivable of Caterpillar or any of its Subsidiaries (excluding
CFSC and CFSC’s Subsidiaries) arising out of the sale or securitization by Caterpillar or any of
its Subsidiaries (excluding CFSC and CFSC’s Subsidiaries) of such accounts receivable.

“CFKK Event of Default” means an Event of Default with respect to CFKK.

“CFSC Consolidated Debt” means, for any period of determination, the aggregate Debt
of CFSC and its Subsidiaries determined on a consolidated basis for such period. The
calculation of CFSC Consolidated Debt shall exclude any non-recourse secured borrowings
related to the securitization of accounts receivable which have been legally sold to a bankruptcy


7
remote special purpose vehicle. For purposes of this definition, retained interest in a
securitization is not considered “recourse”.

“CFSC Event of Default” means an Event of Default with respect to CFSC.

“CFSC Guaranty” means the guaranty by CFSC of the obligations of (a) CIF under this
Agreement and the Local Currency Addendum and (b) CFKK under this Agreement and the
Japan Local Currency Addendum, which guaranty is contained in Article IX.

“CFSC Purchase Claims” means the outstanding liens on or claims against or in respect
of any of the accounts receivable of CFSC or any of its Subsidiaries arising out of the sale or
securitization by CFSC or any such Subsidiaries of such accounts receivable.

“Change of Control” means (a) with respect to CFSC, that Caterpillar shall cease to own
free and clear of all liens, claims, security interests or other encumbrances, 100% of the
outstanding shares of voting stock of CFSC on a fully diluted basis, (b) with respect to CIF, that
CFSC shall cease to own, free and clear of all liens, claims, security interests or other
encumbrances, directly or indirectly through a wholly-owned Subsidiary of CFSC, 100% of the
outstanding shares of voting stock of CIF on a fully diluted basis and (c) with respect to CFKK,
that either (i) CFSC and Caterpillar, in the aggregate, shall cease to own, free and clear of all
liens, claims, security interests or other encumbrances, directly or indirectly through one or more
Subsidiaries of CFSC or Caterpillar, 90% or more of the outstanding shares of voting of stock of
CFKK on a fully diluted basis or (ii) CFSC shall cease to own, free and clear of all liens, claims,
security interests or other encumbrances, directly or indirectly through one or more of its
Subsidiaries, 80% or more of the outstanding shares of voting stock of CFKK on a fully diluted
basis.

“CIF Event of Default” means an Event of Default with respect to CIF.

“Closing Date” means September 1, 2022.

“Co-Syndication Agents” means Bank of America and JPMorgan.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and
any successor statute.
“Commitment” means, for each Bank, the obligation of such Bank to make (a) Revolving
Credit Advances, (b) if it is a Local Currency Bank, Local Currency Advances and (c) if it is a
Japan Local Currency Bank, Japan Local Currency Advances, in an aggregate amount not to
exceed the amount set forth opposite such Bank’s name under the “Commitment” heading on
Schedule I hereto, or on the signature page of the Assignment and Acceptance or Assumption
and Acceptance by which it became a Bank hereunder, as such amount may be increased or
reduced pursuant to the terms of this Agreement.

“Commitment Fee” has the meaning specified in Section 2.04(a).

“Commitment Fee Rate” has the meaning specified in Section 2.04(a).

“Communications” means each notice, demand, communication, information, document
and other material provided for hereunder or under the Local Currency Addendum or the Japan
Local Currency Addendum or otherwise transmitted between the parties hereto relating to this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum, any
Borrower or its Affiliates, or the transactions contemplated by this Agreement, the Local



8
Currency Addendum or the Japan Local Currency Addendum, including, without limitation, all
Approved Electronic Communications.

“Consolidated Net Tangible Assets” means as of any particular time, for any Borrower,
the aggregate amount of assets after deducting therefrom (a) all current liabilities, (b) any current
liability which has been reclassified as a long term liability because such liability by its terms is
extendable or renewable at the option of the obligor thereon to a time more than 12 months after
the time as of which the amount thereof is being computed, and (c) all goodwill, excess of cost
over assets acquired, patents, copyrights, trademarks, trade names, unamortized debt discount
and expense and other like intangibles, all as shown in the most recent consolidated financial
statements of such Borrower and its Subsidiaries prepared in accordance with generally accepted
accounting principles.

“Consolidated Net Worth” means as at any date, (i) for Caterpillar, the consolidated
stockholders’ equity (including preferred stock but excluding “Pension and other post-retirement
benefits” that are reflected in “Accumulated Other Comprehensive Income (loss)”) of Caterpillar
at such date, and (ii) for CFSC, the stockholders’ equity (including preferred stock but excluding
“Accumulated Other Comprehensive Income” and non-controlling interests as defined in
accordance with generally accepted accounting principles) of CFSC on such date.

“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.

“Convert”, “Conversion”, and “Converted” each refer to a conversion of Advances of one
Type into Advances of another Type pursuant to Section 2.10 or 2.15(a).

“Credit Rating” means, at any time, with respect to Caterpillar or CFSC, the credit rating
on such Borrower’s long-term senior unsecured debt then most recently publicly announced by
either Moody’s or S&P, and “Credit Ratings” means with respect to each such Borrower, such
credit ratings from both Moody’s and S&P. In the case of each of CFKK and CIF, “Credit
Rating” and “Credit Ratings” mean, at any time, the Credit Rating and Credit Ratings of CFSC at
such time, as determined pursuant to the preceding sentence.

“Current Termination Date” means, with respect to any Bank at any time, August 29,
2025 or such later date to which the “Current Termination Date” shall then have been extended
with the consent of such Bank pursuant to Section 2.16.

“Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum equal to,
for any Obligation, interest, fees, commissions or other amounts denominated in, or calculated
with respect to, (a) Pounds Sterling, the greater of (i) SONIA for the day (such day “i”) that is
five RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR
Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day
immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the
SONIA Administrator on the SONIA Administrator’s Website, and (ii) the Floor, and (b)
Japanese Yen, the greater of (i) TONAR for the day (such day “i”) that is five RFR Business
Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if
such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding
such RFR Rate Day, in each case, as such TONAR is published by the TONAR Administrator on
the TONAR Administrator’s Website, and (ii) the Floor. If by 5:00 pm (local time for the
applicable RFR) on the second (2nd) RFR Business Day immediately following any day “i”, the
RFR in respect of such day “i” has not been published on the applicable RFR Administrator’s
Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR


9
has not occurred, then the RFR for such day “i” will be the RFR as published in respect of the
first preceding RFR Business Day for which such RFR was published on the RFR
Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be
utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive
RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable RFR shall
be effective from and including the effective date of such change in the RFR without notice to
the Borrowers. No credit spread adjustment shall be added to any determination of the Daily
Simple RFR in respect of SONIA or TONAR.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal
to SOFR for the day (such day “i”) that is 5 U.S. Government Securities Business Days prior to
(i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day
or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S.
Government Securities Business Day immediately preceding such SOFR Rate Day, in each case,
as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website.
If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business
Day immediately following any day “i”, the SOFR in respect of such day “i” has not been
published on the SOFR Administrator’s Website and a Benchmark Replacement Date with
respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the
SOFR as published in respect of the first preceding U.S. Government Securities Business Day
for which such SOFR was published on the SOFR Administrator’s Website; provided that any
SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily
Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily
Simple SOFR due to a change in SOFR shall be effective from and including the effective date
of such change in SOFR without notice to the Borrower.

“Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price
of property or services, (iv) obligations as lessee under leases which shall have been or should
be, in accordance with generally accepted accounting principles, recorded as capital leases, (v)
obligations under direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv)
above, and (vi) liabilities in respect of unfunded vested benefits under Plans covered by Title IV
of ERISA; provided, however, for purposes of Sections 5.03 and 5.04(a) and (b) only, clause (vi)
above shall include only those liabilities of the applicable Borrower and all ERISA Affiliates for
such Borrower’s then current fiscal year (and, if such liabilities are still outstanding, for prior
fiscal years) to (a) all single employer plans (as defined in Section 4001(a)(15) of ERISA) to
meet the minimum funding standard requirements of Section 412(a) of the Code (without regard
to any waiver under Section 412(c) of the Code) and (b) all multiemployer plans (as defined in
Section 4001(a)(3) of ERISA) for all required contributions and payments.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, examinership or similar debtor relief
laws of the United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

“Defaulting Bank” means, at any time, subject to Section 2.17(d), (i) any Bank that has
failed for two or more consecutive Business Days to comply with its obligations under this
Agreement to make available its ratable portion of a Borrowing (each, a “funding obligation”),
unless such Bank has notified the Agent and a Borrower in writing that such failure is the result
of such Bank’s determination that one or more conditions precedent to funding has not been
satisfied (which conditions precedent, together with the applicable default, if any, will be


10
specifically identified in such writing), (ii) any Bank that has notified the Agent or a Borrower in
writing, or has stated publicly, that it does not intend to comply with its funding obligations
hereunder, unless such writing or statement states that such position is based on such Bank’s
determination that one or more conditions precedent to funding cannot be satisfied (which
conditions precedent, together with the applicable default, if any, will be specifically identified in
such writing or public statement), (iii) any Bank that has, for three or more Business Days after
written request of the Agent or a Borrower, failed to confirm in writing to the Agent and the
Borrowers that it will comply with its prospective funding obligations hereunder (provided that
such Bank shall cease to be a Defaulting Bank pursuant to this clause (iii) upon the Agent’s and
the Borrowers’ receipt of such written confirmation), (iv) any Bank with respect to which a Bank
Insolvency Event has occurred and is continuing with respect to such Bank or its Parent
Company, or (v) any Bank that has become the subject of a Bail-In Action; provided that a Bank
shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity
interest in such Bank or its Parent Company by a Governmental Authority or an instrumentality
thereof. Any determination by the Agent that a Bank is a Defaulting Bank under any of clauses
(i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be
deemed to be a Defaulting Bank (subject to Section 2.17(d)) upon notification of such
determination by the Agent to the Borrowers and the Banks. The Agent will promptly send to all
parties hereto a copy of any notice to the Borrowers provided for in this definition.

“Designated Persons” means a Person:

(i) listed in the annex to, or otherwise the subject of the provisions of, any
Executive Order;

(ii) named as a “Specially Designated National and Blocked Person” on the
most current list published by OFAC at its official website or any replacement website or
other replacement official publication of such list (or listed as a restricted party by the
U.S. Department of State or given a similar designation by the United Nations Security
Council or an applicable Governmental Authority in Ireland, Japan, the European Union,
any European Union member state, the United Kingdom, Australia, or Hong Kong)
(each, an “SDN”), or is otherwise the subject of any Sanctions Laws and Regulations; or

(iii) in which one or more SDNs have 50% or greater ownership interest or that
is otherwise controlled by an SDN.
“Dollar Amount” means, for any currency at any date (i) the amount of such currency if
such currency is Dollars or (ii) the Equivalent Amount of Dollars if such currency is any
currency other than Dollars.

“Dollars” and the sign “$” each means lawful money of the United States of America.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Domestic Lending Office” on its respective signature page hereto or such other
office of such Bank as such Bank may from time to time specify to the Borrowers and the Agent.

“Earlier Termination Date” has the meaning specified in Section 2.16(c).

“EEA Financial Institution” means (a) any institution established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any institution established in an EEA Member Country which is a
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.


11
“EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any
delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Currency” means any currency other than Dollars with respect to which the
Agent or a Borrower has not given notice in accordance with Section 2.15(a) and that is readily
available, freely traded, in which deposits are customarily offered to banks in the London or
other applicable interbank market, convertible into Dollars in the international interbank market,
available to the Banks in such market and as to which an Equivalent Amount may be readily
calculated. If, after the designation by the Banks of any currency as an Agreed Currency or
Local Currency:

(i) currency control or other exchange regulations are imposed in the country
or jurisdiction in which such currency is issued with the result that different types of such
currency are introduced, or such currency is, in the determination of the Agent, no longer
readily available or freely traded, then the Agent shall promptly notify the Banks and the
Borrowers, and such currency shall no longer be an Agreed Currency or Local Currency
until such time as the Disqualifying Event no longer exists, and the Borrowers shall be
permitted to repay all Advances in such currency in Dollars;

(i) in the determination of the Agent, in consultation with the Co-Syndication
Agents, an Equivalent Amount with respect to such currency is not readily calculable,
then the Agent shall promptly notify the Banks and the Borrowers, and such currency
shall no longer be an Agreed Currency or Local Currency until such time as the
Disqualifying Event no longer exists; or

(ii) each of the Disqualifying Events described in clauses (i) and (ii) above
exist, then the Borrowers shall repay all Advances in such currency to which the
Disqualifying Events apply within fifteen (15) Business Days of receipt of such notice
from the Agent.

Each of the events described in clauses (i) and (ii) above shall be referred to herein as a
“Disqualifying Event”.
“Eligible Financial Institution” means, as of the date of any assignment as contemplated
in Section 8.07(a)(i), a commercial bank or financial institution (i) with a credit rating on its
long-term senior unsecured debt of either (a) “BBB+” or better from S&P or (b) “Baa1” or better
from Moody’s; and (ii) having shareholders’ equity of not less than $5,000,000,000.

“Equivalent Amount” means, for any currency with respect to any amount of Dollars at
any date, the equivalent in such currency of such amount of Dollars, calculated on the basis of
the arithmetic mean of the buy and sell spot rates of exchange of the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as applicable (by reference to an appropriate
Bloomberg screen, Alternative Financial Information Service screen or other generally
recognized financial information service selected by the Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, in consultation with the Borrowers), in the London
interbank market (or other market where the Agent’s or the Local Currency Agent’s, as
applicable, foreign exchange operations in respect of such currency are then being conducted) or,
in the case of Japanese Yen, in the Tokyo interbank market for such other currency at or about
11:00 a.m. (local time applicable to the transaction in question) two (2) Business Days prior to
the date on which such amount is to be determined (provided that if an Equivalent Amount is


12
being determined with respect to (x) the making of a Local Currency Advance in Pounds Sterling
or Euro, such amount shall be determined at or about 11:00 a.m. (London time) for Pounds
Sterling, and 11:00 a.m. (Brussels time) for Euro, on the date of such Local Currency Advance or
(y) the making of a Japan Local Currency Advance on a same-day basis, such amount shall be
determined at or about 11:00 a.m. (Tokyo time) on the date of such Japan Local Currency
Advance), rounded up to the nearest amount of such currency as determined by the Agent, the
Local Currency Agent or the Japan Local Currency Agent, as applicable, from time to time;
provided, however, that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Agent or the Local Currency Agent (or the Japan Local Currency Agent, if
applicable) may use any reasonable method it deems appropriate (after consultation with the
Borrowers) to determine such amount, and such determination shall be conclusive, absent
manifest error.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any successor statute.

“ERISA Affiliate” means each trade or business (whether or not incorporated) which,
together with a Borrower or a Subsidiary of such Borrower, would be deemed to be a “single
employer” within the meaning of Section 4001 of ERISA.

“ERISA Termination Event” means (i) a “Reportable Event” described in Section 4043
of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to
the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a
Borrower or any of its ERISA Affiliates from a “single employer plan” during a plan year in
which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of
ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings
to terminate a Plan by the PBGC or (v) any other event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA
Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

“Erroneous Payment” has the meaning assigned to it in Section 7.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section
7.11 (d)(i).
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section
7.11(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section
7.11(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section
7.11(e).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published
by the Loan Market Association (or any successor Person), as in effect from time to time.

“EURIBOR Base Rate” means, with respect to a EURIBOR Rate Advance for the
relevant Interest Period, the interest rate per annum equal to the rate determined by the Agent to
be the Euro Interbank Offered Rate administered by the European Money Markets Institute (or
any other Person that takes over the administration of such rate (“EURIBOR”) and displayed on
the applicable Bloomberg screen (or any successor page) as of 11:00 a.m. (Brussels time), on the


13
date that is two (2) TARGET Settlement Days preceding the first day of such Interest Period (or
on the first day of such Interest Period, in the case of a Same Day Local Currency Advance), and
having a maturity equal to such Interest Period; provided, that, if such rate is below zero, it will
be deemed to be zero. Any EURIBOR Base Rate determined on the basis of the rate displayed
on a Bloomberg screen (or other applicable screen) in accordance with the foregoing provisions
of this subparagraph shall be subject to corrections, if any, made in such rate and displayed by
Bloomberg (or other applicable service) within one hour of the time when such rate is first
displayed by such service; provided, that, if such rate is below zero, it will be deemed to be zero.

“EURIBOR Rate” means, with respect to a Revolving Credit Advance or a Local
Currency Advance for the relevant Interest Period, an interest rate obtained by dividing (i) the
EURIBOR Base Rate applicable to such Interest Period by (ii) a percentage equal to 100% minus
the EURIBOR Rate Reserve Percentage, such EURIBOR Rate to be adjusted automatically on
and as of the effective date of any change in the EURIBOR Rate Reserve Percentage; provided,
that if such rate is below zero, it will be deemed to be zero.

“EURIBOR Rate Advance” means a Revolving Credit Advance denominated in euro
which bears interest as provided in Section 2.07(b) or a Local Currency Advance which bears
interest as provided in Section 2.07(b) and the Local Currency Addendum.

“EURIBOR Rate Reserve Percentage” means, for any date:

(e) in the case of any Revolving Credit Advance, that percentage (expressed
as a decimal) which is in effect on such date, as prescribed by the Board of Governors of
the Federal Reserve System for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City with
deposits exceeding five billion dollars in respect of Eurocurrency Liabilities having a
term equal to the applicable Interest Period (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on EURIBOR
Rate Advances is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any bank to United States residents); or

(a) in the case of any Local Currency Advance, that percentage (expressed as
a decimal (or, an amount expressed as a decimal percentage)) calculated by the Local
Currency Agent (in consultation with the Borrowers) of the cost of the Local Currency
Banks complying with the minimum reserve requirements of the Bank of England, the
Financial Conduct Authority and/or the Prudential Regulation Authority, the European
Central Bank or any other applicable Governmental Authority.

“Euro” or “euro” means the Euro referred to in the Council Regulation E.C. No. 1103/97
dated 17 June 1997 passed by the Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that participate in the third stage of the
Economic and Monetary Union.

“Euro Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Euro Lending Office” on its respective signature page hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank
may from time to time specify to the Borrowers and the Agent. A Bank may specify different
offices for its Advances denominated in Dollars, its Advances denominated in euro, and its
Advances denominated in other Agreed Currencies.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to time.


14
“Events of Default” has the meaning specified in Section 6.01.

“Executive Order” is defined in the definition of “Sanctions Laws and Regulations”.

“Existing Credit Agreement” means that certain Second Amended and Restated Credit
Agreement (Three-Year Facility), dated as of September 5, 2019, among Caterpillar, CIF, CFSC
and CFKK, as borrowers thereunder, certain financial institutions party thereto, MUFG, as Japan
Local Currency Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank,
as agent for such financial institutions, as amended from time to time prior to the date hereof.

“Extended Termination Date” has the meaning specified in Section 2.16(c).

“Extension Confirmation Date” has the meaning specified in Section 2.16(b).

“Extension Confirmation Notice” has the meaning specified in Section 2.16(b).

“Extension Request” has the meaning specified in Section 2.16(a).

“Facility Termination Date” means the earlier to occur of (i) the Current Termination
Date then in effect and (ii) the date of termination in whole of the Commitments pursuant to
Section 2.05(a) or 6.01.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the
Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of
New York.

“Five-Year Agreement” is defined in the definition of “Other Credit Agreements”.
“Floor” means a rate of interest equal to 0%.

“Governmental Authority” means any federal, state, municipal, national or other
government, governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity, officer or examiner exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to any
government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government (including any supra-national bodies such as the
European Union or the European Central Bank).

“Information Memorandum” means the Confidential Information Memorandum dated
July 2022 in the form approved by the Borrowers concerning the Borrowers and their
Subsidiaries which, at the Borrowers’ request and on their behalf, was prepared in relation to the
transactions contemplated by this Agreement and distributed by the Arranger to selected
financial institutions before the date of this Agreement.




15
“Insignificant Subsidiary” means, on any date, any Subsidiary of Caterpillar or CFSC
whose aggregate asset value, as reasonably calculated by Caterpillar in accordance with
generally accepted accounting principles, is at less than or equal to $50,000,000 on such date.

“Interest Expense” means, for any period of determination, all interest (without
duplication), whether paid in cash or accrued as a liability, attributable to CFSC Consolidated
Debt (including imputed interest on any capital lease of CFSC or its Subsidiaries) in accordance
with generally accepted accounting principles.

“Interest Period” means, for each Advance, other than an RFR Advance, comprising part
of the same Borrowing, the period commencing on the date of such Advance, or the date of the
Conversion, continuation or Redenomination, as applicable, of such Advance, and ending on the
last day of the period selected by a Borrower pursuant to the provisions below. The duration of
each such Interest Period shall be (a) in the case of a Base Rate Advance or a Japan Base Rate
Advance, 30 days (or, in the event the Base Rate is determined by reference to Term SOFR, one
month), (b) in the case of a Term SOFR Advance or a EURIBOR Rate Advance, 1, 3 or 6
months, in each case as a Borrower may, in the Notice of Borrowing requesting such Advance,
select, and (c) in the case of any Advance in an Agreed Currency other than those subject to RFR
Advances or covered in the foregoing clauses (a) and (b), such number of days as shall be agreed
to between the Company, the Agent and the Banks extending Loans in such Agreed Currency;
provided, however, that:

(i) the duration of any Interest Period which would otherwise end
after the Revolving Credit Termination Date shall end on the Revolving Credit
Termination Date;

(ii) Interest Periods commencing on the same date for Advances
comprising part of the same Borrowing shall be of the same duration; and

(iii) whenever the last day of any Interest Period would otherwise occur
on a day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, provided, in the case of
any Interest Period for a Term SOFR Advance or EURIBOR Rate Advance, that
if such extension would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day.
“Japan Base Rate” means, for any Interest Period or any other period, a fluctuating
interest rate per annum equal to the rate of interest announced publicly by MUFG in Tokyo,
Japan, from time to time, as MUFG’s short-term base rate.

“Japan Base Rate Advance” means a Japan Local Currency Advance which bears interest
as provided in Section 2.07.

“Japan Local Currency Addendum” means the local currency addendum dated as of the
date hereof among CFKK, CFSC, the Japan Local Currency Banks named therein, the Japan
Local Currency Agent and the Agent, substantially in the form of Exhibit G-2.

“Japan Local Currency Advance” means any Advance in Japanese Yen, made to CFKK
pursuant to Sections 2.03C and 2.03D and the Japan Local Currency Addendum.

“Japan Local Currency Agent” means MUFG, as agent under the Japan Local Currency
Addendum, or any successor agent under the Japan Local Currency Addendum.



16
“Japan Local Currency Bank” means each Bank (or any Affiliate, branch or agency
thereof) party to the Japan Local Currency Addendum. In the event any agency, branch or
Affiliate of a Bank shall be party to the Japan Local Currency Addendum, such agency, branch
or Affiliate shall, to the extent of any commitment extended and any Advances made by it, have
all the rights of such Bank hereunder; provided, however, that, except as otherwise expressly
provided herein, such Bank shall continue, to the exclusion of such agency or Affiliate, to have
all the voting and consensual rights vested in it by the terms hereof.

“Japan Local Currency Borrowing” means a borrowing comprised of simultaneous Japan
Local Currency Advances made to CFKK by each of the Japan Local Currency Banks pursuant
to Sections 2.03C and 2.03D and the Japan Local Currency Addendum.

“Japan Local Currency Commitment” has the meaning specified in Section 2.03C(a).

“Japanese Yen” means the lawful currency of Japan.

“Joint Fee Letter” means the Joint Fee Letter, dated July 20, 2022, among the Borrowers,
Citibank, Bank of America, JPMorgan, and certain of the Arrangers.

“JPMorgan” means JPMorgan Chase Bank, N.A.

“Leverage Ratio” has the meaning specified in Section 5.04(a).

“Loan Documents” means this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum, and the Notes, as each may be amended, restated, supplemented or
otherwise modified from time to time.

“Local Currency” means (i) only so long as such currency remains an Eligible Currency,
Pounds Sterling or Euro and (ii) any other Agreed Currency which CIF requests the applicable
Local Currency Banks to include as a Local Currency hereunder and which is reasonably
acceptable to each such Local Currency Bank.

“Local Currency Addendum” means the local currency addendum dated as of the date
hereof among CIF, CFSC, the Local Currency Banks named therein, the Local Currency Agent
and the Agent, substantially in the form of Exhibit G-1.
“Local Currency Advance” means any Advance in a Local Currency, made to CIF
pursuant to Sections 2.03A and 2.03B and the Local Currency Addendum.

“Local Currency Agent” means Citibank Europe plc, UK Branch, as agent under the
Local Currency Addendum, or any successor agent under the Local Currency Addendum.

“Local Currency Bank” means each Bank (or any affiliate, branch or agency thereof)
party to the Local Currency Addendum. In the event any agency, branch or affiliate of a Bank
shall be party to the Local Currency Addendum, such agency, branch or affiliate shall, to the
extent of any commitment extended and any Advances made by it, have all the rights of such
Bank hereunder; provided, however, that, except as otherwise expressly provided herein, such
Bank shall continue to the exclusion of such agency or Affiliate to have all the voting and
consensual rights vested in it by the terms hereof.

“Local Currency Borrowing” means a borrowing comprised of simultaneous Local
Currency Advances made to CIF by each of the Local Currency Banks pursuant to Sections
2.03A and 2.03B and the Local Currency Addendum.



17
“Local Currency Commitment” has the meaning specified in Section 2.03A(a).

“Majority Banks” means at any time Banks holding more than 50% of the Commitments,
or if the Commitments have been terminated, Banks holding more than 50% of the then
aggregate unpaid principal amount of the Advances.

“Majority Japan Local Currency Banks” means Japan Local Currency Banks holding
more than 50% of the Japan Local Currency Commitments.

“Majority Local Currency Banks” means Local Currency Banks holding more than 50%
of the Local Currency Commitments.

“Margin Stock” has the meaning set forth in Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto, and if
Moody’s ceases to issue ratings of the type described herein with respect to the Borrowers, then
the Borrowers and the Agent, with the consent of the Majority Banks, shall agree upon a
mutually acceptable replacement debt rating agency and shall further agree, upon determination
of such replacement agency, to determine appropriate equivalent ratings levels to replace those
contained herein.

“MUFG” means MUFG Bank, Ltd.

“Net Gain/(Loss) From Interest Rate Derivatives” has the meaning as reflected in the
financial caption Other income(expense), in CFSC’s Consolidated Statement of Profit as
compiled under generally accepted accounting principles.

“Non-Defaulting Bank” means, at any time, a Bank that is not a Defaulting Bank.

“Non-Same Day Local Currency Advances” means Local Currency Advances other than
Same Day Local Currency Advances.

“Note” has the meaning specified in Section 2.02(f).

“Notice of Allocation” has the meaning specified in Section 2.01(b).
“Notice of Bank Addition” has the meaning specified in Section 2.05(c).

“Notice of Borrowing” means a Notice of Local Currency Borrowing, a Notice of Japan
Local Currency Borrowing or a Notice of Revolving Credit Borrowing, as applicable.

“Notice of Japan Local Currency Borrowing” has the meaning specified in Section
2.03D(a).

“Notice of Local Currency Borrowing” has the meaning specified in Section 2.03B(a).

“Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).

“Obligations” means all advances to, and debts, liabilities and obligations of, the
Borrowers arising under any Loan Document or otherwise with respect to any Advance, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against the Borrowers or any Affiliate thereof of any proceeding under any


18
debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed or allowable claims in such proceeding. Without limiting the
foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses,
fees, indemnities and other amounts payable by the Borrowers under any Loan Document and (b)
the obligation of the Borrowers to reimburse any amount in respect of any of the foregoing that
the Agent or any Bank, in each case in its sole discretion, may elect to pay or advance on behalf
of the Borrowers.

“OFAC” is defined in the definition of “Sanctions Laws and Regulations”.

“Other Credit Agreements” means (a) that certain Credit Agreement (2022 364-Day
Facility), dated as of September 1, 2022, among the Borrowers, as borrowers thereunder, certain
financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe plc,
UK Branch, as Local Currency Agent, and Citibank, as agent for such banks, and (b) that certain
Third Amended and Restated Credit Agreement (Five-Year Facility), dated as of September 1,
2022 (the “Five-Year Agreement”), among the Borrowers, as borrowers thereunder, certain
financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe plc,
UK Branch, as Local Currency Agent, and Citibank, as agent for such banks, in each case, as the
same may be amended, restated, supplemented or otherwise modified from time to time.

“Parent Company” means, with respect to a Bank, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Bank and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Bank.

“Payment Office” means (a) with respect to Advances other than Same Day Local
Currency Advances and Japan Local Currency Advances, (i) for Dollars, the principal office of
Citibank in New York City, located on the date hereof at 388 Greenwich Street, New York, New
York 10013, (ii) for any other Agreed Currency, the office of Citibank located on the date hereof
at 1615 Brett Road, Building No. 3, New Castle, Delaware 19720; (b) with respect to Same Day
Local Currency Advances, the office of the Local Currency Agent set forth in the Local
Currency Addendum; and (c) with respect to any Japan Local Currency Advance, the office of
the Japan Local Currency Agent set forth in the Japan Local Currency Addendum, or in any case,
such other office of the Agent, the Local Currency Agent or the Japan Local Currency Agent, as
applicable, as shall be from time to time selected by it by written notice to the Borrowers and the
Banks.
“Payment Recipient” has the meaning assigned to it in Section 7.11(a).

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of
“Term SOFR”.

“Person” means an individual, partnership, corporation (including a business trust),
limited liability company, joint stock company, trust, unincorporated association, joint venture or
other entity, or a government or any political subdivision or agency thereof.

“Plan” means any multiemployer plan or single employer plan, each as defined in Section
4001 and subject to Title IV of ERISA, which is maintained, or at any time during the five
calendar years preceding the date of this Agreement was maintained, for employees of a
Borrower or a Subsidiary of such Borrower or an ERISA Affiliate.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section
3(42) of ERISA, as amended from time to time.


19
“Pounds Sterling” means the lawful currency of the United Kingdom.

“Prior 364-Day Agreement” means that certain Credit Agreement (2021 364-Day
Facility), dated as of September 2, 2021, among Caterpillar, CFSC, CFKK and CIF, as
borrowers, the financial institutions party thereto, MUFG, as Japan Local Currency Agent,
Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank, as agent for such
financial institutions.

“Prior Five-Year Agreement” means that certain Second Amended and Restated Credit
Agreement (Five-Year Facility), dated as of September 5, 2019, among Caterpillar, CFSC,
CFKK and CIF, as borrowers, the financial institutions party thereto, MUFG, as Japan Local
Currency Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank, as
agent for such financial institutions, as amended from time to time prior to the date hereof.

“Purchase Claims” means Caterpillar Purchase Claims or CFSC Purchase Claims, or
both, as applicable.

“Redenominate,” “Redenomination” and “Redenominated” each refer to a
redenomination comprising all or part of the same Borrowing from an Agreed Currency to
Dollars or from Dollars to another Agreed Currency, or the continuation of such Advances in the
same Agreed Currency, in each case pursuant to Section 2.10 or 2.15.

“Register” has the meaning specified in Section 8.07(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and such
Person’s and such Person’s Affiliates’ respective managers, administrators, members, trustees,
partners, directors, officers, employees, agents, fund managers and advisors.

“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in
respect of Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Board of Governors
of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto and (b) with respect to a Benchmark Replacement in respect of any other Agreed
Currency, (1) the central bank, regulator or other supervisory authority for the Agreed Currency
in which such amounts are denominated hereunder or any central bank or other supervisor which
is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator
of such Benchmark Replacement or (2) any working group or committee officially endorsed or
convened by (A) the central bank for the Agreed Currency in which such amounts are
denominated, (B) any central bank or other supervisor that is responsible for supervising either
(i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a
group of those central banks or other supervisors or (D) the Financial Stability Board or any part
thereof.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK
Financial Institution, a UK Resolution Authority.

“Restricting Information” means material non-public information with respect to any of
the Borrowers or their securities.

“Revolving Credit Advance” means an advance by a Bank to a Borrower as part of a
Revolving Credit Borrowing and refers to a Base Rate Advance, a Term SOFR Advance, a
EURIBOR Rate Advance, or an RFR Advance, each of which shall be a “Type” of Advance.




20
“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Advances of the same Type made to a Borrower by each of the Banks pursuant to Section
2.01.

“Revolving Credit Commitment” means, for each Bank, the obligation of such Bank to
make Revolving Credit Advances and, if such Bank is a Local Currency Bank, Non-Same Day
Local Currency Advances, in an aggregate amount not to exceed the amount set forth opposite
such Bank’s name under the “Revolving Credit Commitment” heading on Schedule I hereto, or
on the signature page of the Assignment and Acceptance or Assumption and Acceptance by
which it became a Bank hereunder, as such amount may be increased or reduced pursuant to the
terms of this Agreement; provided, however, that if such Bank’s Same Day Local Currency
Commitment or Japan Local Currency Commitment is terminated in whole or in part without a
corresponding reduction or termination of the Commitments, then such Bank’s Revolving Credit
Commitment shall equal the sum of (x) the amount set forth as such Bank’s Revolving Credit
Commitment on Schedule I to this Agreement or on such Bank’s signature page to its
Assignment and Acceptance or its Assumption and Acceptance, as applicable, plus (y) the
amount of such Bank’s terminated Same Day Local Currency Commitment or Japan Local
Currency Commitment, as applicable. No such change shall result in a Bank’s Revolving Credit
Commitment exceeding its Commitment. For each Bank that is not a Local Currency Bank or
Japan Local Currency Bank, such Bank’s Revolving Credit Commitment will be equal to its
Commitment. For each Bank that is Local Currency Bank or a Japan Local Currency Bank, such
Bank’s Revolving Credit Commitment will be equal to its Commitment minus the sum of its
Same Day Local Currency Commitment and its Japan Local Currency Commitment.

“Revolving Credit Obligations” means, at any time, the aggregate outstanding Advances
at such time minus the sum of the outstanding Same Day Local Advances and the outstanding
Japan Local Currency Advances at such time.

“Revolving Credit Termination Date” means the earlier to occur of (i) the Current
Termination Date then in effect and (ii) the date of termination in whole of the Commitments
pursuant to Section 2.05(a) or 6.01.

“RFR” means, for any Obligations, interest, fees, commissions or other amounts
denominated in, or calculated with respect to, (a) Pounds Sterling, SONIA, and (b) Japanese
Yen, TONAR.
“RFR Administrator” means the SONIA Administrator or the TONAR Administrator, as
applicable.

“RFR Advance” means an Advance that bears interest at a rate based on a Daily Simple
RFR.

“RFR Business Day” means, for any Obligations, interest, fees, commissions or other
amounts denominated in, or calculated with respect to, (a) Pounds Sterling, any day except for (i)
a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London,
or (b) Japanese Yen, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks
are closed for general business in Japan; provided, that for purposes of notice requirements in
respect of requesting Borrowings or prepaying Advances, such day also shall be required to be a
Business Day.

“RFR Interest Payment Date” means, as to any RFR Advance, each date that is on the
numerically corresponding day in each calendar month that is one month after the Borrowing of
such Advance; provided that, as to any such RFR Advance, (i) if any such date would be a day
other than a Business Day, such date shall be extended to the next succeeding Business Day


21
unless such next succeeding Business Day would fall in the next calendar month, in which case
such date shall be the next preceding Business Day and (ii) the RFR Interest Payment Date with
respect to any Borrowing that occurs on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in any applicable calendar month) shall be
the last Business Day of any such succeeding applicable calendar month; provided, that for
purposes of this clause (b), the date of a Borrowing of an Advance initially shall be the date on
which such Advance is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Advance or Borrowing, and (B) the Current Termination Date
or Extended Termination Date, as applicable.

“RFR Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “RFR Lending Office” on its respective signature page hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank
may from time to time specify to the Borrowers and the Agent. A Bank may specify different
offices for its Advances denominated in different Agreed Currencies, and the term “RFR
Lending Office” shall refer to any or all such offices, collectively, as the context may require
when used in respect of such Bank.

“RFR Rate Day” has the meaning specified in the definition of “Daily Simple RFR”.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business, or any successor thereto, and if S&P ceases to issue ratings of the type
described herein with respect to the Borrowers, then the Borrowers and the Agent, with the
consent of the Majority Banks, shall agree upon a mutually acceptable replacement debt rating
agency and shall further agree, upon determination of such replacement agency, to determine
appropriate equivalent ratings levels to replace those contained herein.

“Same Day Local Currency Advances” means any Advances under the Same Day Local
Currency Subfacility.

“Same Day Local Currency Commitment” has the meaning specified in Section 2.03A(a).

“Same Day Local Currency Subfacility” means the subfacility under the Local Currency
Addendum which provides for the Local Currency Banks to make Local Currency Advances
available to CIF under the Local Currency Addendum on a same day notice basis in an amount
outstanding at any time not to exceed the Dollar Amount of $150,000,000.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the
subject or target of any Sanctions Laws and Regulations (at the time of this Agreement, the so-
called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region
of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions Laws and
Regulations-related list of designated Persons maintained by OFAC, the U.S. Department of
State, the United Nations Security Council, or an applicable Governmental Authority in Ireland,
the European Union, any European Union member state, the United Kingdom, Australia, Japan,
or Hong Kong, (b) any Person operating, organized or resident in a Sanctioned Country or (c)
any Person owned or controlled by any such Person or Persons described in the foregoing clauses
(a) or (b), including, without limitation, any Person in which one or more SDNs have 50% or
greater ownership interest.




22
“Sanctions Laws and Regulations” means:

(i) any sanctions, prohibitions or requirements imposed by any
executive order (an “Executive Order”) or by any sanctions program administered
by the U.S. Department of the Treasury Office of Foreign Assets Control
(“OFAC”), the U.S. Department of State or the U.S. Department of Commerce;
and

(iv) any sanctions measures imposed by the United Nations Security
Council, the European Union, the United Kingdom, Ireland, Australia, Japan or
the applicable Governmental Authority in Hong Kong, China.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the
SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor
administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New
York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the
Sterling Overnight Index Average for such Business Day published by the SONIA Administrator
on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Administrator” means the Bank of England (or any successor administrator of
the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at
http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index
Average identified as such by the SONIA Administrator from time to time.

“Subsidiary” means, with respect to any Borrower, a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such Borrower or by one or
more other Subsidiaries, or by such Borrower and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

“Support Agreement” means that certain Support Agreement dated as of December 21,
1984, amended June 14, 1995, between Caterpillar and CFSC, as the same may be amended or
modified in accordance with the terms of Section 5.04(c) and in effect from time to time.

“TARGET Settlement Day” means any Business Day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“Term SOFR” means:

(b) for any calculation with respect to a SOFR Loan, the Term SOFR
Reference Rate for a tenor comparable to the applicable Interest Period on the day (such
day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government
Securities Business Days prior to the first day of such Interest Period, as such rate is
published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m.


23
(New York City time) on any Periodic Term SOFR Determination Day the Term SOFR
Reference Rate for the applicable tenor has not been published by the Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding
U.S. Government Securities Business Day for which such Term SOFR Reference Rate
for such tenor was published by the Term SOFR Administrator so long as such
first preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination
Day; and

(f) for any calculation with respect to a Base Rate Advance on any day, the
Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base
Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities
Business Days prior to such day, as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any
Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the
applicable tenor has not been published by the Term SOFR Administrator and a
Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not
occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as
published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was
published by the Term SOFR Administrator so long as such first preceding U.S.
Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to Base Rate SOFR Determination Day.

“Term SOFR Adjustment” means an amount equal to 0.10%.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited
(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in
its reasonable discretion).

“Term SOFR Advance” means a Revolving Credit Advance denominated in Dollars
which bears interest as provided in Section 2.07(b).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“TONAR” means, with respect to any Business Day, a rate per annum equal to the Tokyo
Overnight Average Rate for such Business Day published by the TONAR Administrator on the
TONAR Administrator’s Website on the immediately succeeding Business Day.

“TONAR Administrator” means the Bank of Japan (or any successor administrator of the
Tokyo Overnight Average Rate).

“TONAR Administrator’s Website” means the Bank of Japan’s website, currently at
http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified
as such by the TONAR Administrator from time to time.

“TONAR Advance” means a Japan Local Currency Advance which bears interest at a
rate based on TONAR as provided in Section 2.07.

“Total Commitment” means, at any time, the sum of all of the Banks’ Commitments at
such time.



24
“Total Japan Local Currency Commitment” has the meaning specified in Section
2.03C(a).

“Total Local Currency Commitment” has the meaning specified in Section 2.03A(a).

“Total Revolving Credit Commitment” means, at any time, the sum of all of the Banks’
Revolving Credit Commitments at such time (which shall be an amount equal to the Total
Commitment at such time minus the sum of the aggregate Dollar Amount of the Same Day Local
Currency Subfacility at such time and the aggregate Dollar Amount of the Total Japan Local
Currency Commitment at such time).

“Type”, when used in reference to any Revolving Credit Advance, has the meaning
specified in the definition of “Revolving Credit Advance”, when used in reference to a Japan
Local Currency Advance, refers to a Japan Base Rate Advance or a TONAR Advance, and when
used in reference to a Local Currency Advance, has the meaning specified in the definition of
“Local Currency Advance”, each of which shall be a “Type” of Advance.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under
the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct
Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undisclosed Administration” means the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory
authority or regulator with respect to a Bank under the Dutch Financial Supervision Act 2007 (as
amended from time to time and including any successor legislation).

“USA Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No.
107-56,115 Stat. 272 (2001), as amended.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)
a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time
to time under the Bail-In Legislation for the applicable EEA Member Country, which write-
down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with
respect to the United Kingdom, any powers of the applicable Resolution Authority under the
Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK
Financial Institution or any contract or instrument under which that liability arises, to convert all
or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers.




25
SECTION 1.01. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.

SECTION 1.02. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting principles in the
United States consistent with those applied in the preparation of the financial statements referred
to in Section 4.01(e) and all references contained herein to generally accepted accounting
principles shall mean United States generally accepted accounting principles.

SECTION 1.03. Rates.

(a) The Agent does not warrant or accept responsibility for, and shall not have any
liability with respect to (i) the continuation of, administration of, submission of, calculation of or
any other matter related to the Base Rate, Adjusted Term SOFR, Term SOFR, the EURIBOR
Rate, any RFR, SOFR, SONIA, TONAR, any Benchmark, any component definition thereof or
rates referenced in the definition thereof or any alternative, successor or replacement rate thereto
(including any Benchmark Replacement), including whether the composition or characteristics of
any such alternative, successor or replacement rate (including any Benchmark Replacement) will
be similar to, or produce the same value or economic equivalence of, or have the same volume or
liquidity as, the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR Rate, any
RFR, SONIA, TONAR, or any other Benchmark prior to its discontinuance or unavailability, or
(ii) the effect, implementation or composition of any Benchmark Replacement Conforming
Changes or any other alternative, successor or replacement rate pursuant to the terms of this
Agreement. The Agent and its Affiliates may engage in transactions that affect the calculation of
the Base Rate, any Benchmark, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR Rate,
any RFR, SONIA, TONAR, any alternative, successor or replacement rate (including any
Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse
to the Borrowers. The Agent may select information sources or services in its reasonable
discretion to ascertain the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR
Rate, any RFR, SONIA, TONAR, or any Benchmark, any component definition thereof or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and
shall have no liability to the Borrowers, any Bank or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),
for any error or calculation of any such rate (or component thereof) provided by any such
information source or service.

(b) The Borrowers may from time to time request Advances in Agreed Currencies
beyond those that are available as of the Closing Date (such other Agreed Currencies, “Future
Agreed Currencies”). Interest on extensions of credit denominated in such Future Agreed
Currencies may require interest rate determinations and calculations, including determinations of
credit spread adjustments, which are not included in this Agreement as of the Closing Date.
Notwithstanding the foregoing or anything to the contrary set forth herein, prior to any such
Future Agreed Currency becoming available hereunder, the Borrowers and the Banks extending
Loans in such Future Agreed Currencies shall amend this Agreement, on terms and conditions
acceptable to all of them, as needed in order to include such interest rate mechanics.

(c) Daily Simple SOFR is included herein solely as an alternative Benchmark when
Term SOFR is unavailable. So long as Term SOFR is available as a Benchmark, no Loan shall
be made hereunder that accrues interest at Daily Simple SOFR.




26
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 1.02. The Revolving Credit Advances; Allocation of Commitments.

(a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances in any Agreed Currency to Caterpillar and CFSC from time to
time on any Business Day during the period from the Closing Date until the Revolving Credit
Termination Date in a Dollar Amount not to exceed such Bank’s Available Revolving Credit
Commitment at such time; provided, however, that at no time shall the Dollar Amount of (i) the
outstanding Advances exceed the Total Commitment, (ii) the Revolving Credit Obligations
exceed the Total Revolving Credit Commitment, (iii) any Bank’s Revolving Credit Advances,
Local Currency Advances and Japan Local Currency Advances exceed such Bank’s
Commitment, (iv) all Revolving Credit Advances to Caterpillar exceed Caterpillar’s Allocation
at such time, (v) all Revolving Credit Advances to CFSC plus the Dollar Amount of all Local
Currency Advances and Japan Local Currency Advances exceed CFSC’s Allocation at such
time, (vi) any Bank’s Revolving Credit Advances to Caterpillar exceed such Bank’s Allocated
Commitment for Caterpillar at such time, or (vii) any Bank’s Revolving Credit Advances to
CFSC plus such Bank’s Local Currency Advances and Japan Local Currency Advances at such
time exceed such Bank’s Allocated Commitment for CFSC at such time. Each Revolving Credit
Borrowing shall be in an aggregate Dollar Amount not less than $10,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the
same Type and the same Agreed Currency made on the same day to the same Borrower by the
Banks ratably according to their respective Available Revolving Credit Commitments. Within
the limits of each Bank’s Allocated Commitment to a Borrower, such Borrower may from time
to time borrow, repay pursuant to Section 2.06 or prepay pursuant to Section 2.09, and reborrow
under this Section 2.01.

(b) The Borrowers will on the Closing Date and from time to time thereafter, but no
more often than weekly, and subject to the limitation set forth below, allocate or reallocate the
Total Commitment between Caterpillar and CFSC (each such Borrower’s allocated portion of the
Total Commitment at any time being such Borrower’s “Allocation”), in such a manner that (i)
the sum of the Allocations at any time shall equal the Total Commitment at such time, (ii) each
Bank’s Commitment allocable to Caterpillar and CFSC at any time (such Bank’s “Allocated
Commitment” with respect to such Borrower) shall be an amount equal to the product of such
Bank’s Commitment at such time multiplied by the Allocation Percentage for such Borrower at
such time, and (iii) CFSC’s Allocation at any time shall be in an amount equal to or greater than
the sum of the Total Local Currency Commitment and the Total Japan Local Currency
Commitment at such time. Each such allocation or re-allocation shall be made on notice, given
not later than 10:00 A.M. (New York City time) on the date of the proposed allocation or
reallocation, by the Borrower Agent to the Agent, which shall give to each Bank prompt notice
thereof by facsimile or electronic mail. Each such notice of an allocation or reallocation of the
Total Commitment (a “Notice of Allocation”) shall be by facsimile or electronic mail, confirmed
immediately in writing, in substantially the form of Exhibit B-4 hereto, specifying therein the
requested (i) effective date of such allocation or re-allocation of the Total Commitment, and (ii)
Allocation for each Borrower. Each Borrower’s Allocation, and each Bank’s Allocated
Commitment with respect to such Borrower, shall remain in effect (i) from the Closing Date until
the first Notice of Allocation becomes effective, and (ii) thereafter, from the date that the most
recent Notice of Allocation became effective until the next subsequent Notice of Allocation
becomes effective.

(c) The Borrowers and the Agent shall furnish to the Local Currency Agent and the
Japan Local Currency Agent, promptly following the making, payment or prepayment of each
Revolving Credit Advance, and at any other time at the reasonable request of the Local Currency


27
Agent or the Japan Local Currency Agent, a statement setting forth the outstanding Revolving
Credit Advances.

SECTION 1.03. Making the Revolving Credit Advances.

(a) Each Revolving Credit Borrowing shall be made on notice, given not later than
11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing (in
the case of a Revolving Credit Borrowing comprised of Base Rate Advances), or not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing (in the case of a Revolving Credit Borrowing comprised of Term
SOFR Advances, EURIBOR Rate Advances or RFR Advances), by a Borrower to the Agent,
which shall give to each Bank prompt notice thereof by facsimile or electronic mail. Each such
notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-1 hereto, specifying therein the requested (i) Borrower, (ii) date of such Revolving
Credit Borrowing, (iii) Type of Revolving Credit Advances comprising such Revolving Credit
Borrowing, (iv) in the case of a proposed Borrowing of RFR Advances, the Agreed Currency of
such Advances, (v) aggregate amount of such Revolving Credit Borrowing, (vi) Interest Period
for the Revolving Credit Advances (to the extent constituting a Term SOFR Advance or
EURIBOR Rate Advance) and (vii) account to which the proceeds of such Revolving Credit
Borrowing shall be made available. In the case of each proposed Revolving Credit Borrowing,
the Agent shall promptly notify each Bank of such Bank’s ratable share of such Revolving Credit
Borrowing based upon the Available Revolving Credit Commitments of the Banks, and in the
case of a proposed Revolving Credit Borrowing comprised of Term SOFR Advances, EURIBOR
Rate Advances or RFR Advances, the Agent shall promptly notify each Bank of the applicable
interest rate under Section 2.07. Each Bank shall, before 1:00 p.m. (New York City time) on the
date of such Revolving Credit Borrowing, make available for the account of its Applicable
Lending Office to the Agent at the applicable Payment Office, in the Agreed Currency and in
same day funds, such Bank’s ratable portion of such Revolving Credit Borrowing. After the
Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Agent will promptly make such same day funds available to the account specified
by the applicable Borrower in the Notice of Revolving Credit Borrowing.

(b) Each Notice of a Revolving Credit Borrowing shall be irrevocable and binding on
the Borrower submitting such Notice. In the case of any Revolving Credit Borrowing which the
related Notice of Revolving Credit Borrowing specifies is to be comprised of Term SOFR
Advances, EURIBOR Rate Advances or RFR Advances, the requesting Borrower shall
indemnify each Bank against any loss, cost or expense incurred by such Bank as a direct result of
the failure of such Borrower, for any reason other than a default by such Bank, to borrow the
requested Revolving Credit Advances on the date specified in the Notice of Revolving Credit
Borrowing. Such indemnification shall include, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by
such Bank to fund the Advance to be made by such Bank as part of such Borrowing; provided,
however, that any indemnification for such losses, costs and expenses shall be limited to an
amount equal to (i) the principal amount of the Advance to be made by such Bank times (ii) the
number of days in the requested Interest Period (which is assumed to be one-month for purposes
of any RFR Advance), divided by (x) 360 in respect of Term SOFR Advances and EURIBOR
Rate Advances and (y) 365 or 366, as applicable, in respect of RFR Advances, times (iii) the
interest differential between the interest rate based on the applicable Term SOFR, the applicable
EURIBOR Rate or applicable RFR which would have applied to such Advance and the rate of
interest which would apply if such Borrower had requested on the date of the requested
Revolving Credit Borrowing a Revolving Credit Borrowing comprised of Advances of the same
Type and Agreed Currency for a period equal to the requested Interest Period (which is assumed
to be one-month for purposes of any RFR Advance). A certificate describing in reasonable detail


28
the amount of such losses, costs and expenses, submitted to such Borrower and the Agent by
such Bank, shall create a rebuttable presumption of such losses, costs or expenses.

(c) Unless the Agent shall have received notice from a Bank prior to the time of any
Revolving Credit Borrowing that such Bank will not make available to the Agent such Bank’s
ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Bank has
made such portion available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a corresponding amount. If
and to the extent that such Bank shall not have so made such ratable portion available to the
Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such
amount is made available to such Borrower until the date such amount is repaid to the Agent, at
(i) in the case of such Borrower, the interest rate applicable at the time to Revolving Credit
Advances comprising such Revolving Credit Borrowing and (ii) in the case of such Bank, the
Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, together
with interest thereon as required in the immediately preceding sentence, such amount so repaid
shall constitute such Bank’s Revolving Credit Advance as part of such Revolving Credit
Borrowing for purposes of this Agreement and such Bank shall be entitled to all rights in respect
of such Revolving Credit Advance, including the right to receive interest from the date funds in
connection therewith shall have been made available to such Borrower. If such Borrower shall
repay to the Agent such corresponding amount, such repayment shall not relieve such Bank from
its obligation to make its ratable portion of such Revolving Credit Borrowing available to such
Borrower. Nothing contained herein shall impair the right of such Borrower to the performance
by any Bank of such Bank’s obligations hereunder. Subject to Section 2.17, in the event that any
Bank shall at any time fail to make its ratable portion of any Revolving Credit Borrowing
available to the Agent for disbursement to such Borrower, the Agent shall make inquiry of such
Bank as to the circumstances giving rise to such failure and shall promptly advise such Borrower
of the response, if any, the Agent shall have received in connection with such inquiry; provided
that no failure or delay on the part of the Agent to make such inquiry shall relieve such Borrower
or such Bank of its obligation to repay any amount made available by the Agent to such
Borrower in anticipation of receiving such Bank’s portion of such Revolving Credit Borrowing.

(d) The failure of any Bank to make the Revolving Credit Advance to be made by it
as part of any Revolving Credit Borrowing shall not relieve any other Bank of its obligation, if
any, hereunder to make its Revolving Credit Advance on the date of such Revolving Credit
Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the
Revolving Credit Advance to be made by such other Bank on the date of any Revolving Credit
Borrowing. Nothing contained herein shall impair the rights and remedies of the Borrower
requesting any Revolving Credit Borrowing against any Bank under applicable law as a result of
such Bank’s failure to make the Revolving Credit Advance to be made by it as part of such
Revolving Credit Borrowing.

(e) Any Bank may make, carry or transfer Advances at, to or for the account of, any
of its branch offices or the office of an Affiliate at the Bank; provided, however, no Affiliate of
any Bank shall be deemed a party to this Agreement or shall have any rights, liability or
obligation under this Agreement unless such Bank and such Affiliate shall have executed and
delivered, and the Agent shall have accepted, an Assignment and Acceptance in accordance with
Section 8.07, and then such Affiliate shall have rights and obligations hereunder only to the
extent contemplated therein.

(f) Each Bank shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrowers to such Bank resulting from each
Advance made by such Bank from time to time, including the amounts of principal and interest


29
payable and paid to such Bank from time to time hereunder. The Agent shall also maintain
accounts in which it will record (a) the amount of each Advance made hereunder, the Type
thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest
due and payable or to become due and payable from the applicable Borrower to each Bank
hereunder and (c) the amount of any sum received by the Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, hereunder from the applicable Borrower and each
Bank’s share thereof. Entries recorded pursuant to the foregoing shall be prima facie evidence of
the existence and amounts of the Borrowers’ obligations; provided, however, that the failure of
the Agent or any Bank to maintain such accounts or any error therein shall not in any manner
affect the obligation of the applicable Borrower to repay its obligations hereunder in accordance
with their terms. Any Bank may request that its Revolving Credit Advances be evidenced by a
promissory note in substantially the form of Exhibit A (a “Note”). In such event, the applicable
Borrower shall prepare, execute and deliver to such Bank such Note payable to the order of such
Bank. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times
(prior to any assignment pursuant to Section 8.07) be represented by one or more Notes payable
to the order of the payee named therein, except to the extent that any such Bank subsequently
returns any such Note for cancellation and requests that such Advances once again be evidenced
as described above.

SECTION 1.04. [Reserved].

SECTION 2.03A. Terms of Local Currency Facility.

(a) The Local Currency Addendum sets forth (i) the maximum amount (expressed in
Dollar Amount) available to be borrowed from all Local Currency Banks under the Local
Currency Addendum (the “Total Local Currency Commitment”), which shall not exceed
$1,000,000,000, (ii) with respect to each Local Currency Bank, the maximum amount (expressed
in Dollar Amount) available to be borrowed from such Local Currency Bank thereunder (such
Bank’s “Local Currency Commitment”), and (iii) with respect to each Local Currency Bank, the
maximum amount (expressed in Dollar Amount) available to be borrowed from such Local
Currency Bank under the Same Day Local Currency Subfacility (such Bank’s “Same Day Local
Currency Commitment”). In no event shall a Local Currency Bank’s Local Currency
Commitment (or, if such Local Currency Bank is also a Japan Local Currency Bank, the sum of
its Local Currency Commitment and its Japan Local Currency Commitment) at any time exceed
such Bank’s Commitment. No Same Day Local Currency Advance shall be made in an Agreed
Currency other than Pounds Sterling or Euro without the prior written approval of all of the
Local Currency Banks and the Local Currency Agent.

(b) No Local Currency Advance may be made if the Dollar Amount of (i) outstanding
Local Currency Advances would exceed the Total Local Currency Commitment, (ii) any Local
Currency Bank’s Local Currency Advances would exceed its Local Currency Commitment, (iii)
the outstanding Advances would exceed the Total Commitment, (iv) the Revolving Credit
Obligations would exceed the Total Revolving Credit Commitment, (v) any Bank’s Revolving
Credit Advances, Local Currency Advances and Japan Local Currency Advances would exceed
such Bank’s Commitment, (vi) all Revolving Credit Advances to CFSC plus the Dollar Amount
of all Local Currency Advances and Japan Local Currency Advances would exceed CFSC’s
Allocation at such time, (vii) any Bank’s Revolving Credit Advances to CFSC plus such Bank’s
Local Currency Advances and Japan Local Currency Advances at such time would exceed such
Bank’s Allocated Commitment for CFSC at such time, or (viii) the outstanding Same Day Local
Currency Advances would exceed the Dollar Amount of the Same Day Local Currency
Subfacility.

(c) CIF and the Local Currency Agent shall furnish to the Agent, promptly following
the making, payment or prepayment of each Local Currency Advance, and at any other time at


30
the reasonable request of the Agent, a statement setting forth the outstanding Local Currency
Advances made under the Local Currency Addendum, which statement shall also indicate the
amount of the Local Currency Advances that are Same Day Local Currency Advances.

(d) CIF and the Local Currency Agent shall furnish to the Agent copies of any
amendment, supplement or other modification to the terms of any Local Currency Addendum
promptly after the effectiveness thereof.

(e) CFSC and CIF may terminate the Local Currency Addendum in their sole
discretion if there are not any Advances outstanding thereunder, by written notice to the Agent,
the Local Currency Agent and the Local Currency Banks, which notice shall be executed by
CFSC, CIF and, if such consent is required, each Local Currency Bank.

SECTION 2.03B. Making the Local Currency Advances. (a) Each Local Currency
Borrowing shall be made on a Business Day upon notice given by CIF to the Agent and the
Local Currency Agent, such notice to be given at the time specified in the Local Currency
Addendum. Each Local Currency Borrowing shall be in an aggregate Dollar Amount not less
than $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of
Local Currency Advances of the same Local Currency made on the same day to CIF by the Local
Currency Banks ratably according to their respective Local Currency Commitments. The Agent
(or in the case of a Same Day Local Currency Advance, the Local Currency Agent) shall give
each Local Currency Bank prompt notice thereof by facsimile or electronic mail. Each such
notice of a Local Currency Borrowing (a “Notice of Local Currency Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-2 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Local
Currency of such Borrowing, (iii) Interest Period for such Borrowing (where applicable) and (iv)
aggregate amount of such Borrowing.

(a) Subject to any alternative procedures set forth in the Local Currency Addendum,
each Local Currency Bank, for the account of its Applicable Lending Office, shall make such
Local Currency Bank’s ratable portion of such Local Currency Borrowing on the proposed date
thereof by wire transfer of immediately available funds to the Agent (or in the case of a Same
Day Local Currency Advance, the Local Currency Agent) by the time specified in the Local
Currency Addendum or Notice of Local Currency Borrowing, and the Agent (or in the case of a
Same Day Local Currency Advance, the Local Currency Agent) shall make such funds available
to CIF at the applicable Payment Office.
(g) Each Notice of Local Currency Borrowing shall be irrevocable and binding on
CFSC and CIF. CFSC and CIF, jointly and severally, shall indemnify each Local Currency Bank
against any loss, cost or expense reasonably incurred by such Local Currency Bank as a result of
any failure to fulfill on or before the date specified in such Notice of Local Currency Borrowing
for such Local Currency Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Local Currency Bank to fund the
Local Currency Advance to be made by such Local Currency Bank as part of such Local
Currency Borrowing when such Local Currency Advance, as a result of such failure, is not made
on such date.

(h) Unless the Agent (or, in the case of a Same Day Local Currency Advance, the
Local Currency Agent) shall have received notice from a Local Currency Bank prior to the time
of any Local Currency Borrowing that such Local Currency Bank will not make available to the
Agent or the Local Currency Agent, as applicable, such Local Currency Bank’s ratable portion of
such Local Currency Borrowing, the Agent or the Local Currency Agent, as applicable, may
assume that such Local Currency Bank has made such portion available to it on the date of such


31
Local Currency Borrowing in accordance with subsection (b) of this Section 2.03B and it may, in
reliance upon such assumption, make (but shall not be required to make) available to CIF on
such date a corresponding amount. If and to the extent that such Local Currency Bank shall not
have so made such ratable portion available to the Agent (or, in the case of a Same Day Local
Currency Advance, the Local Currency Agent), such Local Currency Bank and CIF severally
agree to repay to the Agent (or, in the case of a Same Day Local Currency Advance, the Local
Currency Agent) forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to CIF until the date such amount is
repaid to the Agent (or, in the case of a Same Day Local Currency Advance, the Local Currency
Agent) at (i) in the case of CIF, the interest rate applicable at the time to Local Currency
Advances comprising such Local Currency Borrowing and (ii) in the case of such Local
Currency Bank, the Federal Funds Rate or the Agent’s (or, in the case of a Same Day Local
Currency Advance, the Local Currency Agent’s) overdraft cost, if higher. If such Local
Currency Bank shall repay to the Agent (or, in the case of a Same Day Local Currency Advance,
the Local Currency Agent) such corresponding amount, such amount so repaid shall constitute
such Local Currency Bank’s Local Currency Advance as part of such Local Currency Borrowing
for purposes of this Agreement.

(i) The failure of any Local Currency Bank to make the Local Currency Advance to
be made by it as part of any Local Currency Borrowing shall not relieve any other Local
Currency Bank of its obligation hereunder to make its Local Currency Advance on the date of
such Local Currency Borrowing, but no Local Currency Bank shall be responsible for the failure
of any other Local Currency Bank to make the Local Currency Advance to be made by such
other Local Currency Bank on the date of any Local Currency Borrowing.

SECTION 2.03C. Terms of Japan Local Currency Facility.

(b) The Japan Local Currency Addendum sets forth (i) the maximum amount
(expressed in Dollar Amount) available to be borrowed from all Japan Local Currency Banks
under the Japan Local Currency Addendum (the “Total Japan Local Currency Commitment”),
which shall not exceed $75,000,000 and (ii) with respect to each Japan Local Currency Bank, the
maximum amount (expressed in Dollar Amount) available to be borrowed from such Japan Local
Currency Bank thereunder (such Bank’s “Japan Local Currency Commitment”). In no event
shall a Japan Local Currency Bank’s Japan Local Currency Commitment (or, if such Japan Local
Currency Bank is also a Local Currency Bank, the sum of its Japan Local Currency Commitment
and its Local Currency Commitment) at any time exceed such Bank’s Commitment.
(a) No Japan Local Currency Advance may be made if the Dollar Amount of (i)
outstanding Japan Local Currency Advances would exceed the Total Japan Local Currency
Commitment, (ii) any Japan Local Currency Bank’s Japan Local Currency Advances would
exceed its Japan Local Currency Commitment, (iii) the outstanding Advances would exceed the
Total Commitment, (iv) the Revolving Credit Obligations would exceed the Total Revolving
Credit Commitment, (v) any Bank’s Revolving Credit Advances, Local Currency Advances and
Japan Local Currency Advances would exceed such Bank’s Commitment, (vi) all Revolving
Credit Advances to CFSC plus the Dollar Amount of all Local Currency Advances and Japan
Local Currency Advances would exceed CFSC’s Allocation at such time, or (vii) any Bank’s
Revolving Credit Advances to CFSC plus such Bank’s Local Currency Advances and Japan
Local Currency Advances at such time would exceed such Bank’s Allocated Commitment for
CFSC at such time.

(b) CFKK and the Japan Local Currency Agent shall furnish to the Agent, promptly
following the making, payment or prepayment of each Japan Local Currency Advance, and at
any other time at the reasonable request of the Agent, a statement setting forth the outstanding
Japan Local Currency Advances made under the Japan Local Currency Addendum.


32
(c) CFKK and the Japan Local Currency Agent shall furnish to the Agent copies of
any amendment, supplement or other modification to the terms of the Japan Local Currency
Addendum promptly after the effectiveness thereof.

(d) CFSC and CFKK may terminate the Japan Local Currency Addendum in their
sole discretion if there are not any Advances outstanding thereunder, by written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, which notice shall
be executed by CFSC, CFKK and, if such consent is required, each Japan Local Currency Bank.

SECTION 2.03D. Making the Japan Local Currency Advances. (a) Each Japan Local
Currency Borrowing shall be made on a Business Day upon notice given by CFKK to the Japan
Local Currency Agent, with a copy to the Agent, such notice to be given at the time specified in
the Japan Local Currency Addendum. Each Japan Local Currency Borrowing shall be in an
aggregate Dollar Amount not less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof and shall consist of Japan Local Currency Advances of the same Type made on
the same day to CFKK by the Japan Local Currency Banks ratably according to their respective
Japan Local Currency Commitments. The Japan Local Currency Agent shall give each Japan
Local Currency Bank prompt notice thereof by facsimile or electronic mail. Each such notice of
a Japan Local Currency Borrowing (a “Notice of Japan Local Currency Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-3 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of
Japan Local Currency Advances comprising such Japan Local Currency Borrowing, (iii) Interest
Period for such Borrowing and (iv) aggregate amount of such Borrowing.

(c) Subject to any alternative procedures set forth in the Japan Local Currency
Addendum, each Japan Local Currency Bank, for the account of its Applicable Lending Office,
shall make such Japan Local Currency Bank’s ratable portion of such Japan Local Currency
Borrowing on the proposed date thereof by wire transfer of immediately available funds to the
Japan Local Currency Agent by the time specified in the Japan Local Currency Addendum or
Notice of Japan Local Currency Borrowing, and the Japan Local Currency Agent shall make
such funds available to CFKK at the applicable Payment Office.

(j) Each Notice of Japan Local Currency Borrowing shall be irrevocable and binding
on CFSC and CFKK. CFSC and CFKK, jointly and severally, shall indemnify each Japan Local
Currency Bank against any loss, cost or expense reasonably incurred by such Japan Local
Currency Bank as a result of any failure to fulfill on or before the date specified in such Notice of
Japan Local Currency Borrowing for such Japan Local Currency Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired by such Japan
Local Currency Bank to fund the Japan Local Currency Advance to be made by such Japan
Local Currency Bank as part of such Japan Local Currency Borrowing when such Japan Local
Currency Advance, as a result of such failure, is not made on such date.

(k) Unless the Japan Local Currency Agent shall have received notice from a Japan
Local Currency Bank prior to the date of any Japan Local Currency Borrowing that such Japan
Local Currency Bank will not make available to the Japan Local Currency Agent such Japan
Local Currency Bank’s ratable portion of such Japan Local Currency Borrowing, the Japan Local
Currency Agent may assume that such Japan Local Currency Bank has made such portion
available to it on the date of such Japan Local Currency Borrowing in accordance with
subsection (b) of this Section 2.03D and it may, in reliance upon such assumption, make (but
shall not be required to make) available to CFKK on such date a corresponding amount. If and
to the extent that such Japan Local Currency Bank shall not have so made such ratable portion
available to the Japan Local Currency Agent, such Japan Local Currency Bank and CFKK
severally agree to repay to the Japan Local Currency Agent forthwith on demand such


33
corresponding amount together with interest thereon, for each day from the date such amount is
made available to CFKK until the date such amount is repaid to the Japan Local Currency Agent
at (i) in the case of CFKK, the interest rate applicable at the time to Japan Local Currency
Advances comprising such Japan Local Currency Borrowing and (ii) in the case of such Japan
Local Currency Bank, the Federal Funds Rate or the Japan Local Currency Agent’s overdraft
cost, if higher. If such Japan Local Currency Bank shall repay to the Japan Local Currency
Agent such corresponding amount, such amount so repaid shall constitute such Japan Local
Currency Bank’s Japan Local Currency Advance as part of such Japan Local Currency
Borrowing for purposes of this Agreement.

(l) The failure of any Japan Local Currency Bank to make the Japan Local Currency
Advance to be made by it as part of any Japan Local Currency Borrowing shall not relieve any
other Japan Local Currency Bank of its obligation hereunder to make its Japan Local Currency
Advance on the date of such Japan Local Currency Borrowing, but no Japan Local Currency
Bank shall be responsible for the failure of any other Japan Local Currency Bank to make the
Japan Local Currency Advance to be made by such other Japan Local Currency Bank on the date
of any Japan Local Currency Borrowing.

SECTION 1.05. Fees. (a) Each of Caterpillar and CFSC shall pay to the Agent, for
the account of each Bank, a fee (each a “Commitment Fee” and collectively, the “Commitment
Fees”) calculated on a daily basis by multiplying the Commitment Fee Rate in effect on each day
by the amount of such Bank’s unused Allocated Commitment for such Borrower as in effect on
such day. The Commitment Fee shall be payable quarterly in arrears, commencing on January 3,
2023 (for the period commencing on the Closing Date and ending on December 31, 2022,
inclusive), on the first Business Day of each calendar quarter thereafter for the period of the
immediately preceding calendar quarter, and on the Facility Termination Date for the period
since the last payment of Commitment Fees. The “Commitment Fee Rate,” as of any date of
determination, shall at all times be determined in accordance with the table set forth on Schedule
II hereto, such rate to change for any Borrower when and as any Credit Rating of such Borrower
changes (and subject to the split-rating rules set forth in the definition of Applicable Margin).
The Commitment Fees allocable to each of Caterpillar and CFSC shall be the several obligation
of each.

(f) The Borrowers shall pay (i) to the Agent, solely for its own account, the fees
specified in the Administrative Agent Fee Letter, dated July 20, 2022, among the Borrowers,
Citibank and the Agent, (ii) to the Agent, for the ratable account of each Bank, or to certain of
the Arrangers, for their own separate accounts, as applicable, the fees specified in the Joint Fee
Letter, in each case on the dates specified therein, and (iii) to the Agent, for the benefit of certain
of the Arrangers, for their own separate accounts, as applicable, the fees specified in the
Arranger Fee Letter, in each case on the date specified therein. No Person other than the Agent,
Citibank, Bank of America, JPMorgan and the Arrangers, as applicable, shall have any interest in
such fees.

SECTION 1.06. Reduction of the Commitments; Bank Additions. (a) Subject to
Section 2.17(c), the Borrowers shall have the right, upon at least three (3) Business Days’ notice
to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective
Commitments and Allocated Commitments of the Banks; provided that the aggregate amount of
the Allocated Commitments of the Banks to (i) Caterpillar shall not be reduced to an amount
which is less than the aggregate principal Dollar Amount of the Advances to Caterpillar then
outstanding and (ii) CFSC shall not be reduced to an amount which is less than the sum of the
aggregate principal Dollar Amount of the Advances to CFSC and the Local Currency Advances
and Japan Local Currency Advances then outstanding, and provided, further, that each partial
reduction shall be in the aggregate amount of $5,000,000 or an integral multiple thereof. Any



34
such reduction of each Bank’s Commitment will be an automatic reduction of such Bank’s
Revolving Credit Commitment in an identical amount.

(m) Notwithstanding the foregoing, upon the acquisition of one Bank by another
Bank, or the merger, consolidation or other combination of any two or more Banks (any such
acquisition, merger, consolidation or other combination being referred to hereinafter as a
“Combination” and each Bank which is a party to such Combination being hereinafter referred to
as a “Combined Bank”), the Borrowers may notify the Agent that they desire to reduce the
Commitment of the Bank surviving such Combination (the “Surviving Bank”) to an amount
equal to the Commitment of that Combined Bank which had the largest Commitment of each of
the Combined Banks party to such Combination (such largest Commitment being the “Surviving
Commitment” and the Commitments of the other Combined Banks being hereinafter referred to,
collectively, as the “Retired Commitments”). If the Majority Banks (determined as set forth
below) and the Agent agree to such reduction in the Surviving Bank’s Commitment, then (i) the
aggregate amount of the Commitments shall be reduced by the Retired Commitments effective
upon the effective date of the Combination, provided, that, on or before such date the Borrowers
have paid in full the outstanding principal amount of the Advances of each of the Combined
Banks other than the Combined Bank whose Commitment is the Surviving Commitment, (ii)
from and after the effective date of such reduction, the Surviving Bank shall have no obligation
with respect to the Retired Commitments, and (iii) the Borrowers shall notify the Agent whether
they wish such reduction to be a permanent reduction or a temporary reduction. If such
reduction is to be a temporary reduction, then the Borrowers shall be responsible for finding one
or more financial institutions (each, a “Replacement Bank”), acceptable to the Agent (such
acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a
Bank hereunder with aggregate Commitments up to the amount of the Retired Commitments.
The Agent may require the Replacement Banks to execute such documents, instruments or
agreements as the Agent deems necessary or desirable to evidence such Replacement Banks’
agreement to become parties hereunder. For purposes of this Section 2.05(b), Majority Banks
shall be determined as if the reduction in the aggregate amount of the Commitments requested by
the Borrowers had occurred (i.e., the Combined Banks shall be deemed to have a single
Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments
shall be deemed to have been reduced by the Retired Commitments).

(n) The Borrowers shall have the right prior to the Revolving Credit Termination
Date, upon at least five (5) Business Days’ notice to the Agent, to add one or more bank or banks
as new Banks hereunder, or to increase the Commitment of any existing Bank with such existing
Bank’s prior written consent, pursuant to the terms hereof (any such addition of a new Bank or
increase in the Commitment of an existing Bank upon the request of the Borrowers pursuant to
this Section 2.05(c) being referred to as a “Bank Addition”); provided that (i) such proposed
Bank, in the case of a bank not already a Bank hereunder, is acceptable to the Agent (the
acceptance of the Agent not to be unreasonably withheld or delayed); (ii) after giving effect to
the proposed Bank Addition, no Bank’s Commitment would exceed 20% of the Total
Commitment; and (iii) after giving effect to the proposed Bank Addition, the Total Commitment
would not exceed 130% of the Total Commitment on (A) the Closing Date, if such Bank
Addition is to occur prior to any Extension Request having been made pursuant to Section
2.16(a) and (B) the date of the most recent Extension Request, if such Bank Addition is to occur
after any Extension Request has been made. Each notice of a proposed Bank Addition (a
“Notice of Bank Addition”) shall be by facsimile or electronic mail, confirmed immediately in
writing, in substantially the form of Exhibit B-5 hereto, specifying therein (i) the name and
address of the proposed Added Bank, (ii) the date on which the Borrowers wish such Bank
Addition to become effective, and (iii) the amount of the Commitment such Added Bank would
have hereunder after giving effect to such Bank Addition. If the conditions set forth in the
proviso contained in the first sentence of this Section 2.05(c) have been satisfied, the Agent shall
forward to such Added Bank and the Borrowers for execution by such Added Bank and the


35
Borrowers an Assumption and Acceptance. The Added Bank shall, upon such execution, return
the executed Assumption and Acceptance to the Agent, for the Agent’s acceptance thereof,
together with a processing and recordation fee of $3,500.

Upon such execution, delivery and acceptance, from and after the effective date specified
in each Assumption and Acceptance, the Added Bank shall, in addition to the rights and
obligations hereunder held by it immediately prior to such effective date (if any), have the rights
and obligations hereunder that have been assumed by it pursuant to such Assumption and
Acceptance and, in the case of a bank not previously a Bank hereunder, shall become a Bank
hereunder.

By executing and delivering an Assumption and Acceptance, each Added Bank confirms
to and agrees with each party hereto as follows: (i) neither the Agent nor any Bank makes any
representation or warranty, nor assumes any responsibility with respect to, any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (ii) neither the Agent nor any Bank
makes any representation or warranty, nor assumes any responsibility with respect to, the
financial condition of any Borrower or the performance or observance by any Borrower of any of
its obligations under this Agreement or any other instrument or document furnished pursuant
hereto.

The Agent shall maintain at its address referred to in Section 8.02 a copy of each
Assumption and Acceptance delivered to and accepted by it. Such copies shall be available for
inspection by the Borrowers or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

Upon its receipt of an Assumption and Acceptance executed by an Added Bank and the
Borrowers, the Agent shall, if such Assumption and Acceptance has been completed and is in
substantially the form of Exhibit C-2 hereto, (i) accept such Assumption and Acceptance, and (ii)
give prompt notice thereof to the Borrowers. Within five (5) Business Days after receipt of such
notice, if requested by an Added Bank, each Borrower, at its own expense, shall execute and
deliver to the Agent a new Note or Notes to the order of such Added Bank. Such new Note or
Notes shall be dated the effective date of such Assumption and Acceptance and shall otherwise
be in substantially the form of Exhibit A hereto.
(o) If there are any Revolving Credit Advances outstanding on the effective date of
any Assumption and Acceptance, the Added Bank shall purchase from the other Banks such
participations in such Revolving Credit Advances as shall be necessary to cause such Added
Bank to share ratably (based on the proportion that such Added Bank’s Revolving Credit
Commitment bears to the Total Revolving Credit Commitment after giving effect to the Bank
Addition) in each such Revolving Credit Advance. To purchase such participations, the Added
Bank shall before 12:00 noon (New York City time) on the effective date of its Assumption and
Acceptance, make available for the account of its Applicable Lending Office to the Agent at its
address referred to in Section 8.02, in the applicable Agreed Currency and in same day funds,
such Added Bank’s ratable portion (based on the proportion that such Added Bank’s Revolving
Credit Commitment (or the increase in such Added Bank’s Revolving Credit Commitment, in the
case of an Added Bank which is an existing Bank hereunder) bears to the Total Revolving Credit
Commitment after giving effect to the Bank Addition) of each Revolving Credit Borrowing then
outstanding, together with an amount equal to such ratable portion of the interest which has
accrued to such date and remains unpaid on such Revolving Credit Borrowing. After the Agent’s
receipt of such funds, the Agent will promptly make such same day funds available to the
account of each Bank in an amount to such Bank’s ratable portion of such payment by the Added
Bank. In addition, if such Added Bank acquires a Local Currency Commitment or a Japan Local


36
Currency Commitment, automatically upon and simultaneously with becoming an Added Bank,
such Added Bank shall have acquired a ratable risk participation in all then outstanding Local
Currency Advances or Japan Local Currency Advances, as applicable, with such ratable risk
participation based on such Added Bank’s Local Currency Commitment or Japan Local
Currency Commitment as a fraction of the aggregate of all Local Currency Commitments or
Japan Local Currency Commitments, as applicable.

SECTION 1.07. Repayment of Advances. Each Borrower shall repay the principal
amount (or the portion thereof remaining after giving effect to any earlier partial prepayments
thereof) of each Advance made to such Borrower by each Bank on the last day of the Interest
Period for such Advance. RFR Advances shall be repaid on the RFR Interest Payment Date
therefor.

SECTION 1.08. Interest on Advances. Each Borrower shall pay interest on the
unpaid principal amount of each Advance made to such Borrower by each Bank from the date of
such Advance until such principal amount shall be paid in full, at the following rates per annum:

(d) Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the Base Rate in
effect from time to time plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period (or, with respect to any portion thereof that shall be prepaid
pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the
date of such prepayment); or if such Advance is a Japan Base Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the Japan Base Rate
in effect from time to time plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period (or with respect to any portion thereof that shall be prepaid
pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement or the
Japan Local Currency Addendum, on the date of such prepayment).

(e) Term SOFR Advances and EURIBOR Rate Advances. If such Advance is a
Term SOFR Advance or a EURIBOR Rate Advance, a rate per annum equal at all times during
the Interest Period for such Advance to the sum of Adjusted Term SOFR or EURIBOR Rate, as
applicable, for such Advance for such Interest Period plus the Applicable Margin in effect from
time to time, payable on the last day of such Interest Period (or, with respect to any portion
thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms
of this Agreement, on the date of such prepayment) and, if such Interest Period has a duration of
more than three months, on the day which occurs during such Interest Period three months from
the first day of such Interest Period.

(f) RFR Advances. If such Advance is an RFR Advance, a rate per annum equal at
all times while such Advance is outstanding to the sum of the Daily Simple RFR in effect from
time to time for such RFR Advance plus the Applicable Margin in effect from time to time,
payable on each RFR Interest Payment Date while such RFR Advance is outstanding (or, with
respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in
accordance with the terms of this Agreement, on the date of such prepayment).

(g) Post-Default Interest. Upon the occurrence, and during the continuance, of any
Event of Default, the unpaid principal amount of each Advance shall bear interest at a rate per
annum equal at all times to 2% per annum above the rate per annum otherwise required to be
paid on such Advance in accordance with subsection (a), (b) or (c) above; provided that any
amount of principal which is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is due until such amount is
paid in full, payable on demand, at a rate per annum equal at all times to the greater of (x) 2% per
annum above the Base Rate in effect from time to time and (y) 2% per annum above the rate per


37
annum required to be paid on such Advance immediately prior to the date on which such amount
became due.

SECTION 1.09. Interest Rate Determination. The Agent shall give prompt notice
to the Borrowers and the Banks (or the Local Currency Banks or Japan Local Currency Banks, as
applicable) of the applicable interest rate determined by the Agent for purposes of Section
2.07(a), (b) or (d) (or by each Japan Local Currency Bank for the purpose of determining the
applicable interest rate under Section 2.07(c) and (d), if applicable). With respect to RFR
Advances under Section 2.07(c), the Agent, in the applicable notice, shall provide the Borrowers
and the Banks (or the Local Currency Banks or Japan Local Currency Banks, as applicable) with
the amount of interest accrued and due and payable on the applicable RFR Interest Payment Date
for such RFR Advance.

SECTION 1.010. Prepayments of Advances.

(p) Any Borrower may, upon at least three (3) Business Days’ prior notice to the
Agent, stating (i) the proposed date and aggregate principal amount of the prepayment and (ii)
the Advances (which shall be part of the same Borrowing) to which such prepayment is to be
applied, and if such notice is given such Borrower shall, prepay the outstanding principal
amounts of the Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate principal Dollar
Amount of not less than $10,000,000 and in an integral Dollar Amount multiple of $1,000,000 in
excess thereof and (y) in the case of any such prepayment of a Term SOFR Advance or a
EURIBOR Rate Advance or an RFR Advance, such Borrower shall be obligated to reimburse the
applicable Banks in respect thereof pursuant to Section 8.04(b).

(q) If on any date that the Dollar Amount of (i) EURIBOR Rate Advances or RFR
Advances outstanding in an Agreed Currency, (ii) Local Currency Advances or (iii) Japan Local
Currency Advances, is determined pursuant to Section 2.15 (each such date, a “Computation
Date”), it is determined that as a result of currency fluctuations with respect to the Advances to
which such Computation Date applies, the aggregate Dollar Amount of (x) all outstanding
Advances exceeds the Total Commitment, or (y) all outstanding Revolving Credit Obligations
exceeds the Total Revolving Credit Commitment, the Borrowers shall on such date prepay
(without premium or penalty other than any payment required pursuant to Section 8.04(b)) an
aggregate principal amount of Revolving Credit Advances ratably to the Banks in an amount
equal to or, at the option of the Borrowers, greater than such excess, with accrued interest to the
date of such prepayment on the principal amount prepaid. For purposes of the determination
referred to in the previous sentence, if a Disqualifying Event of the type described in clause (ii)
of the definition of “Eligible Currency” exists, then such determination shall be made in
consultation with the Co-Syndication Agents using any method they deem reasonably
appropriate, and such determination shall be conclusive. The Borrowers may determine which
Borrowing such prepayment shall be allocated to, and any such prepayment of EURIBOR Rate
Advances or RFR Advances shall be subject to the provisions of Section 8.04(b).

SECTION 1.10. Increased Costs; Capital Adequacy; Illegality.

(a) If, due to either (i) the introduction of or any change (other than any change by
way of imposition or increase of reserve requirements, in the case of EURIBOR Rate Advances,
to the extent already included in the EURIBOR Rate Reserve Percentage) in or in the
interpretation of any law or regulation or (ii) the compliance with any guideline or request from
any central bank or other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to any Bank of agreeing to make or making, funding or
maintaining Term SOFR Advances, EURIBOR Rate Advances or RFR Advances, then the


38
applicable Borrower shall from time to time, upon written demand by such Bank (with a copy of
such demand to the Agent), pay to the Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost; provided, that (x) such Bank shall
have certified in writing to the applicable Borrower that it is generally seeking, or intends to
generally seek, comparable compensation from similarly situated borrowers under similar credit
facilities (to the extent such Bank has the right under such similar credit facilities to do so) with
respect to such change regarding such increased cost and (y) such additional amounts shall not be
duplicative of any amounts to the extent otherwise paid by the applicable Borrower under any
other provision of this Agreement (including, without limitation, any reserve requirements
included in determining the EURIBOR Rate). A certificate describing in reasonable detail the
amount of such increased cost, submitted to the Borrowers and the Agent by such Bank, shall
create a rebuttable presumption of such increased cost. If any such increase in cost is attributable
to specific Advances made to a particular Borrower, compensation for such increased cost shall
be paid by such Borrower (or if such Borrower is CIF or CFKK, by CFSC). In all other cases,
compensation for such increased cost shall be paid by Caterpillar.

(b) If any Bank determines that compliance with any law or regulation or any
guideline or request from any central bank or other Governmental Authority (whether or not
having the force of law) affects or would affect the amount of capital or liquidity required or
expected to be maintained by such Bank or by any Person controlling such Bank and that the
amount of such capital or liquidity requirement is increased by or based upon the existence of
such Bank’s Advances or commitment to lend hereunder, then, upon written demand by such
Bank (with a copy of such demand to the Agent), the applicable Borrower shall immediately pay
to the Agent for the account of such Bank, from time to time as specified by such Bank,
additional amounts sufficient to compensate such Bank (or, if applicable, such Person controlling
such Bank) in the light of such circumstances, to the extent that such Bank reasonably
determines such increase in capital or liquidity requirement to be allocable to the existence of
such Bank’s commitment to lend hereunder; provided, that (x) such Bank shall have certified in
writing to the applicable Borrower that it is generally seeking, or intends to generally seek,
comparable compensation from similarly situated borrowers under similar credit facilities (to the
extent such Bank has the right under such similar credit facilities to do so) with respect to such
change regarding such increased cost and (y) such additional amounts shall not be duplicative of
any amounts to the extent otherwise paid by the applicable Borrower under any other provision
of this Agreement (including, without limitation, any reserve requirements included in
determining the EURIBOR Rate). A certificate describing in reasonable detail such amounts
submitted to the applicable Borrower by such Bank shall create a rebuttable presumption of such
amounts. If any such increase in capital or liquidity requirement is attributable to specific
Advances made to a particular Borrower or to the Allocated Commitments to a particular
Borrower or Borrowers, compensation for such increase in capital or liquidity requirement shall
be paid by such Borrower (or if such Borrower is CIF or CFKK, by CFSC). In all other cases,
compensation for such increased capital or liquidity requirement shall be paid by Caterpillar.

(c) If any Bank shall notify the Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful, for such Bank or its Euro Lending Office or
RFR Lending Office to perform its obligations hereunder to make Local Currency Advances,
RFR Advances, EURIBOR Rate Advances or Term SOFR Advances or to fund or maintain
Local Currency Advances, RFR Advances, Term SOFR Advances or EURIBOR Rate Advances
hereunder, (i) all Local Currency Advances, RFR Advances, EURIBOR Rate Advances and
Term SOFR Advances of such Bank to any Borrower then outstanding shall be Redenominated
into Dollars and begin bearing interest at the Base Rate (or in the case of RFR Advances
denominated in Japanese Yen, be maintained in Japanese Yen but begin bearing interest at the
Japan Base Rate) for the Interest Period selected by such Borrower in accordance with the
procedures of Section 2.02(a) or Section 2.03(a), notwithstanding any prior election by such


39
Borrower to the contrary, either (x) one Business Day after such notice, or (y) if such Bank may
lawfully continue to maintain and fund such Advances at the applicable EURIBOR Rate or Term
SOFR to a later day during such Interest Period, on such later day (in which case such Borrower
shall in addition reimburse such Bank for any resulting losses as provided in Section 8.04(b)) and
(ii) the obligation of such Bank to make Local Currency Advances, RFR Advances, EURIBOR
Rate Advances or Term SOFR Advances, as applicable, shall be suspended until such Bank shall
notify the Agent that the circumstances causing such suspension no longer exist, and until such
notification has been given (i) in the case of Local Currency Advances, RFR Advances,
EURIBOR Rate Advances or Term SOFR Advances, such Bank shall fund its Local Currency
Advance made in connection with each Local Currency Borrowing and Revolving Credit
Advance made in connection with each Revolving Credit Borrowing comprised of EURIBOR
Rate Advances, Term SOFR Advances or RFR Advances as a Base Rate Advance, and (ii) in the
case of a Japan Local Currency Advance, the Japan Local Currency Banks shall fund each Japan
Local Currency Borrowing with Japan Base Rate Advances.

(d) If the Majority Banks (or the Majority Local Currency Banks, as applicable) shall,
at least one (1) Business Day before the requested date of, or the proposed Conversion,
Redenomination or continuation of the Advances comprising all or part of, any requested
Revolving Credit Borrowing or Local Currency Borrowing (or on the date of such Local
Currency Borrowing, in the case of a Same Day Local Currency Borrowing), notify the Agent
that Term SOFR for Term SOFR Advances, the EURIBOR Rate for EURIBOR Rate Advances,
or Daily Simple RFR for the RFR Advances comprising such Borrowing will not adequately
reflect the cost to such Majority Banks (or such Majority Local Currency Banks, as applicable)
of making or funding their respective Term SOFR Advances, EURIBOR Rate Advances or RFR
Advances for such Revolving Credit Borrowing or Local Currency Borrowing, the Agent shall
so notify the Borrowers, and (1) each such outstanding Term SOFR Advance or EURIBOR Rate
Advance, as applicable, will automatically, on the last day of the then existing Interest Period
therefor, Convert into (or if such Advance is then a Base Rate Advance, shall continue as), and
with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a
Base Rate Advance, (2) each such outstanding RFR Advance will automatically, on the day such
notice is delivered, Convert into, and with respect to a requested Advance as part of a requested
Borrowing, such Advance shall be, a Base Rate Advance, and (3) the right of the requesting
Borrower to select Term SOFR, the EURIBOR Rate or RFR for such Borrowing, and the right of
any Borrower to Convert Advances into, or continue Advances as, Term SOFR Advances,
EURIBOR Rate Advances or RFR Advances, or to select Term SOFR, the EURIBOR Rate or
RFR for any subsequent Borrowing, shall be suspended until the Agent shall notify the
Borrowers and the Banks that the circumstances causing such suspension no longer exist, and
each Advance comprising such Borrowing shall be a Base Rate Advance.

(e) If the Majority Japan Local Currency Banks shall, at least one (1) Business Day
before the requested date of, or the proposed Conversion or continuation of the Advances
comprising all or part of any requested Japan Local Currency Borrowing (or on the date of such
Borrowing if it is being requested on a same-day basis), notify the Japan Local Currency Agent
that TONAR for TONAR Advances comprising such Borrowing will not adequately reflect the
cost to such Majority Japan Local Currency Banks of making or funding their respective
TONAR Advances for such Japan Local Currency Borrowing, the Japan Local Currency Agent
shall so notify CFKK and (1) each such outstanding TONAR Advance will automatically, on the
day such notice is delivered, Convert (or if such Advance is then a Japan Base Rate Advance,
shall continue as), and with respect to a requested Japan Local Currency Advance as part of a
requested Borrowing, such Japan Local Currency Advance shall be a Japan Base Rate Advance,
and (2) the right of CFKK to select TONAR for such Borrowing, and the right of CFKK to
Convert Advances into, or continue Advances as, TONAR Advances, or select TONAR for any
subsequent Borrowing, shall be suspended until the Japan Local Currency Agent shall notify the
Borrowers and the Japan Local Currency Banks that the circumstances causing such suspension


40
no longer exist, and each Advance comprising such Borrowing shall be a Japan Base Rate
Advance.

(f) In the event that a Bank (an “Affected Bank”) either demands payment from any
Borrower at any time pursuant to subsection (a) or (b) of this Section 2.10 or fails to consent to
any extension of the Current Termination Date requested by the Borrowers under Section 2.16,
then from such time and for so long thereafter as such Bank remains an Affected Bank, the
Borrowers may either (1) terminate such Affected Bank’s Commitment hereunder or (2) replace
such Affected Bank with another bank or banks acceptable to the Agent (the consent of the
Agent not to be unreasonably withheld or delayed); provided that (i) no Event of Default has
occurred and is continuing at such time, (ii) in the case of clause (2), the Affected Bank and the
replacement bank(s) execute and deliver to the Agent an Assignment and Acceptance and such
other documents, agreements and instruments as the Agent may reasonably require in order to
effectuate the assumption by such replacement bank(s) of the Affected Bank’s obligations
hereunder, and (iii) the Affected Bank has been paid all amounts due to it hereunder. In no event
shall the replacement of an Affected Bank impair or otherwise affect the obligation of the
applicable Borrower or Borrowers to make the payments demanded by such Affected Bank
pursuant to this Section 2.10 and, if applicable, Section 8.04(b).

(g) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives relating to
capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a change in law and be eligible for redress pursuant to clause (a), (b) and (c), as applicable,
of this Section 2.10, regardless of the date enacted, adopted or issued.

SECTION 1.1.Payments and Computations.

(h) The Borrowers shall make each payment hereunder and under the Notes (except
with respect to principal of, interest on, and other amounts relating to Local Currency Advances,
Japan Local Currency Advances or Advances denominated in an Agreed Currency other than
Dollars), without set-off, deduction, or counterclaim, not later than 11:00 A.M. (New York City
time) on the day when due in Dollars to the Agent in same day funds by deposit of such funds to
the Agent’s account maintained at the Payment Office for Dollars in New York City. The
Borrowers shall make each payment hereunder and under the Notes with respect to principal of,
interest on, and other amounts relating to Advances (other than Local Currency Advances or
Japan Local Currency Advances) denominated in an Agreed Currency other than Dollars,
without set-off, deduction, or counterclaim, not later than 11:00 A.M. (London time) on the day
when due in such Agreed Currency to the Agent in same day funds by deposit of such funds to
the Agent’s account maintained at the Payment Office for such Agreed Currency. CIF shall
make each payment under the Local Currency Addendum with respect to principal of, interest
on, and other amounts relating to Local Currency Advances without set-off, deduction, or
counterclaim, not later than 11:00 a.m. (London time) on the day when due in the applicable
Local Currency to the Agent (or in the case of a Same Day Local Currency Advance, the Local
Currency Agent) in same day funds by deposit of such funds to the Agent’s or the Local
Currency Agent’s, as applicable, account maintained at the Payment Office for such Local
Currency. CFKK shall make each payment under the Japan Local Currency Addendum with
respect to principal of, interest on, and other amounts relating to Japan Local Currency
Advances, without set-off, deduction, or counterclaim, not later than 11:00 a.m. (Tokyo time) on
the day when due in Japanese Yen to the Japan Local Currency Agent in same day funds by
deposit of such funds to the Japan Local Currency Agent’s account at the Payment Office set
forth in the Japan Local Currency Addendum. The Agent, the Local Currency Agent or the


41
Japan Local Currency Agent, as applicable, will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or fees ratably (other than amounts payable
pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04) to the applicable Banks for the account
of their respective Applicable Lending Offices, and like funds relating to the payment of any
other amount payable to any Bank to such Bank for the account of its Applicable Lending Office,
in each case to be applied in accordance with the terms of this Agreement. For the avoidance of
doubt and notwithstanding the foregoing, if an event of the type described in clause (i) of the
definition of “Eligible Currency” is continuing, any principal or interest in respect of any
Advances made in such currency may be repaid in Dollars.

(i) All computations of interest based on the Base Rate determined pursuant to clause
(a) or (b) of the definition thereof shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be; all computations of interest on Advances in Pounds Sterling and
Japanese Yen shall be made on the basis of a year of 365 or 366 days, as the case may be; and all
computations of interest based on the EURIBOR Rate, Term SOFR or the Federal Funds Rate,
and all computations of the Commitment Fees shall be made by the Agent on the basis of a year
of 360 days, in each case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or Commitment Fees are payable. Each
determination by the Agent, the Local Currency Agent or the Japan Local Currency Agent, as the
case may be, of an interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

(j) Whenever any payment hereunder or under the Notes shall be stated to be due on
a day other than a Business Day (including any RFR Interest Payment Date), such payment shall
be made on the next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or Commitment Fees, as the case may be;
provided, however, if such extension would cause payment of interest on or principal of Term
SOFR Advances, EURIBOR Rate Advances or RFR Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day and such
contraction of time shall in such case reduce the days included in the computation of payment of
interest.

(k) Unless the Agent shall have received notice from a Borrower prior to the date on
which any payment is due to the Banks hereunder that such Borrower will not make such
payment in full, the Agent may assume that such Borrower has made such payment in full to the
Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed
to each Bank on such due date an amount equal to the amount then due such Bank. If and to the
extent that such Borrower shall not have so made such payment in full to the Agent, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such Bank together
with interest thereon, for each day from the date such amount is distributed to such Bank until
the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

SECTION 1.1.Taxes. (a) Any and all payments by any of the Borrowers hereunder,
under the Local Currency Addendum, under the Japan Local Currency Addendum or under each
of the Notes shall be made, in accordance with Section 2.11, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank, the
Local Currency Agent, the Japan Local Currency Agent and the Agent, (i) taxes imposed on its
net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such
Bank, the Local Currency Agent, the Japan Local Currency Agent or the Agent (as the case may
be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed
on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s Applicable
Lending Office or any political subdivision thereof and (ii) any U.S. federal withholding taxes
imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges,


42
withholdings and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable hereunder, under the
Local Currency Addendum, under the Japan Local Currency Addendum or under any Note to
any Bank, the Local Currency Agent, the Japan Local Currency Agent or the Agent, (i) the sum
payable by such Borrower shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this
Section 2.12) such Bank, the Local Currency Agent, the Japan Local Currency Agent or the
Agent (as the case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Borrower shall make such deductions and (iii) such
Borrower shall pay the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

(l) In addition, the Borrowers agree to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder, under the Local Currency Addendum, under the Japan Local
Currency Addendum or under the Notes or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, the Local Currency Addendum, the Japan Local
Currency Addendum or the Notes (hereinafter referred to as “Other Taxes”). If any such Other
Taxes are attributable to a specific Borrower, they shall be paid by such Borrower (or in the case
of CFKK or CIF, by CFSC). In all other cases, they shall be paid by Caterpillar.

(m) Each Borrower will indemnify each Bank, the Local Currency Agent, the Japan
Local Currency Agent and the Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.12) paid by such Bank, the Local Currency Agent, the Japan Local Currency
Agent or the Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall be made within
30 days from the date such Bank, the Local Currency Agent, the Japan Local Currency Agent or
the Agent (as the case may be) makes written demand therefor.

(n) Within 30 days after the date of any payment of Taxes, the Borrower paying such
Taxes will furnish to the Agent, at its address referred to in Section 8.02, a copy of a receipt
evidencing payment thereof; provided, however, that such copy shall be furnished solely for the
purpose of enabling the Agent to verify the payment of such Taxes by such Borrower as required
above. If no Taxes are payable in respect of any payment hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under the Notes, the Borrowers will
furnish to the Agent, at such address, a certificate from each appropriate taxing authority, or an
opinion of counsel acceptable to the Agent, in either case stating that such payment is exempt
from or not subject to Taxes; provided, however, that if any Bank, the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as a recipient of payments called for hereunder, shall
be exempt from or entitled to a reduced rate of any Taxes, particularly those imposed by way of
withholding, whether by virtue of the provisions of a relevant treaty or otherwise, it shall be
incumbent upon such Bank, the Agent, the Local Currency Agent or the Japan Local Currency
Agent to (a) so inform the Borrowers, (b) furnish to the Borrowers whatever certification or other
documentation may be required by law or regulation to establish such exemption or reduced rate,
and (c) cooperate with the Borrowers in any and all other respects to the extent necessary to
establish such exemption or eligibility for reduced rate.

(o) Any Bank whose Advances have resulted in the imposition of Taxes shall use its
best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such
steps as would eliminate or reduce the amount of such Taxes; provided that no such steps shall
be required to be taken if, in the reasonable judgment of such Bank, such steps would be
disadvantageous to such Bank.



43
(p) Without prejudice to the survival of any other agreement of the Borrowers
hereunder, the agreements and obligations of the Borrowers contained in this Section 2.12 shall
survive the payment in full of principal and interest hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum and under the Notes.

(q) For purposes of determining withholding Taxes imposed under FATCA, from and
after the effective date of this Agreement, the Borrowers and the Agent shall treat (and the Banks
hereby authorize the Agent to treat) the Advances as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 1.2.Sharing of Payments, Etc. If any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of
the Revolving Credit Advances made by it (other than pursuant to Sections 2.02(c), 2.05(d),
2.10, 2.12 or 8.04) in excess of its ratable share of payments on account of the Revolving Credit
Advances obtained by all the Banks, such Bank shall forthwith notify the Agent thereof and
purchase from the other Banks such participations in the Revolving Credit Advances made by
them as shall be necessary to cause such purchasing Bank to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank shall be
rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of
such recovery together with an amount equal to such Bank’s ratable share (according to the
proportion of (i) the amount of such Bank’s required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. Each Borrower agrees that any
Bank so purchasing a participation from another Bank pursuant to this Section 2.13 may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of setoff)
with respect to such participation as fully as if such Bank were the direct creditor of such
Borrower in the amount of such participation.

SECTION 1.3.Tax Forms. Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code), other than any Local Currency Bank or Japan Local
Currency Bank that is an Affiliate, branch or agency of a Bank, shall submit to the Borrowers
and the Agent, on or before the Closing Date (or in the case of any Person becoming a Bank
hereunder pursuant to Section 2.05(c) or Section 8.07, on or before the date of acceptance by the
Agent of the applicable Assumption and Acceptance or Assignment and Acceptance), duly
completed and signed copies of either Form W-8BEN or Form W-8BEN-E (relating to such
Bank and entitling it to a complete exemption from withholding on all amounts to be received by
such Bank at any Applicable Lending Office designated by such Bank, including fees, under this
Agreement) or Form W-8 ECI (relating to all amounts to be received by such Bank at any
Applicable Lending Office designated by such Bank, including fees, under this Agreement) of
the United States Internal Revenue Service and Form W-8BEN or Form W-8BEN-E (relating to
the foreign status exemption from United States federal income tax backup withholding), or, in
any such case, such successor forms as shall be adopted from time to time by the relevant United
States taxing authorities. Thereafter and from time to time, each such Bank shall, to the extent
that it may lawfully do so, submit to the Borrowers and the Agent such additional duly
completed and signed copies of one or the other of such forms (or such successor forms as shall
be adopted from time to time by the relevant United States taxing authorities) as may be (i)
requested by the Borrowers or the Agent from such Bank and (ii) required under then current
United States law or regulations to determine the United States withholding taxes on payment in
respect of all amounts to be received by such Bank at any Applicable Lending Office designated
by such Bank, including fees, under this Agreement. Upon the request of the Borrowers or the
Agent, each Bank that is a United States person (as such term is defined in Section 7701(a)(30)
of the Code) shall submit to the Borrowers and the Agent a certificate to the effect that it is such
a United States person. If any Bank determines that it is unable to submit to the Borrowers and


44
the Agent any form or certificate that such Bank is obligated to submit pursuant to this Section
2.14, or that such Bank is required to withdraw or cancel any such form or certificate previously
submitted, such Bank shall promptly notify the Borrower and the Agent of such fact. In addition,
if a payment made to a Bank hereunder, under the Local Currency Addendum, under the Japan
Local Currency Addendum or under any of the Notes would be subject to U.S. federal
withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Bank shall deliver to the Borrowers and the Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrowers or the
Agent such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with
their obligations under FATCA and to determine that such Bank has complied with such Bank’s
obligations under FATCA or to determine the amount to deduct and withhold from such
payment. Solely for purposes of this Section 2.14, “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.

SECTION 1.4.Market Disruption; Denomination of Amounts in Dollars.

(r) Market Disruption. Notwithstanding the satisfaction of all conditions referred to
in Article III and this Article II with respect to any Borrowing in any Agreed Currency other than
Dollars, if there shall occur on or prior to the date of such Borrowing, or the continuation,
Conversion or Redenomination of such Borrowing in or to an Agreed Currency other than
Dollars, any change in national or international financial, political or economic conditions or
currency exchange rates, exchange controls or interest rate quotation sources which would (i) in
the reasonable opinion of the Borrowers, the Majority Local Currency Banks (in the case of a
Local Currency Borrowing), the Agent or the Banks having at least 66-2/3% of the Available
Revolving Credit Commitments, in the case of a Revolving Credit Borrowing, make it
impracticable for EURIBOR Rate Advances or RFR Advances comprising such Borrowing to be
denominated in the Agreed Currency specified by the applicable Borrower, then the Agent shall
forthwith give notice thereof to such Borrower, the Local Currency Banks and the Banks, or the
applicable Borrower shall give notice to the Agent, the Local Currency Banks and the Banks, as
the case may be, and such EURIBOR Rate Advances or RFR Advances shall not be denominated
in such currency but shall be made on the date of such Borrowing, or continued, Converted or
Redenominated, as applicable, on the date of such continuation, Conversion or Redenomination,
in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Notice of Borrowing, or the Dollar Amount of the
Advances being continued, Converted or Redenominated, as applicable, as Base Rate Advances,
unless the applicable Borrower notifies the Agent at least one (1) Business Day before such date
that (x) in the case of a requested Borrowing, it elects not to borrow on such date or (y) in the
case of a requested Borrowing, continuation, Conversion or Redenomination, it elects to borrow
on such date in a different Agreed Currency, or continue the applicable Advances in, or Convert
or Redenominate the applicable Advances to, a different Agreed Currency, in which the
denomination of such Advances would in the opinion of the Agent, the Majority Local Currency
Banks (in the case of a Local Currency Borrowing) or the Banks having at least 66-2/3% of the
Available Revolving Credit Commitments, in the case of a Revolving Credit Borrowing, be
practicable and in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Notice of Borrowing, or the Dollar Amount of the
Advances being continued, Converted or Redenominated, as applicable, or (ii) in the reasonable
opinion of any Bank, make it impracticable for the EURIBOR Rate Advance or RFR Advance of
such Bank comprising part of such Borrowing to be denominated in the Agreed Currency
specified by the applicable Borrower, then the Agent shall forthwith give notice thereof to such
Borrower, and the EURIBOR Rate Advance or RFR Advance of such Bank as part of such
Borrowing shall not be denominated in such currency but shall be made on the date of such


45
Borrowing, or continued, Converted or Redenominated, as applicable, in Dollars, in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount of such Bank’s
Advance, as a Base Rate Advance, unless the applicable Borrower notifies the Agent at least one
(1) Business Day before such date that (x) in the case of a requested Borrowing, it elects not to
borrow on such date or (y) in the case of a requested Borrowing, continuation, Conversion or
Redenomination, it elects to borrow on such date in a different Agreed Currency, or continue the
applicable Advances as, or Convert or Redenominate the applicable Advances to a different
Agreed Currency, in which the denomination of all such Advances as part of such Borrowing
would in the opinion of the Agent, the Majority Local Currency Banks (in the case of a Local
Currency Borrowing) or the Banks having at least 66-2/3% of the Available Revolving Credit
Commitments, in the case of a Revolving Credit Borrowing, be practicable and in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount specified in the
related Notice of Borrowing or the Dollar Amount of the Advances being continued, Converted
or Redenominated, as applicable.

(s) Calculation of Amounts. Except as set forth below, all amounts referenced in this
Article II shall be calculated using the Dollar Amount determined based upon the Equivalent
Amount in effect as of the date of any determination thereof; provided, however, that to the
extent any Borrower shall be obligated hereunder to pay in Dollars any Borrowing denominated
in a currency other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Borrowing (calculated based upon the Equivalent Amount in effect on the date of payment
thereof). Notwithstanding anything herein to the contrary, the full risk of currency fluctuations
shall be borne by the Borrowers and the Borrowers agree to indemnify and hold harmless each
Local Currency Bank, each Japan Local Currency Bank, the Agent and the Banks from and
against any loss resulting from any Borrowing denominated in a currency other than in Dollars.

(t) Benchmark Replacement Setting. Notwithstanding anything to the contrary
herein or in any other Loan Document:

(i) Replacing Other and Future Benchmarks. Upon the occurrence of a
Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of any such
Benchmark as follows. If such Benchmark Replacement is determined under clause (1)
of the definition thereof, then, on the Benchmark Replacement Date therefor, such
Benchmark Replacement will replace such Benchmark without any amendment to, or
further action or consent of any other party to, this Agreement or any Loan Document as
of such Benchmark Replacement Date. If such Benchmark Replacement is determined
under clause (2) of the definition thereof, then such Benchmark Replacement will replace
such Benchmark at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Banks without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Banks comprising the Majority Banks or the
Benchmark Replacement will replace such Benchmark for all purposes hereunder and
under any Loan Document in respect of any setting of such Benchmark on such day and
all subsequent settings without any amendment to, or further action or consent of any
other party to this Agreement or any other Loan Document. At any time that the
administrator of any then-current Benchmark has permanently or indefinitely ceased to
provide such Benchmark (including, without limitation, any RFR then in effect) or such
Benchmark has been announced by the regulatory supervisor for the administrator or the
administrator of such Benchmark pursuant to public statement or publication of
information to be no longer representative and will not be restored (including, without
limitation, any RFR then in effect), (A) with respect to amounts denominated in Dollars,
the Borrowers may revoke any request for a Borrowing of, Conversion to or continuation


46
of Advances to be made, Converted or continued that would bear interest by reference to
such Benchmark until the Borrowers’ receipt of notice from the Agent that a Benchmark
Replacement has replaced such Benchmark, and, failing that, the Borrowers will be
deemed to have Converted any such request into a request for a Borrowing of or
Conversion to Base Rate Advances and (B) with respect to amounts denominated in any
Agreed Currency other than Dollars, the obligation of the Banks to make or maintain
Advances referencing such Benchmark in the affected Agreed Currency shall be
suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and
any outstanding Advances in such Agreed Currency shall immediately or, in the case of a
term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a
Base Rate Advance denominated in Dollars. During the period referenced in the
foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such
component will not be used in any determination of the Base Rate.

(ii) Benchmark Replacement Conforming Changes. In connection with the
implementation and administration of Adjusted Term SOFR or any Benchmark
Replacement, the Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any further action or
consent of any other party to this Agreement.

(iii) Notices; Standards for Decisions and Determinations. The Agent will
promptly notify the Borrowers and the Banks of (A) the implementation of any
Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement
Conforming Changes. For the avoidance of doubt, any notice required to be delivered by
the Agent as set forth in this Section titled “Benchmark Replacement Setting” may be
provided, at the option of the Agent (in its sole discretion), in one or more notices and
may be delivered together with, or as part of any amendment which implements any
Benchmark Replacement or Benchmark Replacement Conforming Changes. Any
determination, decision or election that may be made by the Agent or, if applicable, any
Bank (or group of Banks) pursuant to this Section, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action, will be
conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party hereto, except, in each case, as
expressly required pursuant to this Section titled “Benchmark Replacement Setting”.

(iv) Unavailability of Tenor of Benchmark. At any time (including in
connection with the implementation of any Benchmark Replacement), (A) if any then-
current Benchmark is a term rate (including Term SOFR), then the Agent may remove
any tenor of such Benchmark that is unavailable or non-representative for Benchmark
(including Benchmark Replacement) settings and (B) the Agent may reinstate any such
previously removed tenor for Benchmark (including Benchmark Replacement) settings.

SECTION 1.5.Extensions of the Commitments.

(u) During the period from the date that is 60 days prior to the Current Termination
Date to the date that is 32 days prior to each anniversary of the Closing Date, the Borrowers may,
by written notice (an “Extension Request”) given to the Agent, request that the Current
Termination Date be extended. Each such Extension Request shall contemplate an extension of
the Current Termination Date to a date that is one year after the Current Termination Date then in
effect (or if such date is not a Business Day, the immediately preceding Business Day).



47
(v) The Agent shall promptly advise each Bank, including each Local Currency Bank
and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may,
in its sole discretion, consent to a requested extension by giving written notice thereof to the
Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately
preceding the date that is 31 days after the date of the Extension Request but no more than 45
days prior to the next anniversary of the Closing Date. Failure on the part of any Bank to
respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed
to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments
at the time of the issuance of any Extension Request shall consent in writing to the requested
extension, such request shall be granted with respect to each consenting Bank; provided,
however, that no such consent shall be granted in connection with (i) Local Currency Advances
unless Local Currency Banks having at least 50% of the Local Currency Commitments at the
time of issuance of any Extension Request shall consent in writing to the requested extension and
(ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of
the Japan Local Currency Commitments at the time of issuance of any Extension Request shall
consent in writing to the requested extension. Promptly following the opening of business on the
first Business Day following the applicable Extension Confirmation Date, the Agent shall notify
the Borrowers in writing as to whether the requested extension has been granted (such written
notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become
effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly
thereafter provide a copy of such Extension Confirmation Notice to each Bank.

(w) Each Extension Confirmation Notice shall specify therein the date to which the
Current Termination Date is to be extended in respect of each of the consenting Banks, which
date shall be one year after the Current Termination Date then in effect (or if such date is not a
Business Day, the immediately preceding Business Day) (such date being referred to herein as
the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks
which shall have denied such requested extension in writing, or which shall have failed to
respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the
minimum number of Banks specified above shall consent in writing to such Extension Request,
shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”).
The Current Termination Date with respect to those Banks which shall have consented to the
applicable Extension Request, in the event that the requisite number of Banks specified above
shall consent in writing to such Extension Request, shall continue to be the Earlier Termination
Date until the end of the day immediately preceding the Current Termination Date then in effect
at which time the Current Termination Date then in effect shall become the Extended
Termination Date provided for in such Extension Confirmation Notice.

(x) If fewer than all of the Banks agree to any extension of the Current Termination
Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made
or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after
the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan
Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks
hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of
Borrowings made on the Earlier Termination Date from the Banks having agreed to such
extension or from other sources) and (iii) the Commitment, Local Currency Commitment or
Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to
such extension shall terminate on the Earlier Termination Date, and such Bank shall have no
further obligation hereunder other than in respect of obligations expressly contemplated herein to
survive the termination of this Agreement. Such Bank shall also receive from the applicable
Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier
Termination Date.




48
SECTION 1.1.Defaulting Banks. Notwithstanding any provision of this Agreement to
the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply
for so long as such Bank is a Defaulting Bank:

(y) Such Defaulting Bank will not be entitled to any fees accruing during such period
pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting
Banks in respect of such fees);

(z) (i) Any amount paid by the Borrowers or otherwise received by the Agent for the
account of a Defaulting Bank under this Agreement other than any amounts representing
principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity
payments or other amounts not constituting principal or interest) will not be paid or distributed to
such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest
bearing account until (subject to Section 2.17(d)) the termination of the Commitments and
payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to
the fullest extent permitted by law, to the making of payments from time to time in the following
order of priority: first to the payment of any amounts owing by such Defaulting Bank to the
Agent under this Agreement, second to the payment of post-default interest and then current
interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with
the amounts of such interest then due and payable to them, third to the payment of fees then due
and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the
amounts of such fees then due and payable to them, fourth to the ratable payment of other
amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the
Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts
owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may
otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank
representing principal or interest payable to such Defaulting Bank shall be paid to such
Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a
Non-Defaulting Bank;

(aa) The Borrowers may terminate the unused amount of the Commitment of a
Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which
will promptly notify the Banks thereof), and in such event the provisions of Section 2.17(b) will
apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank
under this Agreement (whether on account of principal, interest, fees, indemnity or other
amounts), provided that such termination will not be deemed to be a waiver or release of any
claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and

(ab) In the event that the Borrowers and the Agent agree in writing in their discretion
that a Bank is no longer a Defaulting Bank, the Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any amounts then held in the
segregated account referred to in Section 2.17(b)), such Bank will, to the extent applicable,
purchase at par such portion of outstanding Advances of the other Banks and/or make such other
adjustments as the Agent may determine to be necessary to cause the Revolving Credit
Obligations of the Banks to be on a pro rata basis in accordance with their respective
Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-
Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will
automatically be adjusted on a prospective basis to reflect the foregoing); provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any
party hereunder arising from such Bank’s having been a Defaulting Bank.


49
SECTION 1.6.Funding Vehicle. Each Bank may, at its option, make any Borrowing
available to either CFKK or CIF by causing any foreign or domestic branch or Affiliate of such
Bank to make such Borrowing available; provided that any exercise of such option shall not
affect the obligation of such Borrower to repay such Borrowing in accordance with the terms of
this Agreement, the Local Currency Addendum and the Japan Local Currency Addendum, as
applicable.

ARTICLE III
CONDITIONS OF LENDING

SECTION 1.04. Conditions Precedent to Initial Advances. The obligation of each
Bank to make its initial Advance on or after the Closing Date is subject to the conditions
precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts
outstanding under the terms of the Prior 364-Day Agreement, accrued to the Closing Date, shall
have been paid, and the commitments of the lenders thereunder to extend credit shall have
terminated, (ii) the Prior Five-Year Agreement shall have been refinanced pursuant to the Five-
Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one-time
upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the
Arranger Fee Letter, and (iv) the Agent shall have received on or before the day of the initial
Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the
Agent and in sufficient copies for each Bank:

(a) A fully executed copy of this Agreement, of the Local Currency Addendum and
of the Japan Local Currency Addendum.

(b) Certified copies of the resolutions of the Board of Directors of each Borrower
evidencing corporate authority to execute and deliver this Agreement, the Local Currency
Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and
the other documents to be delivered hereunder, and of all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Agreement, the Local
Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the
Notes and the other documents to be delivered hereunder.

(c) A certificate of the Secretary or an Assistant Secretary of each Borrower
certifying the names and true signatures of the officers of such Borrower authorized to sign this
Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum
(if applicable) and the Notes and the other documents to be delivered hereunder.

(d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their
express instructions, substantially in the form of Exhibit D hereto.

(e) A favorable opinion of Mayer Brown LLP, counsel for the Borrowers, given upon
their express instructions, in form and substance reasonably acceptable to the Agent.

(f) A Beneficial Ownership Certification in relation to each Borrower that qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such
documentation is requested at least five (5) Business Days prior to the Closing Date.

(g) Evidence of the Credit Ratings for the Borrowers in effect as of the Closing Date
(with no written copies thereof being required).

In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance
is subject to the further condition precedent that the Agent shall have received, on or before the
day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such


50
Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the
Local Currency Addendum shall be subject to any further conditions set forth in the Local
Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the
initial Advances under the Japan Local Currency Addendum shall be subject to any further
conditions set forth in the Japan Local Currency Addendum.

SECTION 1.01. Conditions Precedent to Each Borrowing. The obligation of each
Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the
initial Borrowing) shall be subject to the further conditions precedent that on the date of such
Borrowing:

(h) the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall
constitute a representation and warranty by such Borrower that on the date of such Borrowing
such statements are true):

(i) The representations and warranties contained in Section 4.01 (excluding
those contained in the second sentence of subsection (e) and in subsection (f) thereof),
and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of
the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, and

(ii) No event has occurred and is continuing, or would result from such
Borrowing or from the application of the proceeds therefrom, which constitutes an Event
of Default with respect to any Borrower; and

(i) the Agent shall have received such other approvals, opinions or documents as any
Bank through the Agent may reasonably request.

SECTION 1.05. Conditions Precedent to Certain Borrowings. The obligation of
each Bank to make an Advance on the occasion of any Borrowing to any Borrower which would
increase the aggregate outstanding amount of Advances owing to such Bank over the aggregate
amount of such Advances outstanding immediately prior to the making of such Advance shall be
subject to the further conditions precedent that on the date of such Borrowing the following
statements shall be true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation
and warranty by such Borrower that on the date of such Borrowing such statements are true): (i)
the representations and warranties contained in subsection (f) of Section 4.01 are correct on and
as of the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, and (ii) no event
has occurred and is continuing, or would result from such Borrowing or from the application of
the proceeds therefrom, which would constitute an Event of Default with respect to any
Borrower but for the requirement that notice be given or time elapse or both.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 1.02. Representations and Warranties of the Borrowers. Each Borrower
represents and warrants as of the Closing Date and on each date specified in Article III, as
follows:

(a) Organization; Qualification. Such Borrower is a corporation duly organized,
validly existing and in good standing (1) under the laws of the State of Delaware, in the case of
Caterpillar and CFSC, (2) under the laws of Ireland, in the case of CIF and (3) under the laws of


51
Japan, in the case of CFKK, and is duly qualified to transact business and is in good standing as a
foreign corporation in every jurisdiction in which failure to qualify would reasonably be
expected to materially adversely affect (i) the financial condition or operations of such Borrower
and its consolidated Subsidiaries taken as a whole or (ii) the ability of such Borrower to perform
its obligations under this Agreement and its Notes, under the Local Currency Addendum, in the
case of CIF and CFSC, and under the Japan Local Currency Addendum, in the case of CFKK
and CFSC.

(b) Authority; No Conflict. The execution, delivery and performance by such
Borrower of this Agreement and its Notes, the Local Currency Addendum, in the case of CIF and
CFSC, and the Japan Local Currency Addendum, in the case of CFKK and CFSC, are within
such Borrower’s corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) such Borrower’s charter or by-laws or (ii) any law or any contractual
restriction binding on or affecting such Borrower.

(c) Governmental Consents. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is required for the due
execution, delivery and performance by such Borrower of this Agreement or its Notes, or of the
Local Currency Addendum, in the case of CIF and CFSC, or of the Japan Local Currency
Addendum in the case of CFKK and CFSC.

(d) Execution; Enforceability.

(iii) This Agreement has been duly executed and delivered by a duly
authorized officer of such Borrower. Upon execution of this Agreement by the Agent
and when the Agent shall have been notified by each Bank that such Bank has executed
this Agreement, this Agreement will be, and such Borrower’s Notes when executed and
delivered hereunder will be, legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with their respective terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’ rights
generally and by the effect of general principles of equity.

(iv) The Local Currency Addendum has been duly executed and delivered by a
duly authorized officer of each of CFSC and CIF. Upon execution of the Local Currency
Addendum by the Agent and the Local Currency Agent and when the Local Currency
Agent or the Agent shall have been notified by each Local Currency Bank that such Local
Currency Bank has executed the Local Currency Addendum, the Local Currency
Addendum will be the legal, valid and binding obligation of each of CFSC and CIF
enforceable against each of CFSC and CIF in accordance with its terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’ rights
generally and by the effect of general principles of equity.

(v) The Japan Local Currency Addendum has been duly executed and
delivered by a duly authorized officer of each of CFSC and CFKK. Upon execution of
the Japan Local Currency Addendum by the Agent and the Japan Local Currency Agent
and when the Japan Local Currency Agent or the Agent shall have been notified by each
Japan Local Currency Bank that such Japan Local Currency Bank has executed the Japan
Local Currency Addendum, the Japan Local Currency Addendum will be the legal, valid
and binding obligation of each of CFSC and CFKK enforceable against each of CFSC
and CFKK in accordance with its terms, except as enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting creditors’ rights generally and by the effect of general principles of equity.


52
(e) Accuracy of Information; Material Adverse Change. The consolidated balance
sheets of Caterpillar and CFSC as at December 31, 2021 and as at June 30, 2022, and the related
consolidated statements of income and changes in stockholders’ equity of Caterpillar and CFSC
for the fiscal year and six month period, respectively, then ended, copies of which have been
furnished to each Bank, fairly present the financial condition of Caterpillar and CFSC as at such
dates and the results of the operations of Caterpillar and CFSC for such periods, all in accordance
with generally accepted accounting principles consistently applied. Since December 31, 2021,
there has been no material adverse change in such condition or operations. As of the Closing
Date, the information included in the Beneficial Ownership Certification is true and correct in all
respects.

(f) Litigation. There is no pending or threatened action or proceeding affecting such
Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which is
reasonably likely to materially adversely affect the financial condition or operations of such
Borrower and its consolidated Subsidiaries taken as a whole or which purports to affect the
legality, validity or enforceability of this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum or any Note or which is reasonably likely to materially adversely
affect the ability of such Borrower to perform its obligations under this Agreement and its Notes
or under the Local Currency Addendum, in the case of CIF and CFSC, or under the Japan Local
Currency Addendum, in the case of CFKK and CFSC.

(g) Margin Stock. Such Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no proceeds of any
Advance will be used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock. Following the application of the proceeds
of each Advance, no more than 25% of the value of the assets of such Borrower will consist of,
or be represented by, Margin Stock.

(h) ERISA. Each Plan of such Borrower or a Subsidiary of such Borrower or an
ERISA Affiliate complies in all material respects with ERISA, the Code and regulations
thereunder and the terms of such Plan, except for such noncompliance as would not reasonably
be expected to have a materially adverse effect on the ability of such Borrower to perform its
obligations under this Agreement and its Notes. Each Plan has satisfied the minimum funding
standard under Section 412(a) of the Code without the need of any funding waiver under Section
412(c) of the Code. Neither such Borrower nor any ERISA Affiliate nor any fiduciary of any
Plan which is not a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) (i) has
engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of
the Code whereby such prohibited transaction has materially adversely affected the business,
financial condition or results of operations of such Borrower and any of its Subsidiaries, taken as
a whole, or (ii) has taken or failed to take any action which would constitute or result in an
ERISA Termination Event. During the six year period prior to the date on which this
representation is made or deemed made, neither such Borrower nor any ERISA Affiliate has (i)
failed to make a required contribution or payment to a multiemployer plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a multiemployer
plan. During the six year period prior to the date on which this representation is made or deemed
made, neither such Borrower nor any ERISA Affiliate has failed to make a required installment
or any other required payment under Section 412 of the Code or Section 430 of the Code on or
before the due date for such installment or other payment. Neither such Borrower nor any
ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become due which are
unpaid. None of the Borrowers nor any of their respective Subsidiaries is an entity deemed to
hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution,
delivery or performance of the transactions contemplated under this Agreement, including the


53
making of any Advance hereunder, will give rise to a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code.

(i) Taxes; Assessments. Such Borrower has paid or discharged, or caused to be paid
or discharged, before the same shall have become delinquent, all taxes, assessments and
governmental charges levied or imposed upon such Borrower or any Subsidiary of such
Borrower or upon the income, profits or property of such Borrower or any Subsidiary of such
Borrower, other than (i) such taxes, assessments and governmental charges the amount,
applicability or validity of which is being contested in good faith by appropriate proceedings and
for which adequate reserves have been established, or (ii) up to $10,000,000 at any time in
aggregate taxes, assessments, and governmental charges so long as no material adverse effect
upon the business, financial condition or results of operations of the Borrowers and their
Subsidiaries, taken as a whole, would reasonably be expected to result therefrom, and so long as,
upon knowledge thereof, the applicable Borrower or Subsidiary either promptly pays the
applicable delinquent amount or contests such amount as contemplated above.

(j) Sanctions Laws and Regulations. Neither any Borrower nor any of its
Subsidiaries, nor, to the best of such Borrower’s knowledge, any of its or any of its Subsidiaries’
respective directors or officers is a Designated Person. Each of the Borrowers has a “Worldwide
Code of Conduct” in full force and effect on the date hereof which, by its terms, applies to all
activities undertaken by all Borrowers’ and Subsidiaries’ employees around the world. Among
the commitments in the Worldwide Code of Conduct is the commitment that each of the
Borrowers and Subsidiaries, and their respective employees, follow applicable import and export
control laws when conducting business around the world, including any Anti-Corruption Laws
and Sanctions Laws and Regulations, and such commitment currently applies, and will apply, to
all activities undertaken by each Borrower and each Subsidiary, including but not limited to, any
use of the proceeds of this Agreement, the Local Currency Addendum, the Japan Local Currency
Addendum or any Advance, as well as the payment of any amount due pursuant to this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum.

SECTION 1.06. Additional Representations and Warranties of CFSC, CIF and
CFKK.

Each of CFSC, CIF and CFKK represents and warrants that neither it nor any of its
Subsidiaries is an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.
ARTICLE V
COVENANTS OF THE BORROWERS

SECTION 1.01. Affirmative Covenants. So long as any Advance shall remain
unpaid or any Bank shall have any Commitment hereunder, each Borrower (provided, that for
purposes of Sections 5.01(f)(i), (ii), (iii), (v), (vi), (viii), (ix) and (x), the term Borrower refers to
each of Caterpillar and CFSC, but not to CFKK or CIF) will, unless the Majority Banks shall
otherwise consent in writing:

(a) Corporate Existence, Etc. Subject to Section 5.02(b), do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that such Borrower shall not be
required to preserve any such right or franchise if its board of directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of such Borrower and
that the loss thereof would not reasonably be expected to have a material adverse effect on its
ability to perform its obligations under this Agreement and its Notes.



54
(b) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply, in all material respects with all applicable laws, rules, regulations and orders,
noncompliance with which would reasonably be expected to materially adversely affect (i) the
financial condition or operations of such Borrower and its consolidated Subsidiaries taken as a
whole or (ii) the ability of such Borrower to perform its obligations under this Agreement, its
Notes, and, if applicable, the Local Currency Addendum or the Japan Local Currency
Addendum. Each Borrower will maintain in effect and enforce policies and procedures designed
to ensure compliance by such Borrower, each of its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions Laws and
Regulations.

(c) Maintenance of Properties. Cause all properties used or useful in the conduct of
its business or the business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of such Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent such Borrower from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in the reasonable
judgment of such Borrower, desirable in the conduct of its business or the business of any
Subsidiary of such Borrower and would not reasonably be expected to have a material adverse
effect on its ability to perform its obligations under this Agreement and its Notes.

(d) Payment of Taxes and Other Claims. Pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon such Borrower or any of its Subsidiaries or upon
the income, profits or property of such Borrower or any of its Subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the
property of such Borrower or any of its Subsidiaries; provided, however, that such Borrower
shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings; provided, further, that up to $10,000,000 in aggregate taxes,
assessments, governmental charges, and lawful claims as described above may be delinquent at
any time so long as no material adverse effect upon the business, financial condition or results of
operations of the Borrowers and their Subsidiaries, taken as a whole, could reasonably be
expected to result therefrom, and so long as, upon knowledge thereof, the applicable Borrower or
Subsidiary either promptly pays the applicable delinquent amount or contests such amount as
contemplated above.

(e) Use of Proceeds. Use all proceeds of Advances solely for general corporate
purposes, including, but not limited to, repaying or prepaying Advances in accordance with the
terms of this Agreement. No Borrower will request any Borrowing, and no Borrower shall
knowingly use, and shall ensure that its Subsidiaries and its or their respective directors, officers,
employees and agents shall not knowingly use, the proceeds of any Borrowing (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or
transactions would be prohibited by Sanctions Laws and Regulations if conducted by a
corporation incorporated in the United States, the United Kingdom, or in a European Union
member state or (iii) in any manner that would result in the violation of any Sanctions Laws and
Regulations applicable to any party hereto.




55
(f) Reporting Requirements. Furnish to the Banks:

(vi) as soon as available and in any event within forty five (45) days after the
end of each of the first three quarters of each fiscal year of Caterpillar and CFSC, a
consolidated balance sheet of Caterpillar and CFSC as of the end of such quarter, and a
consolidated statement of income and changes in stockholders’ equity of Caterpillar and
CFSC for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter;

(vii) as soon as available and in any event within ninety (90) days after the end
of each fiscal year of Caterpillar and CFSC, a copy of the annual report for such year for
such Borrower, containing consolidated financial statements of Caterpillar and CFSC for
such year, certified (A) in a manner acceptable to the Majority Banks by
PricewaterhouseCoopers L.L.P. or other independent public accountants acceptable to the
Majority Banks and (B) as may be required under the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, and all rules and regulations enacted
under or in connection therewith;

(viii) together with each delivery of any financial statements pursuant to clauses
(i) and (ii) above, a Compliance Certificate in substantially the form of Exhibit F-1 or F-2
hereto, as applicable, demonstrating in reasonable detail compliance as at the end of the
applicable accounting periods with the covenants contained in Section 5.03 (in the case of
Caterpillar) and Sections 5.04(a) and (b) (in the case of CFSC);

(ix) as soon as possible and in any event within five (5) days after the
occurrence of each Event of Default with respect to such Borrower and each event which,
with the giving of notice or lapse of time, or both, would constitute an Event of Default
with respect to such Borrower, continuing on the date of such statement, a statement of
the chief financial officer of such Borrower setting forth details of such Event of Default
or event and the action which such Borrower has taken and proposes to take with respect
thereto;

(x) promptly after the sending or filing thereof, copies of all reports which
such Borrower sends to any of its security holders, and copies of all reports and
registration statements (without exhibits) which such Borrower or any of its Subsidiaries
(without duplication) files with the Securities and Exchange Commission or any national
securities exchange, in each case without duplication of materials furnished to the Banks
pursuant to clauses (i) or (ii) of this subsection (f);

(xi) promptly after the written request of the Agent or any Bank, copies of all
reports and notices which such Borrower or any ERISA Affiliate or Subsidiary of such
Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S.
Department of Labor or which such Borrower or any ERISA Affiliate or Subsidiary of
such Borrower receives from any such Person;

(xii) promptly after (A) the occurrence thereof, notice of the institution of or
any material adverse development in any action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator or any governmental or
administrative body, agency or official, against such Borrower or any of its material
property, or (B) actual knowledge thereof, notice of the threat of any such action, suit,
proceeding, investigation or arbitration, and in the case of either (A) or (B), which such
Borrower reasonably believes is likely to be resolved against such Borrower and, if so
resolved against such Borrower, is reasonably anticipated by such Borrower to materially
adversely affect (x) the financial condition of such Borrower and its consolidated


56
Subsidiaries taken as a whole or (y) the ability of such Borrower to perform its
obligations under this Agreement and its Notes, and, if applicable, the Local Currency
Addendum or the Japan Local Currency Addendum (without duplication of notices
furnished to the Banks pursuant to clause (v) of this subsection (f));

(xiii) promptly after (A) the occurrence thereof, notice that (1) an ERISA
Termination Event or a prohibited transaction, as such term is defined in Section 4975 of
the Code or Section 406 of ERISA, with respect to any Plan of such Borrower has
occurred and there shall result therefrom a liability or material risk of incurring a liability
to the PBGC or a Plan that will have a material adverse affect upon the business or
financial condition or results of such Borrower and its Subsidiaries, taken as a whole,
which notice shall specify the nature thereof and such Borrower’s proposed response
thereto, (2) such Borrower or an ERISA Affiliate has failed to make a required
installment or any other required payment under Section 412 or Section 430 of the Code
and (3) the plan administrator of any Plan has applied under Section 412(c) of the Code
for a waiver of the minimum funding standards of Section 412(a) of the Code, together
with copies of such waiver application, and (B) actual knowledge thereof, copies of any
notice of the PBGC’s intention to terminate or to have a trustee appointed to administer
any Plan;

(xiv) (A) on the Closing Date, the Credit Ratings then in effect for such
Borrower from S&P and Moody’s and (B) within two (2) Business Days after such
Borrower receives notice from S&P or Moody’s of a change in any of such Borrower’s
Credit Ratings, such Borrower’s revised Credit Ratings (or, if applicable, notice that a
Credit Rating will no longer be received from such rating service);

(xv) such other information respecting the condition or operations, financial or
otherwise, of such Borrower or any of its Subsidiaries as any Bank through the Agent
may from time to time reasonably request in writing with an indication of the reason for
such request; and

(xvi) together with each delivery of any financial statements pursuant to clause
(ii) above, any change in the information provided in the Beneficial Ownership
Certification that would result in a change to the list of beneficial owners identified in
parts (c) or (d) of such certification.
Financial statements and other documents required to be furnished pursuant to Section 5.01(f)(i)
or (ii) (to the extent any such financial statements or other documents are included in reports or
other materials otherwise filed with the Securities and Exchange Commission) may be delivered
electronically and if so delivered, shall be deemed to have been furnished on the date on which
(i) the applicable Borrower posts such financial statements or other documents, or provides a link
thereto, on such Borrower’s website on the Internet, or (ii) such financial statements or other
documents are posted on behalf of the applicable Borrower on the Approved Electronic Platform
or an Internet or intranet website, if any, to which each Bank and the Agent have access (whether
a commercial, third-party website or whether sponsored by the Agent or the Securities and
Exchange Commission’s website located at http://www.sec.gov/edgar/searchedgar/
webusers.htm).

SECTION 1.01. Negative Covenants. So long as any Advance shall remain unpaid
or any Bank shall have any Commitment hereunder, no Borrower will, without the written
consent of the Majority Banks:

(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or
suffer to exist, any lien, security interest or other charge or encumbrance of any kind, (excluding


57
Caterpillar Purchase Claims and CFSC Purchase Claims, to the extent that such Purchase Claims
could be deemed to constitute liens or security interests), upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries
to assign, any right to receive income (excluding any assignment of accounts receivable arising
out of or in connection with the sale or securitization by Caterpillar, CFSC or any Subsidiary of
either of its accounts receivable giving rise to Caterpillar Purchase Claims or CFSC Purchase
Claims), in each case to secure or provide for the payment of any Debt of any Person, if the
aggregate amount of the Debt so secured (or for which payment has been provided) would at any
time exceed an amount equal to 10% of Consolidated Net Tangible Assets of such Borrower.

(b) Mergers, Etc. (i) Merge or consolidate with or into any Person, or permit any of
its Subsidiaries to do so, or (ii) convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to any Person, or (iii) together with one or more of its consolidated
Subsidiaries, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of the assets of such Borrower and its consolidated
Subsidiaries (whether now owned or hereafter acquired) to any Person; except that any
Subsidiary of such Borrower may merge or consolidate with or into, or transfer assets to, or
acquire assets of, such Borrower or any other Subsidiary of such Borrower and except that any
Subsidiary of such Borrower may merge into or transfer assets to such Borrower and such
Borrower may merge with, and any Subsidiary of such Borrower may merge or consolidate with
or into, any other Person, provided in each case that, immediately after giving effect to such
proposed transaction, no Event of Default with respect to such Borrower or event which, with the
giving of notice or lapse of time, or both, would constitute an Event of Default with respect to
such Borrower, would exist and in the case of any such merger to which any Borrower is a party,
such Borrower is the surviving corporation.

SECTION 1.02. Financial Covenant of Caterpillar. So long as any Advance shall
remain unpaid or any Bank shall have any Commitment hereunder, Caterpillar will, unless the
Majority Banks shall otherwise consent in writing, maintain at all times during each fiscal year
of Caterpillar, Consolidated Net Worth of not less than $9,000,000,000.

SECTION 1.03. Financial and Other Covenants of CFSC. So long as any Advance
shall remain unpaid or any Bank shall have any Commitment hereunder, CFSC will, unless the
Majority Banks shall otherwise consent in writing:
(a) Ratio of CFSC Consolidated Debt to Consolidated Net Worth.

(i) Maintain at all times a ratio (the “Leverage Ratio”) of (x) CFSC
Consolidated Debt to (y) CFSC’s Consolidated Net Worth of not greater than 10.0 to 1.
For purposes of this subsection (i), the Leverage Ratio at any time shall be equal to the
average of the Leverage Ratios as determined on the last day of each of the six preceding
calendar months.

(ii) Maintain a Leverage Ratio of not greater than 10.0 to 1 on each December
31, commencing December 31, 2022. For purposes of this subsection (ii), the Leverage
Ratio shall be the ratio of (x) CFSC Consolidated Debt to (y) CFSC’s Consolidated Net
Worth on the date for which computed.

(a) Interest Coverage Ratio. Maintain a ratio of (i) profit excluding income taxes,
Interest Expense and Net Gain/(Loss) From Interest Rate Derivatives to (ii) Interest Expense of
not less than 1.15 to 1, in each case, calculated at the end of each calendar quarter for the rolling
four-quarter period then most recently ended for CFSC and its Subsidiaries on a consolidated
basis in accordance with generally accepted accounting principles.


58
(b) Support Agreement. CFSC will not terminate, or make any amendment or
modification to, the Support Agreement which, in the determination of the Agent, adversely
affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks
at least thirty (30) days prior written notice and obtaining the written consent of the Majority
Banks.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 1.07. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing with respect to any Borrower:

(a) Such Borrower shall fail to pay (i) any principal of any of the Advances when the
same becomes due and payable, or (ii) any interest on any of the Advances, or any Commitment
Fee, other fee or other amount payable by it hereunder (including, in the case of CFSC, any
amount payable under the CFSC Guaranty) by the later of (A) five (5) Business Days after such
item has become due and (B) two (2) Business Days after receipt of written notice from the
Agent that such item has become due; or

(b) Any representation or warranty made by such Borrower herein, in the Local
Currency Addendum or in the Japan Local Currency Addendum, or by such Borrower (or any of
its officers) in connection with this Agreement, the Local Currency Addendum or the Japan
Local Currency Addendum, shall prove to have been incorrect in any material respect when
made or deemed made; or

(c) Such Borrower shall fail to perform or observe (i) any covenant or agreement
made by it contained in subsection (a) or (f)(iv) of Section 5.01 or in Section 5.02 or (ii) any
other term, covenant or agreement contained in this Agreement, the Japan Local Currency
Addendum or the Local Currency Addendum on its part to be performed or observed if the
failure to perform or observe such other term, covenant or agreement shall remain unremedied
for 30 days after written notice thereof shall have been received by such Borrower; provided, that
should CFSC or any of its Subsidiaries fail to observe any such term, covenant or agreement
referred to in subsections (i) or (ii) above, such failure shall not be attributable, except as
otherwise expressly provided for in this Agreement, to Caterpillar; or

(d) Any of the following shall occur:
(i) such Borrower or any Subsidiary of such Borrower (other than CFSC and
its Subsidiaries in the case of Caterpillar) shall fail to pay any principal of, premium or
interest on, or other amount owing in respect of any of its Debt which is outstanding in a
principal amount of at least $100,000,000 in the aggregate, in the case of Caterpillar, or
$50,000,000 in the aggregate, in the case of each of CFSC, CIF and CFKK (but
excluding, in each case, Debt consisting of such Borrower’s obligations hereunder
(including the Local Currency Addendum or the Japan Local Currency Addendum, if
applicable) or under the Other Credit Agreements) when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt, or

(ii) such Borrower or any Subsidiary of such Borrower (other than CFSC and
its Subsidiaries in the case of Caterpillar) shall fail to observe or perform any term,
covenant or condition on its part to be observed or performed under any agreement or
instrument relating to any such Debt which is outstanding in a principal amount of at least
$100,000,000 in the aggregate, in the case of Caterpillar, or $50,000,000 in the aggregate,


59
in the case of each of CFSC, CIF and CFKK (but excluding, in each case, Debt consisting
of such Borrower’s obligations hereunder (including the Local Currency Addendum or
the Japan Local Currency Addendum, if applicable) or under the Other Credit
Agreements), when required to be observed or performed, and such failure shall continue
after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such failure is to accelerate, or permit the acceleration of, the maturity of such
Debt or such Debt has been accelerated and such acceleration has not been rescinded, or

(iii) any amount of Debt in excess of $100,000,000 in the aggregate, in the
case of Caterpillar, or $50,000,000 in the aggregate, in the case of each of CFSC, CIF and
CFKK, shall be required to be prepaid, defeased, purchased or otherwise acquired by
such Borrower or any Subsidiary of such Borrower (other than CFSC and its Subsidiaries
in the case of Caterpillar), other than by a regularly scheduled required prepayment, prior
to the stated maturity thereof, or

(iv) any “Event of Default” shall occur with respect to such Borrower under
either of the Other Credit Agreements, or

(v) in the case of CIF or CFKK, any CFSC Event of Default shall occur, or
the CFSC Guaranty shall be terminated, revoked, or declared void, voidable, invalid or
unenforceable; or

(e) Such Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries in
the case of Caterpillar) shall generally not pay its debts as such debts become due, or an officer
or other authorized representative of such Borrower or Subsidiary shall admit in writing such
Borrower’s or Subsidiary’s inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted by such Borrower or
any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of Caterpillar) seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, or other similar official for it or for
any substantial part of its property; or any such proceeding shall be instituted against such
Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of
Caterpillar) and either an order for relief against such Borrower or Subsidiary is entered in such
proceeding or such proceeding is not dismissed within forty-five (45) days; or such Borrower or
any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of Caterpillar) shall take
any corporate action to authorize any of the actions set forth above in this subsection (e);

provided, however, that the filing of one or more of the proceedings and/or the occurrence of one
or more of the other events described in this Section 6.01(e) with respect to any Insignificant
Subsidiary shall not constitute an Event of Default hereunder until such time as the aggregate of
the asset values, as reasonably determined by Caterpillar in accordance with generally accepted
accounting principles, of all Insignificant Subsidiaries subject to the proceedings and/or other
events described in this Section 6.01(e) equals or exceeds $250,000,000 (with each Insignificant
Subsidiary’s asset value being determined, for purposes of this clause (e), on the date on which
such filing or other event commences or otherwise initially occurs with respect to such
Insignificant Subsidiary and with such value remaining in effect for such Insignificant Subsidiary
once determined); or

(f) Any judgment or order for the payment of money in excess of (i) $100,000,000 in
the case of Caterpillar, or (ii) $50,000,000 in the case of each of CFSC, CIF and CFKK, shall be
rendered against such Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries
in the case of Caterpillar) and either (i) enforcement proceedings shall have been commenced by


60
any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

(g) (i) A Plan of such Borrower shall fail to satisfy the minimum funding standard
required by Section 412 of the Code for any plan year or a waiver of such standard is sought or
granted under Section 412(c), or (ii) an ERISA Termination Event shall have occurred with
respect to such Borrower or an ERISA Affiliate or such Borrower or an ERISA Affiliate has
incurred or is likely to incur a liability to or on account of a Plan under Section 4062, 4063,
4064, 4201 or 4204 of ERISA, or (iii) such Borrower or an ERISA Affiliate shall engage in any
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a
statutory or class exemption is not available or a private exemption has not been previously
obtained from the Department of Labor, or (iv) such Borrower or an ERISA Affiliate shall fail to
pay any required installment or any other payment required under Section 412 or Section 430 of
the Code on or before the due date for such installment or other payment, or (v) such Borrower
or an ERISA Affiliate shall fail to make any contribution or payment to any multiemployer plan
(as defined in Section 4001(a)(3) of ERISA) which such Borrower or any ERISA Affiliate may
be required to make under any agreement relating to such multiemployer plan or any law
pertaining thereto, and there shall result from any such event or events either a liability or a
material risk of incurring a liability to the PBGC or a Plan, which will have a material adverse
effect upon the business, financial condition or results of operations of such Borrower and its
Subsidiaries, taken as a whole; or

(h) With respect to CFSC, CIF or CFKK, a Change of Control shall occur; or

(i) With respect to CFSC, CIF or CFKK, the Support Agreement shall for any reason
fail to be in full force and effect, or any action shall be taken by any Borrower to discontinue or
to assert the invalidity or unenforceability of the Support Agreement, or CFSC or Caterpillar
shall fail to comply with any of the terms or provisions of the Support Agreement;

then, and in any such event, (i) the Agent (x) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Borrowers, declare the obligation of each Bank to make
Advances to such Borrower to be terminated, whereupon the same shall forthwith terminate, and
(y) shall at the request, or may with the consent, of the Majority Banks, by notice to such
Borrower, declare the Advances to such Borrower, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon such Advances, all
such interest and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by such Borrower; (ii) in the case of a CFSC Event of Default or a CIF Event of Default,
the Local Currency Agent, (x) shall at the request, or may with the consent, of the Majority Local
Currency Banks, by notice to the Borrowers, declare the obligation of each Local Currency Bank
to make Local Currency Advances to CIF to be terminated, whereupon the same shall forthwith
terminate, and (y) shall at the request, or may with the consent, of the Majority Local Currency
Banks, by notice to CIF, declare the Local Currency Advances to CIF, all interest thereon and all
other amounts payable under this Agreement and the Local Currency Addendum to be forthwith
due and payable, whereupon such Local Currency Advances, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by CIF and (iii) in the
case of a CFSC Event of Default or a CFKK Event of Default, the Japan Local Currency Agent,
(x) shall at the request, or may with the consent, of the Majority Japan Local Currency Banks, by
notice to the Borrowers, declare the obligation of each Japan Local Currency Bank to make
Japan Local Currency Advances to CFKK to be terminated, whereupon the same shall forthwith
terminate, and (y) shall at the request, or may with the consent, of the Majority Japan Local
Currency Banks, by notice to CFKK, declare the Japan Local Currency Advances to CFKK, all


61
interest thereon and all other amounts payable under this Agreement and the Japan Local
Currency Addendum to be forthwith due and payable, whereupon such Japan Local Currency
Advances, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by CFKK; provided, however, upon the occurrence of any Event of Default
with respect to any Borrower described in Section 6.01(e), (A) the obligation of each Bank to
make Advances to any Borrower shall automatically be terminated and (B) the Advances to the
Borrowers, all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrowers. Notwithstanding anything in the foregoing to the contrary,
the fact that an Event of Default exists with respect to one of the Borrowers hereunder shall not
of itself constitute an Event of Default with respect to any of the other Borrowers, provided,
however, that in the case of CIF and CFKK, any CFSC Event of Default shall be a CIF Event of
Default and a CFKK Event of Default.

ARTICLE VII
AGENCY

SECTION 1.01. Appointment and Authority. Each Bank hereby appoints Citibank
to act on its behalf as the Agent hereunder and authorizes the Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article
VII are solely for the benefit of the Agent and the Banks, and no Borrower shall have any rights
as a third party beneficiary of any of such provisions.

SECTION 1.02. Agent Individually.

(b) The Person serving as the Agent hereunder shall have the same rights and powers
in its capacity as a Bank as any other Bank and may exercise the same as though it were not the
Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not the Agent hereunder and without any duty to account therefor to the Banks.
(c) Each Bank understands that the Person serving as Agent, acting in its individual
capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of
financial services and businesses (including investment management, financing, securities
trading, corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with
or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the
Agent’s Group may, in undertaking the Activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of others (including the
Borrowers and their Affiliates and including holding, for its own account or on behalf of others,
equity, debt and similar positions in the Borrowers or their respective Affiliates), including
trading in or holding long, short or derivative positions in securities, loans or other financial
products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees
that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain
information concerning the Borrowers or their Affiliates (including information concerning the
ability of the Borrowers to perform their respective obligations hereunder, under the Local
Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if
applicable) which information may not be available to any of the Banks that are not members of
the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any


62
duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure
to so disclose or use, any information whatsoever about or derived from the Activities or
otherwise (including any information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any Borrower or any Affiliate of any
Borrower) or to account for any revenue or profits obtained in connection with the Activities,
except that the Agent shall deliver or otherwise make available to each Bank such documents as
are expressly required by this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum to be transmitted by the Agent to the Banks.

(d) Each Bank further understands that there may be situations where members of the
Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either
now have or may in the future have interests or take actions that may conflict with the interests
of any one or more of the Banks (including the interests of the Banks hereunder, under the Local
Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that
no member of the Agent’s Group is or shall be required to restrict its activities as a result of the
Person serving as Agent being a member of the Agent’s Group, and that each member of the
Agent’s Group may undertake any Activities without further consultation with or notification to
any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan
Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the
Information Memorandum) concerning the Borrowers or their Affiliates (including information
concerning the ability of the Borrowers to perform their respective obligations hereunder, under
the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if
applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by the Agent or any
member of the Agent’s Group to any Bank including any such duty that would prevent or restrict
the Agent’s Group from acting on behalf of customers (including the Borrowers or their
Affiliates) or for its own account.

SECTION 1.03. Duties of Agent; Exculpatory Provisions.

(a) The Agent’s duties hereunder, the Local Currency Agent’s duties under the Local
Currency Addendum and the Japan Local Currency Agent’s duties under the Japan Local
Currency Addendum are solely ministerial and administrative in nature and none of the Agent,
the Local Currency Agent or the Japan Local Currency Agent shall have any duties or
obligations except those expressly set forth herein, in the Local Currency Addendum or in the
Japan Local Currency Addendum. Without limiting the generality of the foregoing, none of the
Agent, the Local Currency Agent or the Japan Local Currency Agent shall have any duty to take
any discretionary action or exercise any discretionary powers, but shall be required to act or
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the
written direction of the Majority Banks, the Majority Local Currency Banks or the Majority
Japan Local Currency Banks, as applicable (or such other number or percentage of the Banks as
shall be expressly provided for herein, in the Local Currency Addendum or in the Japan Local
Currency Addendum, as applicable), provided that none of the Agent, the Local Currency Agent
or the Japan Local Currency Agent shall be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Agent, the Local Currency Agent, the Japan Local
Currency Agent or any of their respective Affiliates to liability or that is contrary to this
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or applicable
law (including for the avoidance of doubt, any action that may be in violation of the automatic
stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of
property of a Defaulting Bank in violation of any Debtor Relief Law).

(b) None of the Agent, the Local Currency Agent or the Japan Local Currency Agent
shall be liable for any action taken or not taken by it (i) with the consent or at the request of the
Majority Banks, the Majority Local Currency Banks or the Majority Japan Local Currency


63
Banks, as applicable (or as the Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 8.01 and 6.01) or (ii) in the absence of its own gross
negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any
Event of Default or the event or events that give or may give rise to any Event of Default unless
and until the Borrowers or any Bank shall have given notice to the Agent describing such Event
of Default and such event or events.

(c) None of the Agent, any member of the Agent’s Group, the Local Currency Agent
or the Japan Local Currency Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty, representation or other information made or supplied in
or in connection with this Agreement, the Information Memorandum, the Local Currency
Addendum or the Japan Local Currency Addendum, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith or the
adequacy, accuracy and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Event of Default or unmatured Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the
Local Currency Addendum, the Japan Local Currency Addendum or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items
expressly required to be delivered to the Agent.

(d) Nothing in this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum shall require the Agent or any of its Related Parties to carry out any “know
your customer” or other checks in relation to any person on behalf of any Bank and each Bank
confirms to the Agent that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by the Agent or any of
its Related Parties.

SECTION 1.04. Reliance by Agent. Each of the Agent, the Local Currency Agent
and the Japan Local Currency Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Each of the Agent, the Local Currency Agent and the Japan
Local Currency Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the making of an
Advance that by its terms must be fulfilled to the satisfaction of a Bank, a Local Currency Bank
or the Japan Local Currency Bank, the Agent, the Local Currency Agent and the Japan Local
Currency Agent may presume that such condition is satisfactory to such Bank, Local Currency
Bank or the Japan Local Currency Bank, as applicable unless an officer of the Agent, the Local
Currency Agent or the Japan Local Currency Agent, as applicable, responsible for the
transactions contemplated hereby shall have received notice to the contrary from such Bank,
Local Currency Bank or Japan Local Currency Bank, as applicable, prior to the making of such
Advance, and in the case of a Borrowing, such Bank, Local Currency Bank or such Japan Local
Currency Bank, as applicable, shall not have made available to the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as applicable, such Bank’s, Local Currency Bank’s or
Japan Local Currency Bank’s, as applicable, ratable portion of such Borrowing. The Agent, the
Local Currency Agent and the Japan Local Currency Agent may consult with legal counsel (who
may be counsel for the Borrowers), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.



64
SECTION 1.05. Delegation of Duties. The Agent may perform any and all of its
duties and exercise its rights and powers hereunder, under the Local Currency Addendum or
under the Japan Local Currency Addendum by or through any one or more sub-agents appointed
by the Agent. The Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties. Each such sub-
agent and the Related Parties of the Agent and each such sub-agent shall be entitled to the
benefits of all provisions of this Article VII and Section 8.04 (as though such sub-agents were the
“Agent” hereunder or under the Japan Local Currency Addendum) as if set forth in full herein
with respect thereto.

SECTION 1.06. Resignation or Removal of Agent.

(e) The Agent may at any time give notice of its resignation to the Banks and the
Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the
right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States. If
no such successor shall have been so appointed by the Majority Banks and shall have accepted
such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-
day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the
Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and
without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a
successor Agent, the retiring Agent may at any time upon or after the end of the Bank
Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted
appointment as successor Agent and the effective date of such retiring Agent’s resignation which
effective date shall be no earlier than three business days after the date of such notice. Upon the
resignation effective date established in such notice and regardless of whether a successor Agent
has been appointed and accepted such appointment, the retiring Agent’s resignation shall
nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and
obligations as Agent hereunder and (ii) all payments, communications and determinations
provided to be made by, to or through the Agent shall instead be made by or to each Bank
directly, until such time as the Majority Banks appoint a successor Agent as provided for above
in this clause (a).

(f) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the
definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in
writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent
and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States.
Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a
qualifying Person shall have been so appointed by the Majority Banks and shall have accepted
such appointment and (y) 30 days after the delivery of the removal notice in writing to the
Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the
Removal Effective Date and regardless of whether a successor Agent has been appointed and
accepted such appointment, the removal of such Defaulting Agent shall become effective and (i)
such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder
and (ii) all payments, communications and determinations provided to be made by, to or through
the Agent shall instead be made by or to each Bank directly, until such time as the Majority
Banks appoint a successor Agent as provided for above in this clause (b).

(g) Upon the acceptance of a successor’s appointment as Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be
discharged from all of its duties and obligations as Agent hereunder (if not already discharged
therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a


65
successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the retiring or removed Agent’s resignation or
removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the
Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal
under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04
shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent
or Japan Local Currency Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring or removed Agent was
acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the
retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

SECTION 1.07. Non-Reliance on Agents and Other Banks.

(c) Each Bank confirms to the Agent, the Local Currency Agent, the Japan Local
Currency Agent, each other Bank and each of their respective Related Parties that it (i) possesses
(individually or through its Related Parties) such knowledge and experience in financial and
business matters that it is capable, without reliance on the Agent, the Local Currency Agent, the
Japan Local Currency Agent, any other Bank or any of their respective Related Parties, of
evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other
financial matters) of (x) entering into this Agreement, (y) making Advances and other extensions
of credit hereunder and (z) taking or not taking actions hereunder and thereunder, (ii) is
financially able to bear such risks and (iii) has determined that entering into this Agreement and
making Advances and other extensions of credit hereunder is suitable and appropriate for it.

(d) Each Bank acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with this
Agreement and, to the extent such Bank is a party thereto, the Local Currency Addendum and
the Japan Local Currency Addendum, (ii) that it has, independently and without reliance upon
the Agent, the Local Currency Agent, the Japan Local Currency Agent, any other Bank or any of
their respective Related Parties, made its own appraisal and investigation of all risks associated
with, and its own credit analysis and decision to enter into, this Agreement and, to the extent
such Bank is a party thereto, the Local Currency Addendum and the Japan Local Currency
Addendum, based on such documents and information, as it has deemed appropriate and (iii) it
will, independently and without reliance upon the Agent, the Local Currency Agent, the Japan
Local Currency Agent, any other Bank or any of their respective Related Parties, continue to be
solely responsible for making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take action under, this
Agreement and, to the extent such Bank is a party thereto, the Local Currency Addendum and
the Japan Local Currency Addendum, based on such documents and information as it shall from
time to time deem appropriate, which may include, in each case:

(A) the financial condition, status and capitalization of each Borrower;

(B) the legality, validity, effectiveness, adequacy or enforceability of
this Agreement, the Notes (with respect to any Bank that has requested a Note),
the Local Currency Addendum (with respect to any Bank party thereto), the Japan
Local Currency Addendum (with respect to any Bank party thereto) and any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith or therewith;

(C) determining compliance or non-compliance with any condition
hereunder to the making of an Advance hereunder and, to the extent such Bank is
a party thereto, under the Local Currency Addendum or the Japan Local Currency
Addendum, and the form and substance of all evidence delivered in connection


66
with establishing the satisfaction of each such condition subject to confirmation
by the Agent of its receipt of items requested to be delivered as conditions to
lending pursuant to Sections 3.01 and 3.02 hereof;

(D) adequacy, accuracy and/or completeness of the Information
Memorandum and any other information delivered by the Agent, any other Bank
or by any of their respective Related Parties under or in connection with this
Agreement, the transactions contemplated hereby and thereby or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith or therewith.

SECTION 1.08. No Other Duties, etc. Anything herein to the contrary
notwithstanding, none of the Persons acting as Bookrunners or Arrangers listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement, except in its
capacity, as applicable, as the Agent or as a Bank hereunder.

SECTION 1.09. Indemnification. To the extent not reimbursed by the Borrowers
in accordance with Section 8.4 hereof, the Banks agree to indemnify the Agent, the Local
Currency Agent, the Japan Local Currency Agent, the Arrangers and the Co-Syndication Agents
ratably according to the respective principal amounts of the Revolving Credit Advances, Local
Currency Advances or Japan Local Currency Advances, as applicable, then held by each of them
(or if no Revolving Credit Advances, Local Currency Advances or Japan Local Currency
Advances are at the time outstanding, ratably according to the respective amounts of their
Commitments, Local Currency Commitments or Japan Local Currency Commitments, as
applicable), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the Agent, the Local Currency Agent,
the Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents in any way relating
to or arising out of this Agreement, the Local Currency Addendum or the Japan Local Currency
Addendum or any action taken or omitted by the Agent, the Local Currency Agent, the Japan
Local Currency Agent, the Arrangers or the Co-Syndication Agents under this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum; provided that no Bank shall
be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the Local
Currency Agent’s, the Japan Local Currency Agent’s, the Arrangers’ or the Co-Syndication
Agents’ gross negligence or willful misconduct. Without limitation of the foregoing, each Bank
agrees to reimburse the Agent, the Local Currency Agent, the Japan Local Currency Agent, the
Arrangers and the Co-Syndication Agents promptly upon demand for its ratable share
(determined as specified in the first sentence of this Section 7.09) of any out-of-pocket expenses
(including reasonable outside counsel fees) incurred by the Agent, the Local Currency Agent, the
Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiation, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, the Local Currency Addendum or the Japan
Local Currency Addendum, to the extent that the Agent, the Local Currency Agent, the Japan
Local Currency Agent, the Arrangers or the Co-Syndication Agents are not reimbursed for such
expenses by the Borrowers.

SECTION 1.10. Bank ERISA Matters.

(a) Each Bank (x) represents and warrants, as of the date such Person became a Bank
party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the
date such Person ceases being a Bank party hereto, for the benefit of, the Agent, and each



67
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrowers, that at least one of the following is and will be true:

(i) such Bank is not using “plan assets” (within the meaning of the Plan Asset
Regulations or otherwise) of one or more Benefit Plans with respect to such Bank’s
entrance into, participation in, administration of and performance of the Advances, the
Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified
professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain
transactions involving insurance company pooled separate accounts), PTE 91-38 (a class
exemption for certain transactions involving bank collective investment funds) or PTE
96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Bank’s entrance into, participation in, administration of
and performance of the Advances, the Commitments and this Agreement, and the
conditions for exemptive relief thereunder are and will continue to be satisfied in
connection therewith,

(iii) (A) such Bank is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such
Qualified Professional Asset Manager made the investment decision on behalf of such
Bank to enter into, participate in, administer and perform the Advances, the
Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Advances, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are
satisfied with respect to such Bank’s entrance into, participation in, administration of and
performance of the Advances, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in
writing between the Agent, in its sole discretion, and such Bank.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a)
is true with respect to a Bank or (2) a Bank has provided another representation, warranty and
covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank
further (x) represents and warrants, as of the date such Person became a Bank party hereto, to,
and (y) covenants, from the date such Person became a Bank party hereto to the date such Person
ceases being a Bank party hereto, for the benefit of, the Agent, and each Arranger and their
respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers,
that none of the Agent, or any Arranger or any of their respective Affiliates is a fiduciary with
respect to the assets of such Bank involved in such Bank’s entrance into, participation in,
administration of and performance of the Advances, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Agent under this
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any
documents related to hereto or thereto).

As used in this Section, the following terms shall have the following meanings:

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of
ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975
of the Code or (c) any Person whose assets include (for purposes of the Plan Asset Regulations



68
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such
“employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of
Labor, as any such exemption may be amended from time to time.

SECTION 1.11. Erroneous Payments.

(c) If the Agent (x) notifies a Bank, or any Person who has received funds on behalf
of a Bank (any such Bank or other recipient (and each of their respective successors and assigns),
a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after
receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in
such notice from the Agent) received by such Payment Recipient from the Agent or any of its
Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Bank or other Payment
Recipient on its behalf) (any such funds, whether transmitted or received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and
collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of
the Agent pending its return or repayment as contemplated below in this Section 7.11 and held in
trust for the benefit of the Agent, and such Bank shall (or, with respect to any Payment Recipient
who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in
no event later than two Business Days thereafter (or such later date as the Agent may, in its sole
discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or
portion thereof) as to which such a demand was made, in same day funds (in the currency so
received), together with interest thereon (except to the extent waived in writing by the Agent) in
respect of each day from and including the date such Erroneous Payment (or portion thereof) was
received by such Payment Recipient to the date such amount is repaid to the Agent in same day
funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance
with banking industry rules on interbank compensation from time to time in effect. A notice of
the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest
error.

(d) Without limiting immediately preceding clause (a), each Bank or any Person who
has received funds on behalf of a Bank (and each of their respective successors and assigns),
agrees that if it receives a payment, prepayment or repayment (whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent
(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that
specified in this Agreement or in a notice of payment, prepayment or repayment sent by the
Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that
was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the
Agent (or any of its Affiliates), or (z) that such Bank, or other such recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such
case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding
clauses (x) or (y), an error and mistake shall be presumed to have been made (absent
written confirmation from the Agent to the contrary) or (B) an error and mistake has been
made (in the case of immediately preceding clause (z)), in each case, with respect to such
payment, prepayment or repayment; and

(ii) such Bank shall (and shall cause any other recipient that receives funds on
its respective behalf to) promptly (and, in all events, within one Business Day of its
knowledge of the occurrence of any of the circumstances described in immediately


69
preceding clauses (x), (y) and (z)) notify the Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so
notifying the Agent pursuant to this Section 7.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section
7.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section
7.11(a) or on whether or not an Erroneous Payment has been made.

(e) Each Bank hereby authorizes the Agent to set off, net and apply any and all
amounts at any time owing to such Bank under any Loan Document (including this Agreement),
or otherwise payable or distributable by the Agent to such Bank under any such Loan Document
with respect to any payment of principal, interest, fees or other amounts, against any amount that
the Agent has demanded to be returned under immediately preceding clause (a).

(f) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered
by the Agent for any reason, after demand therefor in accordance with immediately
preceding clause (a), from any Bank that has received such Erroneous Payment (or
portion thereof) (and/or from any Payment Recipient who received such Erroneous
Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an
“Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Bank at any
time, then effective immediately (with the consideration therefor being acknowledged by
the parties hereto), (A) such Bank shall be deemed to have assigned its Advances (but not
its Commitments) with respect to which such Erroneous Payment was made (the
“Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment
Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of
the Advances (but not Commitments) of the Erroneous Payment Impacted Class, the
“Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount
calculated at par plus any accrued and unpaid interest (with the assignment fee to be
waived by the Agent in such instance)), and is hereby (together with the Borrowers)
deemed to execute and deliver an Assignment and Acceptance (or, to the extent
applicable, an agreement incorporating an Assignment and Acceptance by reference
pursuant to an Approved Electronic Platform as to which the Agent and such parties are
participants) with respect to such Erroneous Payment Deficiency Assignment, and such
Bank shall deliver any Notes evidencing such Advances to the Borrowers or the Agent
(but the failure of such Person to deliver any such Notes shall not affect the effectiveness
of the foregoing assignment), (B) the Agent as the assignee Bank shall be deemed to have
acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed
acquisition, the Agent as the assignee Bank shall become a Bank, as applicable,
hereunder with respect to such Erroneous Payment Deficiency Assignment and the
assigning Bank shall cease to be a Bank, as applicable, hereunder with respect to such
Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its
obligations under the indemnification provisions of this Agreement and its applicable
Commitments which shall survive as to such assigning Bank, (D) [RESERVED], and (E)
the Agent will reflect in the Register its ownership interest in the Advances subject to the
Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous
Payment Deficiency Assignment will reduce the Commitments of any Bank and such
Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to Section 8.07, the Agent may, in its discretion, sell any Advances
(provided that no sales of such Advances shall be made to a Defaulting Bank) acquired
pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the
proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable
Bank shall be reduced by the net proceeds of the sale of such Advance (or portion
thereof), and the Agent shall retain all other rights, remedies and claims against such


70
Bank (and/or against any recipient that receives funds on its respective behalf). In
addition, an Erroneous Payment Return Deficiency owing by the applicable Bank (x)
shall be reduced by the proceeds of prepayments or repayments of principal and interest,
or other distribution in respect of principal and interest, received by the Agent on or with
respect to any such Advances acquired from such Bank pursuant to an Erroneous
Payment Deficiency Assignment (to the extent that any such Advances are then owned by
the Agent) and (y) may, in the sole discretion of the Agent, be reduced by any amount
specified by the Agent in writing to the applicable Bank from time to time.

(g) The parties hereto agree that (x) irrespective of whether the Agent may be
equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not
recovered from any Payment Recipient that has received such Erroneous Payment (or portion
thereof) for any reason, the Agent shall be subrogated to all the rights and interests of such
Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf
of a Bank, to the rights and interests of such Bank, as the case may be) under this Agreement and
the other Loan Documents, with respect to such amount (the “Erroneous Payment Subrogation
Rights”) (provided that the Borrowers’ obligations under this Agreement and the other Loan
Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of
such obligations in respect of Advances that have been assigned to the Agent under an Erroneous
Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by a Borrower; provided that this Section
7.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of
increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the
amount (and/or timing for payment) of the Obligations that would have been payable had such
Erroneous Payment not been made by the Agent; provided, further, that for the avoidance of
doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such
Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is,
comprised of funds received by the Agent from the Borrowers for the purpose of making such
Erroneous Payment.

(h) To the extent permitted by applicable law, no Payment Recipient shall assert any
right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,
counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Agent for the return of any Erroneous Payment received, including, without
limitation, any defense based on “discharge for value” or any similar doctrine.
(i) Each party’s obligations, agreements and waivers under this Section 7.11 shall
survive the resignation or replacement of the Agent, the termination of the Commitments and/or
the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under this
Agreement or any other Loan Document.

ARTICLE VIII
MISCELLANEOUS

SECTION 1.08. Amendments, Etc.

(e) No amendment or waiver of any provision of this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum or the Notes, nor consent to any departure by
any Borrower therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Borrowers and the Majority Banks, the Majority Local Currency Banks or the
Majority Japan Local Currency Banks, as the case may be, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by all the
Banks, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02,


71
or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve
an increase in the aggregate outstanding amount of Advances over the aggregate amount of
Advances outstanding immediately prior to such Borrowing), (b) increase the Commitments of
the Banks (other than pursuant to Section 2.05(c)), increase the Local Currency Commitments,
increase the Japan Local Currency Commitments, or subject the Banks to any additional
obligations, (c) reduce or forgive the principal of, or the rate or amount of interest on, the
Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any
payment of principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (e) change the definition of “Majority Banks,” “Majority Local Currency Banks” or
“Majority Japan Local Currency Banks,” or the percentage of the Commitments or of the
aggregate unpaid principal amount of the Advances, or the number of Banks, which shall be
required for the Banks, or any of them, to take any action hereunder, under the Local Currency
Addendum or under the Japan Local Currency Addendum, or the percentage of the Local
Currency Commitments or Japan Local Currency Commitments or the aggregate unpaid Local
Currency Advances or Japan Local Currency Advances, or the number of Local Currency Banks
or Japan Local Currency Banks, which shall be required for the Local Currency Banks or the
Japan Local Currency Banks, as applicable, or any of them, to take any action hereunder, under
the Local Currency Addendum or under the Japan Local Currency Addendum, as applicable, (f)
amend, modify, or otherwise release CFSC from its obligations under, Article IX hereof or (g)
amend this Section 8.01; and provided, further, that no amendment, waiver or consent shall,
unless in writing and signed by the Agent and the Local Currency Agent or the Japan Local
Currency Agent, as applicable, in addition to the Borrower and the Banks required above to take
such action, affect the rights or duties of the Agent, the Local Currency Agent or the Japan Local
Currency Agent, as applicable, under this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum or any Note.

(f) Anything herein to the contrary notwithstanding, during such period as a Bank is
a Defaulting Bank, to the fullest extent permitted by applicable law, such Bank will not be
entitled to vote in respect of amendments and waivers hereunder and the Commitment and the
outstanding Advances or other extensions of credit of such Bank hereunder will not be taken into
account in determining whether the Majority Banks or all of the Banks, as required, have
approved any such amendment or waiver (and the definition of “Majority Banks” will
automatically be deemed modified accordingly for the duration of such period); provided, that
any such amendment or waiver that would increase the Commitment of such Defaulting Bank or
subject such Defaulting Bank to any additional obligations, postpone the date fixed for any
payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal
of, or interest on, the Advances or any fees or other amounts owing to such Defaulting Bank
hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.

SECTION 1.09. Notices; Communications, Etc.

(a) All notices, demands, requests, consents and other Communications provided for
in this Agreement shall be given in writing, or by any telecommunication device capable of
creating a written record (including electronic mail, except with respect to (x) service of process
to any party or (y) communications to any Bank that has previously notified the Agent and the
Borrowers that electronic mail is not an acceptable delivery method), and addressed to the party
to be notified as follows:

(i) if to Caterpillar

Caterpillar Inc.
100 N.E. Adams Street
Peoria, IL 61629-5370
Attention of: Director - Corporate Finance Services


72
Telecopier No.: 309-578-7909
E-Mail Address: cook_adam_j@cat.com

with a copy to:

Caterpillar Inc.
5205 N. O'Connor Boulevard, Suite 100
Irving, Texas 75039
Attention: Legal Services – Enterprise Governance & Finance Group
Telecopier No.: 309-992-6964
E-Mail Address: david.nimmons@cat.com

(ii) if to CFSC, CIF or CFKK

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attention of: Treasurer
Telecopier No.: 309-675-1188
E-Mail Address: derek.jacobs@cat.com

with a copy to:

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attention: Legal Department – Securities Group
Telecopier No.: 615-341-1083
E-Mail Address: david.nimmons@cat.com

(iii) if to the Agent

Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 646-274-5080
E-Mail Address: glagentofficeops@citi.com

with a copy to:

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention of: Lisa Stevens Harary
Telecopier No.: 212-816-3107
E-Mail Address: lisa.stevensharary@citi.com

(iv) if to any other Bank, to its address (or telecopier number or e-mail
address) set forth in its Administrative Questionnaire;

or at such other address as shall be notified in writing (x) in the case of the Borrowers or the
Agent, to the other parties and (y) in the case of all other parties, to the Borrowers and the Agent.



73
(a) Except as otherwise provided in this Agreement, all notices, demands, requests,
consents and other Communications described in clause (a) shall be effective (i) if delivered by
hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail,
when received by the intended recipient, (iii) if delivered by posting to an Approved Electronic
Platform, an Internet website or a similar telecommunication device requiring that a user have
prior access to such Approved Electronic Platform, website or other device (to the extent
permitted by this Section 8.02 to be delivered thereunder), when such notice, demand, request,
consent and other communication shall have been made generally available on such Approved
Electronic Platform, Internet website or similar device to the class of Person being notified
(regardless of whether any such Person must accomplish, and whether or not any such Person
shall have accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user agreement or
undertaking a duty of confidentiality) and such Person has been notified in respect of such
posting that a communication has been posted to the Approved Electronic Platform and (iv) if
delivered by electronic mail or any other telecommunications device, when received by the
intended recipient; provided, however, that notices and communications to the Agent pursuant to
Article II or Article VII shall not be effective until received by the Agent. If any notice, demand,
request or other communication related to an Event of Default (including, without limitation, any
notice of a failure to make a required payment), is delivered by the Agent or any Bank to the
Borrower by electronic mail or any other telecommunications device, the Agent or such Bank, as
applicable, shall promptly deliver a duplicate copy of such notice, demand, request or other
communication to the Borrower by hand (including by overnight courier service) or by mail.

(b) Notwithstanding clauses (a) and (b) (unless the Agent and the Borrowers agree
that the provisions of clause (a) and (b) be followed) and any other provision in this Agreement
providing for the delivery of any Approved Electronic Communication by any other means, the
Borrowers shall deliver all Approved Electronic Communications to the Agent by properly
transmitting such Approved Electronic Communications in an electronic/soft medium in a format
reasonably acceptable to the Agent to oploanswebadmin@citigroup.com or such other electronic
mail address (or similar means of electronic delivery) as the Agent may notify to the Borrowers.
Nothing in this clause (c) shall prejudice the right of the Agent or any Bank to deliver any
Communication to any Borrower in any manner authorized in this Agreement or to request that
the Borrowers effect delivery in such manner.

(c) Each of the Banks and each Borrower agree that the Agent may, but shall not be
obligated to, make the Approved Electronic Communications available to the Banks by posting
such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic
platform chosen by the Agent to be its electronic transmission system (the “Approved Electronic
Platform”).

(d) Although the Approved Electronic Platform and its primary web portal are
secured with generally-applicable security procedures and policies implemented or modified by
the Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/
Password Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved
Electronic Platform only on a deal-by-deal basis, each of the Banks and each Borrower
acknowledges and agrees that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of
which is hereby acknowledged, each of the Banks and each Borrower hereby approves
distribution of the Approved Electronic Communications through the Approved Electronic
Platform and, subject to subsection (f) below, understands and assumes the risks of such
distribution.


74
(e) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED
ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
NONE OF THE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S GROUP
WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED
ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM
AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM, EXCEPT FOR ERRORS OR OMISSIONS RESULTING FROM
AGENT’S OR AGENT GROUP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM.

(f) Each of the Banks and each Borrower agree that the Agent may, but (except as
may be required by applicable law) shall not be obligated to, store the Approved Electronic
Communications on the Approved Electronic Platform in accordance with the Agent’s generally-
applicable document retention procedures and policies.

SECTION 1.010. No Waiver; Remedies. No failure on the part of any party hereto
to exercise, and no delay in exercising, any right hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

SECTION 1.011. Costs, Expenses and Taxes.

(b) Caterpillar agrees to pay on written demand all reasonable costs and expenses of
the Agent, the Local Currency Agent, the Japan Local Currency Agent, each of the Arrangers
and each of the Co-Syndication Agents in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Local Currency Addendum,
the Japan Local Currency Addendum, the Notes and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Agent, the Local Currency Agent, the Japan Local Currency Agent, each of the
Arrangers and each of the Co-Syndication Agents with respect thereto and with respect to
advising the Agent, the Local Currency Agent, the Japan Local Currency Agent, each of the
Arrangers and each of the Co-Syndication Agents as to their rights and responsibilities under this
Agreement, the Local Currency Addendum and the Japan Local Currency Addendum. The
Borrowers further agree to pay all costs and expenses, if any (including, without limitation,
reasonable counsel fees and expenses of the Banks), of the Agent, the Banks, the Local Currency
Agent, the Japan Local Currency Agent, each of the Arrangers and each of the Co-Syndication
Agents in connection with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the Local Currency Addendum, the Japan Local Currency
Addendum, the Notes and the other documents to be delivered hereunder. If any such costs or
expenses are attributable to a particular Borrower, such costs or expenses shall be paid by such
Borrower. In all other cases, such costs or expenses shall be paid by Caterpillar.

(c) If any payment of principal of any Term SOFR Advance, EURIBOR Rate
Advance or RFR Advance is made other than on the last day of the Interest Period for such
Advance, as a result of a payment pursuant to Section 2.09 or acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, or if the Banks receive payments


75
from an Added Bank in connection with the purchase of a participation in Term SOFR
Advances, EURIBOR Rate Advances or RFR Advances by such Added Bank pursuant to
Section 2.05(d), the applicable Borrower shall, upon demand by any Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such Bank any amounts as such Bank
shall reasonably determine in good faith to be required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably incur as a result of such payment.
Such indemnification shall include, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to
fund or maintain such Advance; provided, however, that any indemnification for such losses,
costs and expenses shall be limited to an amount equal to (i) the principal amount of the Advance
paid by such Borrower or the amount of the participation purchased by such Added Bank, as the
case may be, times (ii) the number of days remaining in the Interest Period applicable to such
Advance (which shall be deemed to be one month for RFR Advances), divided by (x) 360 for
Term SOFR Advances or EURIBOR Rate Advances and (y) 365 or 366, as applicable, for RFR
Advances, times (iii) the interest differential between the interest rate applicable to such Advance
and the rate of interest which would apply on an Advance to such Borrower of the same Type
requested on the date of such payment by such Borrower for an Interest Period which most
nearly approximates the remaining term of the Interest Period applicable to the Advance paid by
such Borrower. A certificate describing in reasonable detail the amount of such losses, costs and
expenses, and specifying therein the Type of loan in reference to which such Bank shall have
made its calculations thereof (the “Reference Investment”), submitted to such Borrower and the
Agent by such Bank, shall create a rebuttable presumption of the rate applicable to the Reference
Investment identified therein. In making any determination under this Section 8.04(b), each
Bank shall use reasonable efforts to minimize the amount payable by such Borrower hereunder
to such Bank, provided that such action does not result in any additional cost, loss or expense for
such Bank and is not otherwise disadvantageous to such Bank.

(d) The Borrowers severally agree to indemnify and hold harmless each of the Agent,
the Local Currency Agent, the Japan Local Currency Agent, each Bank, each Local Currency
Bank, each Japan Local Currency Bank, each Arranger and each Co-Syndication Agent and each
of their Affiliates, directors, officers and employees from and against any and all claims,
damages, liabilities and expenses (including, without limitation, reasonable fees and
disbursements of outside counsel) which may be incurred by or asserted against the Agent, the
Local Currency Agent, the Japan Local Currency Agent, such Bank, such Local Currency Bank,
such Japan Local Currency Bank, such Arranger or such Co-Syndication Agent or any of its or
their respective Affiliates, directors, officers, members, partners, agents, or employees in
connection with or arising out of the Loan Documents or the transactions contemplated hereby,
including but not limited to any investigation, litigation, or proceeding (i) related to any
transaction or proposed transaction (whether or not consummated) in which any proceeds of any
Borrowing are applied or proposed to be applied, directly or indirectly, by such Borrower,
whether or not the Agent, the Local Currency Agent, the Japan Local Currency Agent, such
Bank, such Local Currency Bank, such Japan Local Currency Bank, such Arranger or such Co-
Syndication Agent or any such director, officer or employee is a party to such transactions or
(ii) related to such Borrower’s entering into this Agreement, the Local Currency Addendum or
the Japan Local Currency Addendum, or to any actions or omissions of such Borrower, any of its
Subsidiaries or Affiliates or any of its or their respective officers, members, partners, agents,
directors or employees in connection therewith. If any such claims, damages, liabilities and
expenses are attributable to a particular Borrower, such indemnity shall be provided by such
Borrower. In all other cases, such indemnity shall be provided by Caterpillar. No Borrower
shall be required to indemnify any such indemnified Person from or against any portion of such
claims, damages, liabilities or expenses (x) arising out of the gross negligence or willful
misconduct of such indemnified Person or (y) that result from the violation in any material
respect by such indemnified Person of any law, regulation, ordinance, or judicial or
governmental agency order.


76
(e) The Borrowers’ obligations under this Section 8.04 shall survive the termination
of this Agreement and repayment of all Advances.

SECTION 1.012. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default with respect to a Borrower and (ii) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the
Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each
Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Bank to or for the credit
or the account of such Borrower against any and all of the obligations of such Borrower now or
hereafter existing under this Agreement, the Local Currency Addendum, the Japan Local
Currency Addendum, and any Note of such Borrower held by such Bank, irrespective of whether
or not such Bank shall have made any demand under this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum, or such Note and although such obligations
may be unmatured. Each Bank agrees to immediately notify such Borrower and the Agent by
facsimile or electronic mail after any such set-off and application made by such Bank, provided
that the failure to give such notice shall not affect the validity of such set off and application.
The rights of each Bank under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Bank may have. In the event
that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid
over immediately to the Agent for further application in accordance with the provisions of
Section 2.17 and, pending such payment, will be segregated by such Defaulting Bank from its
other funds and deemed held in trust for the benefit of the Agent and the other Banks and (y) the
Defaulting Bank will provide promptly to the Agent a statement describing in reasonable detail
the obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

SECTION 1.013. Binding Effect. This Agreement shall be deemed to have become
effective as of September 1, 2022 when it shall have been executed by the Borrowers, the Local
Currency Agent, the Japan Local Currency Agent, and the Agent and when the Agent shall have
been notified by each Bank that such Bank has executed it and thereafter this Agreement shall be
binding upon and inure to the benefit of the Borrowers, the Agent, the Local Currency Agent, the
Japan Local Currency Agent, and each Bank and their respective successors and assigns, except
that no Borrower shall have the right to assign its rights hereunder or any interest herein without
the prior written consent of all the Banks.
SECTION 1.014. Assignments and Participations.

(a) (i) Each Bank may, upon not less than one (1) Business Day’s prior notice to the
Agent and with the prior written consent of the Agent (which shall not be required in the case of
an assignment by a Bank to another Bank or a Bank’s Affiliate), Caterpillar and CFSC (in each
case, which consents shall not be unreasonably withheld or delayed; provided, that each of
Caterpillar and CFSC shall be deemed to have consented to any assignment unless such
Borrowers shall object thereto by written notice to the Agent within ten (10) Business Days after
having received notice thereof; provided, further, that no consent of Caterpillar or CFSC shall be
required in connection with any assignment (x) to a Bank or a Bank’s Affiliate or (y) to an
Eligible Financial Institution if an Event of Default has occurred and is continuing) assign to one
or more of such Bank’s Affiliates or to one or more other Banks (or to any Affiliate of such
Bank) or to one or more banks or other entities all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, Revolving
Credit Commitment, its Local Currency Commitment, its Japan Local Currency Commitment, if
applicable, the Advances owing to it and any Note or Notes held by it); provided, however, that
(A) each such assignment shall be of a constant, and not a varying, percentage of all of the
assigning Bank’s rights and obligations under this Agreement, and shall be in an amount not less


77
than the lesser of (x) $5,000,000 and (y) the remaining amount of the assigning Bank’s
Commitment (calculated as at the date of such assignment) or outstanding Advances (if such
Bank’s Commitment has been terminated), (B) no such assignment shall result in any Bank
having a Commitment which is more than 20% of the Total Commitment, (C) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance (but not consent), an
Assignment and Acceptance, together with any Note or Notes subject to such assignment and,
other than in connection with assignments to a Bank’s Affiliate, a processing and recordation fee
of $3,500 (which fee may be waived by the Agent in its sole discretion), (D) no such assignment
shall be made to any Borrower or any of such Borrower’s Affiliates or Subsidiaries and (E) no
such assignment will be made to any Defaulting Bank or any of its subsidiaries, or any Person
who, upon becoming a Bank hereunder, would be a Defaulting Bank.

(ii) Upon such execution, delivery and acceptance of any such Assignment and
Acceptance, from and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall, in addition to the rights and obligations
hereunder held by it immediately prior to such effective date (if any), have the rights and
obligations hereunder that have been assigned to it pursuant to such Assignment and
Acceptance and (y) the Bank assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under this
Agreement, the Local Currency Addendum, if applicable, and the Japan Local Currency
Addendum, if applicable (and, in the case of an Assignment and Acceptance covering all
or the remaining portion of an assigning Bank’s rights and obligations under this
Agreement, the Local Currency Addendum, if applicable, and the Japan Local Currency
Addendum, if applicable, such Bank shall cease to be a party hereto and thereto).
Notwithstanding any assignment, each assigning Bank shall continue to have the benefits
and obligations of a “Bank” under Section 2.12, Section 8.04 and Section 8.14 hereof to
the extent of any Commitments or Advances assigned in accordance herewith.

(b) By executing and delivering an Assignment and Acceptance, the Bank assignor
thereunder and the assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning
Bank makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum, or any other instrument or document
furnished pursuant hereto or thereto; and (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto.

(c) The Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amounts of the Advances owing to, each Bank pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be prima facie
evidence of such matters, and the Borrowers, the Agent, the Local Currency Agent, the Japan
Local Currency Agent and the Banks may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers or any Bank at any reasonable time and from time to time upon reasonable prior
notice.



78
(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank
and an assignee, together with the Notes, if any, subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the form of Exhibit
C-1 hereto, (i) accept such Assignment and Acceptance, and (ii) give prompt notice thereof to the
Borrowers. Within five (5) Business Days after its receipt of such notice, each Borrower, at its
own expense, shall execute and deliver to the Agent in exchange for any surrendered Note of
such Borrower a new Note, if requested, to the order of such assignee and, if the assigning Bank
has retained a Commitment hereunder and requested a new Note, a new Note of such Borrower
to the order of the assigning Bank. Such new Note or Notes, if requested, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in substantially the
form of Exhibit A hereto.

(e) Each Bank may sell participations to one or more banks or other entities in or to
all or a portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, Revolving Credit Commitment, Local Currency
Commitment, if applicable, Japan Local Currency Commitment, if applicable, the Advances
owing to it and the Notes, if any, held by it); provided, however, that (i) such Bank’s obligations
under this Agreement (including, without limitation, its Commitment to the Borrowers
hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the
Borrowers, the other Banks and the Agent for the performance of such obligations, (iii) such
Bank shall remain the holder of any such Notes for all purposes of this Agreement, and (iv) the
Borrowers, the Agent and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Bank sells such a participation shall provide that
such Bank shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Bank will not, without the consent of the participant, agree to
any amendment, modification or waiver described in the first proviso to Section 8.01(a) that
affects such participant.

(f) Notwithstanding the foregoing, any Bank may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement (including, without
limitation, rights to payments of principal of and/or interest on the Advances) to secure
obligations of such Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or any central bank having jurisdiction over such Bank, without prior notice to or
consent of the Borrowers or the Agent; provided that no such pledge or assignment shall release
such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for
such Bank as a party hereto.

SECTION 1.015. Governing Law; Submission to Jurisdiction; Service of Process.

(f) This Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York (without regard for conflict of law principles that would
result in the application of any law other than the internal law of the State of New York).

(g) Each of the Agent, the Local Currency Agent, the Japan Local Currency Agent,
each Bank, each Local Currency Bank, each Japan Local Currency Bank and each Borrower
hereby (i) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an
inconvenient forum to the maintenance of any action or proceeding brought in accordance with
Section 8.08(c); and (ii) agrees that a final judgment in any action brought in accordance with
Section 8.08(c) or proceeding may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each Borrower irrevocably consents to the service of
process of any of the aforesaid courts in any such action or proceeding by the mailing or delivery
of a copy of such process to The Corporation Trust Company, as its agent for the purpose of


79
accepting such process, at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.

(h) Each Borrower irrevocably submits to the exclusive jurisdiction (or, solely in the
case of CFKK and CIF, to the non-exclusive jurisdiction) of (A) any New York State or United
States federal court sitting in New York City (and any appellate court hearing appeals from any
such court), (B) any Illinois State or United States federal court sitting in Chicago, Illinois (and
any appellate court hearing appeals from any such court) and (C) any United States federal court
sitting in Nashville, Tennessee (and any appellate court hearing appeals from any such court), in
each case, in connection with any action or proceeding arising out of or relating to this
Agreement and hereby irrevocably agrees that all claims in respect of any such action or
proceeding shall be heard (and with respect to CFKK and CIF may be heard) and determined in
any such New York State court sitting in New York City or Illinois State court sitting in
Chicago, Illinois or, to the extent permitted by law, in such federal court sitting in New York
City, Chicago, Illinois or Nashville, Tennessee. Each of the Agent, the Local Currency Agent,
the Japan Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local
Currency Bank hereby submits to the non-exclusive jurisdiction of any New York State or
United States federal court sitting in New York City (and any appellate court hearing appeals
from any such court).

(i) Nothing in this Section 8.08 shall affect the right of any Borrower, the Agent, the
Local Currency Agent, the Japan Local Currency Agent, any Bank, any Local Currency Bank or
any Japan Local Currency Bank to serve legal process in any other manner permitted by law.

(j) Nothing in this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum shall affect any right that the Agent, the Local Currency Agent, the Japan
Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local Currency
Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Local
Currency Addendum or the Japan Local Currency Addendum against any Borrower or its
properties in the courts of any jurisdiction.

SECTION 1.016. Caterpillar as Agent for the Borrowers. CFSC, CIF and CFKK
hereby appoint Caterpillar as their agent for purposes of giving notice to or otherwise advising
the Agent or the Banks in such instances where this Agreement calls for notice or advice from
the Borrowers rather than from a specific Borrower (Caterpillar, in such capacity, being referred
to herein as the “Borrower Agent”). The Banks and the Agent may assume that any advice given
to them by Caterpillar in respect of the Borrowers validly represents the collective decision of the
Borrowers, and the Banks and the Agent may rely upon such advice in all instances. Each of
CIF and CFKK hereby irrevocably waives, to the fullest possible extent, any defense of forum
non conveniens.

SECTION 1.10. Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due under this Agreement, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any of the Notes in any
currency (the “Original Currency”) into another currency (the “Other Currency”), the parties
hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Agent could purchase the Original
Currency with the Other Currency on the Business Day preceding that on which final judgment
is given. To the fullest extent permitted by applicable law, the obligation of any Borrower in
respect to any sum due in the Original Currency to the Agent or any Bank shall, notwithstanding
any judgment in an Other Currency, be discharged only to the extent that on the Business Day
following receipt by the Agent or such Bank, as applicable, of any sum adjudged to be so due in
the Other Currency, the Agent or such Bank, as applicable, may in accordance with normal
banking procedures purchase the Original Currency with the Other Currency; if the amount of


80
the Original Currency so purchased is less than the sum originally due to the Agent or such
Bank, as applicable, in the Original Currency, the applicable Borrower or Borrowers agree, as a
separate obligation and notwithstanding any such judgment, to indemnify the Agent or such
Bank, as applicable, against such loss, and if the amount of the Original Currency so purchased
exceeds the sum originally due the Agent or such Bank in the Original Currency, the Agent or
such Bank, as applicable, agrees to remit to the applicable Borrower or Borrowers such excess.

SECTION 1.11. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. A facsimile or PDF copy of any signature hereto shall
have the same effect as the original of such signature. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to any document to be signed in
connection with this Agreement and the transactions contemplated hereby shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that, in respect of documents to be signed by entities established within the European Union, the
Electronic Signature qualifies as a “qualified electronic signature” within the meaning of the
Regulation (EU) n°910/2014 of the European parliament and of the Council of 23 July 2014 on
electronic identification and trust services for electronic transaction in the internal market as
amended from time to time and provided that nothing herein shall require the Agent to accept
Electronic Signatures in any form or format without its prior written consent. For purposes
hereof, “Electronic Signature” means electronic symbol or process attached to, or associated
with, a contract or other record and adopted by a person or entity with the intent to sign,
authenticate or accept such contract or record.

SECTION 1.12. Waiver of Jury Trial. EACH BORROWER, THE AGENT, THE
LOCAL CURRENCY AGENT, THE JAPAN LOCAL CURRENCY AGENT, EACH BANK,
EACH LOCAL CURRENCY BANK AND EACH JAPAN LOCAL CURRENCY BANK
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE
PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE LOCAL CURRENCY ADDENDUM, THE
JAPAN LOCAL CURRENCY ADDENDUM, OR ANY NOTE. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

SECTION 1.13. USA Patriot Act Notification. The following notification is
provided to the Borrowers pursuant to Section 326 of the USA Patriot Act and is effective for the
Agent, the Local Currency Agent, the Japan Local Currency Agent and each of the Banks:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government of the United States of America fight the funding of
terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an account,
including any deposit account, treasury management account, loan, other extension of credit, or
other financial services product. Accordingly, when any Borrower opens an account, the Agent
and the Banks will ask for the Borrower’s name, tax identification number (if applicable),
business address, and other information that will allow the Agent and the Banks to identify such


81
Borrower. The Agent and the Banks may also ask to see such Borrower’s legal organizational
documents or other identifying documents.

SECTION 1.14. Confidentiality. Each of the Agent, the Local Currency Agent, the
Japan Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local
Currency Bank agrees to maintain the confidentiality of the Information (as defined below) in
accordance with its customary procedures, so long as such procedures provide for a reasonable
standard of care (with such standard of care being at least the same standard of care as such
Person would exercise to maintain the confidentiality of its own confidential information), except
that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
managers, administrators, trustees, partners, directors, members, officers, employees, agents,
advisors and other representatives who are involved in the transactions contemplated hereby or
otherwise have a need to know (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent required, in the reasonable determination of the
disclosing party, by any regulatory authority purporting to have jurisdiction over it or its
Affiliates (including any self-regulatory authority, such as the National Association of Insurance
Commissioners) including in connection with any pledge or assignment permitted under Section
8.07(f), (c) to the extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party hereto, (e) in connection with the administration of the
facility and the exercise of any remedies hereunder, under the Local Currency Addendum, under
the Japan Local Currency Addendum or under any other document related to or executed in
connection herewith or therewith or any action or proceeding relating to this Agreement, the
Local Currency Addendum, the Japan Local Currency Addendum or any other document related
to or executed in connection herewith or therewith or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section (except that such agreement shall not contain the exceptions listed in (i) through (iv)
of this clause (f)), to (i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective party (or its managers, administrators, trustees, partners, members, directors,
officers, employees, agents, advisors and other representatives), surety, reinsurer, guarantor or
credit liquidity enhancer (or their advisors) to or in connection with any swap, derivative or other
similar transaction under which payments are to be made by reference to this Agreement, the
obligations of the Borrowers hereunder or payments hereunder, (iii) to any rating agency when
required by it (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), or (iv) the CUSIP Service Bureau or any similar organization (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (g) with the consent of
the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section or any other breach of an obligation of confidentiality or (y)
becomes available to the Agent, the Local Currency Agent, the Japan Local Currency Agent, any
Bank, any Local Currency Bank, any Japan Local Currency Bank or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrowers.

For purposes of this Section, “Information” means all information received from the
Borrowers or any of their respective Subsidiaries relating to the Borrowers or any of their
respective Subsidiaries or any of their respective businesses, other than any such information that
is available to the Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank,
any Local Currency Bank and any Japan Local Currency Bank on a nonconfidential basis prior to
disclosure by the Borrowers or any of their respective Subsidiaries, provided that, in the case of
information received from the Borrowers or any of their respective Subsidiaries after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be


82
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information, but in no event less than a reasonable degree of care.

SECTION 1.15. Treatment of Information.

(a) Certain of the Banks may enter into this Agreement, the Local Currency
Addendum and/or the Japan Local Currency Addendum and take or not take action hereunder or
thereunder on the basis of information that does not contain Restricting Information. Other
Banks may enter into this Agreement, the Local Currency Addendum and/or the Japan Local
Currency Addendum and take or not take action hereunder or thereunder on the basis of
information that may contain Restricting Information. Each Bank acknowledges that United
States federal and state securities laws prohibit any person from purchasing or selling securities
on the basis of material, non-public information concerning an issuer of such securities or,
subject to certain limited exceptions, from communicating such information to any other Person.
Neither the Agent nor any of its Related Parties shall, by making any Communications (including
Restricting Information) available to a Bank, by participating in any conversations or other
interactions with a Bank or otherwise, make or be deemed to make any statement with regard to
or otherwise warrant that any such information or Communication does or does not contain
Restricting Information nor shall the Agent or any of its Related Parties be responsible or liable
in any way for any decision a Bank may make to limit or to not limit its access to Restricting
Information. In particular, none of the Agent nor any of its Related Parties (i) shall have, and the
Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain
or inquire as to whether or not a Bank has or has not limited its access to Restricting Information,
such Bank’s policies or procedures regarding the safeguarding of material, nonpublic
information or such Bank’s compliance with applicable laws related thereto or (ii) shall have, or
incur, any liability to any Borrower or Bank or any of their respective Related Parties arising out
of or relating to the Agent or any of its Related Parties providing or not providing Restricting
Information to any Bank.

(b) Each Borrower agrees that (i) all Communications it provides to the Agent
intended for delivery to the Banks whether by posting to the Approved Electronic Platform or
otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not
contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each
Borrower shall be deemed to have authorized the Agent and the Banks to treat such
Communications as either publicly available information or not material information (although,
in this latter case, such Communications may contain sensitive business information and,
therefore, remain subject to the confidentiality undertakings of Section 8.14) with respect to such
Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all
Communications marked “PUBLIC” may be delivered to all Banks and may be made available
through a portion of the Approved Electronic Platform designated “Public Side Information,”
and (iv) the Agent shall be entitled to treat any Communications that are not marked “PUBLIC”
as Restricting Information and may post such Communications to a portion of the Approved
Electronic Platform not designated “Public Side Information.” Neither the Agent nor any of its
Affiliates shall be responsible for any statement or other designation by a Borrower regarding
whether a Communication contains or does not contain material non-public information with
respect to any of the Borrowers or their securities nor shall the Agent or any of its Affiliates
incur any liability to any Borrower, any Bank or any other Person for any action taken by the
Agent or any of its Affiliates based upon such statement or designation, including any action as a
result of which Restricting Information is provided to a Bank that may decide not to take access
to Restricting Information. Nothing in this Section 8.15 shall modify or limit a Bank’s
obligations under Section 8.14 with regard to Communications and the maintenance of the
confidentiality of or other treatment of Information.


83
(c) Each Bank acknowledges that circumstances may arise that require it to refer to
Communications that might contain Restricting Information. Accordingly, each Bank agrees that
it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact
information) on such Bank’s Administrative Questionnaire. Each Bank agrees to notify the
Agent from time to time of such Bank’s designee’s e-mail address to which notice of the
availability of Restricting Information may be sent by electronic transmission.

(d) Each Bank acknowledges that Communications delivered hereunder, under the
Local Currency Addendum and under the Japan Local Currency Addendum may contain
Restricting Information and that such Communications are available to all Banks generally.
Each Bank that elects not to take access to Restricting Information does so voluntarily and, by
such election, acknowledges and agrees that the Agent and other Banks may have access to
Restricting Information that is not available to such electing Bank. None of the Agent nor any
Bank with access to Restricting Information shall have any duty to disclose such Restricting
Information to such electing Bank or to use such Restricting Information on behalf of such
electing Bank, and shall not be liable for the failure to so disclose or use, such Restricting
Information.

(e) The provisions of the foregoing clauses of this Section 8.15 are designed to assist
the Agent, the Banks and the Borrowers, in complying with their respective contractual
obligations and applicable law in circumstances where certain Banks express a desire not to
receive Restricting Information notwithstanding that certain Communications hereunder, under
the Local Currency Addendum or under the Japan Local Currency Addendum or other
information provided to the Banks hereunder or thereunder may contain Restricting Information.
Neither the Agent nor any of its Related Parties warrants or makes any other statement with
respect to the adequacy of such provisions to achieve such purpose nor does the Agent or any of
its Related Parties warrant or make any other statement to the effect that Borrower’s or Bank’s
adherence to such provisions will be sufficient to ensure compliance by such Borrower or Bank
with its contractual obligations or its duties under applicable law in respect of Restricting
Information and each of the Banks and each Borrower assumes the risks associated therewith.

SECTION 1.1.Amendment and Restatement. The Borrowers, the Banks, the Agent, the
Japan Local Currency Agent and the Local Currency Agent each agree that, upon (i) the
execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or
waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the
terms and provisions of the Existing Credit Agreement shall be and hereby are amended,
superseded and restated in their entirety by the terms and provisions of this Agreement. This
Agreement is not intended to and shall not constitute a novation of the Existing Credit
Agreement or the Debt created thereunder. The commitment of each Bank that is a party to the
Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the
only commitments shall be those hereunder. Without limiting the foregoing, upon the
effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are
outstanding on the Closing Date shall continue as Advances under (and shall be governed by the
terms of) this Agreement, (b) all obligations under the Existing Credit Agreement with any Bank
or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as
obligations under this Agreement, and (c) the Agent shall have full power and authority to
allocate the Commitments and Revolving Credit Commitments of the Banks as in effect
immediately prior to the Closing Date such that, immediately after giving effect to such
allocations on the Closing Date, each Bank shall hold the “Commitment” and the “Revolving
Credit Commitment” set forth next to its name on Schedule I hereto and the Banks further agree
to make all assignments and/or transfers, and hereby consent to any such assignments and
transfers, which may be necessary (including, without limitation, assignments of funded
obligations) to effect the allocations described in this clause (c).


84
SECTION 1.2.No Fiduciary Duty. The Agent, each Bank and their Affiliates
(collectively, solely for purposes of this paragraph, the “Banks”), may have economic interests
that conflict with those of the Borrowers, their stockholders and/or their affiliates. The
Borrowers agree that nothing in the Agreement and the related documents or otherwise will be
deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty
between any Bank, on the one hand, and the Borrowers, their stockholders or their affiliates, on
the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the
Agreement and the related documents (including the exercise of rights and remedies hereunder
and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand,
and such Borrower, on the other, and (ii) in connection therewith and with the process leading
thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of the
Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby
(or the exercise of rights or remedies with respect thereto) or the process leading thereto
(irrespective of whether any Bank has advised, is currently advising or will advise such
Borrower, its stockholders or its affiliates on other matters) or any other obligation to such
Borrower except the obligations expressly set forth in the Agreement and the related documents
and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such
Borrower, its management, stockholders, creditors or any other Person. Each Borrower
acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it
deemed appropriate and that it is responsible for making its own independent judgment with
respect to such transactions and the process leading thereto. Each Borrower agrees that it will
not claim that any Bank has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to the Bank, in connection with such transaction or the process leading
thereto.

SECTION 1.3.Arrangers. Any Affiliate of an Arranger may provide the services of an
Arranger for the transactions contemplated hereunder.

SECTION 1.4.Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum or in any other agreement, arrangement or
understanding among any such parties, each party hereto and thereto acknowledges that any
liability of any Affected Financial Institution arising under this Agreement, the Local Currency
Addendum, or the Japan Local Currency Addendum, as applicable, may be subject to the Write-
Down and Conversion Powers of an applicable Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:
(f) the application of any Write-Down and Conversion Powers by an applicable
Resolution Authority to any such liabilities arising hereunder or thereunder which may be
payable to it by any party hereto or thereto that is an Affected Financial Institution; and

(g) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent undertaking, or
a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement, the Local Currency Addendum or the
Japan Local Currency Addendum; or

(iii) the variation of the terms of such liability in connection with the exercise
of the Write-Down and Conversion Powers of any applicable Resolution Authority.


85
ARTICLE IX
CFSC GUARANTY

SECTION 1.03. The Guaranty. CFSC hereby unconditionally and irrevocably
guarantees to the Agent, each Bank and each other holder of any obligations owing by CIF and
CFKK under this Agreement, the Local Currency Addendum and the Japan Local Currency
Addendum, the due and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Advance to each of CIF and CFKK, and the
due and punctual payment of all other amounts payable by CIF and CFKK under this Agreement,
the Local Currency Addendum and the Japan Local Currency Addendum. Upon failure by either
CIF or CFKK to pay punctually any such amount, CFSC shall forthwith on demand pay the
amount not so paid at the place, in the manner and with the effect otherwise specified in Article
II of this Agreement. CFSC’s obligations under this Article IX shall constitute a continuing
guaranty of payment and performance and not merely of collection.

SECTION 1.04. Guaranty Unconditional. The obligations of CFSC under this
Article IX shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum, by operation of law or otherwise, or
the exchange, release or non-perfection of any collateral security therefor;

(ii) any modification or amendment of or supplement to this Agreement, the
Local Currency Addendum, the Japan Local Currency Addendum, or any Note;

(iii) any change in the corporate existence, structure or ownership of CIF or
CFKK, including the merger of CIF or CFKK, into another entity, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting CIF or its assets, or
CFKK or its assets, or any resulting release or discharge of any obligation of CIF or
CFKK under this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum, as applicable;

(iv) the existence of any claim, set-off or other rights which CFSC may have at
any time against CIF or CFKK, the Agent, the Local Currency Agent, the Japan Local
Currency Agent, any Bank or any other Person, whether in connection herewith or any
unrelated transactions, provided that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim;

(v) any invalidity or unenforceability relating to or against CIF or CFKK for
any reason of any provision or all of this Agreement, the Local Currency Addendum or
the Japan Local Currency Addendum, or any provision of applicable law or regulation
purporting to prohibit the payment by CIF or CFKK of the principal of or interest on any
Advance or any other amount payable by it under this Agreement; or

(vi) any other act or omission to act or delay of any kind by CIF, CFKK, the
Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank or any
other Person or any other circumstance whatsoever which might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of CFSC’s obligations under this
Article IX, of CIF’s obligations under this Agreement or the Local Currency Addendum
or of CFKK’s obligations under this Agreement or the Japan Local Currency Addendum.




86
SECTION 1.010. Discharge Only Upon Payment In Full; Reinstatement in Certain
Circumstances. CFSC’s obligations under this Article IX shall remain in full force and effect
until the Commitments are terminated and the principal of and interest on the Advances to CIF
and CFKK and all other amounts payable by CFSC, CIF and CFKK under this Agreement, the
Local Currency Addendum and the Japan Local Currency Addendum shall have been paid in full
and shall survive the Current Termination Date and the Extended Termination Date, as
applicable. If at any time any payment of the principal of or interest on any Advance to CIF or
CFKK or any other amount payable by CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum (including a payment exercised through a
right of setoff) is rescinded or is or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of CIF or CFKK or otherwise (including pursuant to any settlement
entered into by the Agent, the Local Currency Agent, the Japan Local Currency Agent or any
Bank, in each case in its discretion), CFSC’s obligations hereunder with respect to such payment
shall be reinstated at such time as though such payment had been due but not made at such time.

SECTION 1.011. Waiver by CFSC. CFSC irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any right be exhausted or any action be taken by the Agent, the Local Currency
Agent, the Japan Local Currency Agent, any Bank or any other Person against CIF or CFKK or
any other Person or any collateral security. CFSC waives any benefit of the collateral, if any,
which may from time to time secure the Advances to CIF or CFKK or any of CIF’s or CFKK’s
other obligations under this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum, and authorizes the Agent, the Local Currency Agent, the Japan Local
Currency Agent, or the Banks to take any action or exercise any remedy with respect thereto
which the Agent, the Local Currency Agent, the Japan Local Currency Agent, or the Banks in its
or their discretion shall determine, without notice to CFSC. In the event the Agent, the Local
Currency Agent, the Japan Local Currency Agent, or the Banks elect to give notice of any action
with respect to any such collateral, ten (10) days’ written notice mailed to CFSC by certified mail
at its address set forth in Section 8.02 shall be deemed reasonable notice of any matters contained
in such notice.

SECTION 1.012. Subrogation. Upon making any payment hereunder, CFSC shall
be subrogated to the rights of the Banks against CIF or CFKK, as applicable, with respect to such
payment; provided that CFSC shall not enforce any right or demand or receive any payment by
way of subrogation until all amounts of principal of and interest on the Advances to CIF and
CFKK and all other amounts payable by CIF and CFKK under this Agreement, the Local
Currency Addendum and the Japan Local Currency Addendum have been paid in full.

SECTION 1.013. Stay of Acceleration. In the event that acceleration of the time for
payment of any amount payable by CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum is stayed upon the insolvency, bankruptcy or
reorganization of CIF or CFKK, as applicable, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by CFSC hereunder forthwith on
demand by the Agent for the account of the Banks.

The remainder of this page is intentionally blank; signature pages follow.




87
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or representatives thereunto duly authorized, as of the date
first above written.

CATERPILLAR INC.


By /s/ Patrick McCartan
Name: Patrick McCartan
Title: Vice President and Treasurer

CATERPILLAR FINANCIAL
SERVICES CORPORATION

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director

CATERPILLAR FINANCE KABUSHIKI
KAISHA

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director




Signature Page to Credit Agreement
(Three-Year Facility)
CITIBANK, N.A., as Agent


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to Credit Agreement
(Three-Year Facility)
CITIBANK EUROPE PLC, UK BRANCH, as
Local Currency Agent


By /s/ Alasdair Garnham
Name: Alasdair Garnham
Title: Vice President




Signature Page to Credit Agreement
(Three-Year Facility)
MUFG BANK, LTD., as Japan Local Currency
Agent


By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No.3




Signature Page to Credit Agreement
(Three-Year Facility)
Banks


CITIBANK, N.A.


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Domestic Lending Office:

Citibank, N.A.
1 Penns Way, Ops II
New Castle, DE 19720
Attention: Securities Processing Analyst
Phone: (201) 751-7566
Fax: gloriginationops@citi.com




Euro and RFR Lending Offices:

Citibank, N.A.
1 Penns Way, Ops II
New Castle, DE 19720
Attention: Securities Processing Analyst
Phone: (201) 751-7566
Fax: gloriginationops@citi.com




Signature Page to Credit Agreement
(Three-Year Facility)
BANK OF AMERICA, N.A.




By /s/ Brian Lukehart
Name: Brian Lukehart
Title: Managing Director




Domestic Lending Office:

Bank of America, N.A.
110 N. Wacker Dr.
Chicago, IL 60606
Attn: Amit Manna
Phone: 415-436-3685 Ext 66850
Fax: 972-728-6160
Email: bank_of_america_as_lender_2@bofa.com


Euro and RFR Lending Offices:

Bank of America, N.A., London Branch
26 Elmfield Road
Bromley, Kent, BR1 1LR,
United Kingdom
Attn: Kevin Grubb / Adi Khambata
Phone: +44-208-313-2655 / 44-208-695-3389
Fax: +44-208-313-2140
Email: emealoanoperations@bofa.com




Signature Page to Credit Agreement
(Three-Year Facility)
JPMORGAN CHASE BANK, N.A.




By /s/ Will Price
Name: Will Price
Title: Vice President




Domestic Lending Office:

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
NCC 5, 1st Floor
Newark, DE 19713
Attention: Vithal Giri
Email: na_cpg@jpmorgan.com


Euro and RFR Lending Offices:

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
NCC 5, 1st Floor
Newark, DE 19713
Attention: European Loan Ops
Email: European.Loan.Operations@jpmorgan.com




Signature Page to Credit Agreement
(Three-Year Facility)
BARCLAYS BANK PLC




By /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President




Domestic Lending Office:

Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: US Loan Operations
Phone: 212-412-1140
Fax: 212-526-5115


Euro and RFR Lending Offices:

Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: US Loan Operations
Phone: 212-412-1140
Fax: 212-526-5115




Signature Page to Credit Agreement
(Three-Year Facility)
MUFG BANK, LTD.




By /s/ John Margetanski
Name: John Margetanski
Title: Authorized Signatory


Domestic Lending Office:
MUFG Bank, Ltd.
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: U.S. Wholesale Banking
Timothy Cassidy
Phone: 312-696-4668
Fax: 212-696-6440 with a copy to
312-696-4535


Euro and RFR Lending Offices:
MUFG Bank, Ltd.
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: U.S. Wholesale Banking
Timothy Cassidy
Phone: 312-696-4668
Fax: 212-696-6440 with a copy to
312-696-4535




Signature Page to Credit Agreement
(Three-Year Facility)
SOCIÉTÉ GÉNÉRALE




By /s/ Kimberly Metzger
Name: Kimberly Metzger
Title: Director


Domestic Lending Office:

SOCIÉTÉ GÉNÉRALE
245 Park Avenue
New York, NY 10167
Attention: Loan Servicing Group
Phone: 201-839-8450
Fax: 201-839-8115


Euro and RFR Lending Offices:

SOCIÉTÉ GÉNÉRALE
245 Park Avenue
New York, NY 10167
Attention: Loan Servicing Group
Phone: 201-839-8450
Fax: 201-839-8115


With a Copy To:

SOCIÉTÉ GÉNÉRALE, Chicago Branch
425 Financial Place
Suite 2400
Chicago, IL 60605
Attention: Kimberly Metzger
Phone: 312-894-6235
Fax: 312-894-6201




Signature Page to Credit Agreement
(Three-Year Facility)
BNP PARIBAS




By /s/ Tony Baratta
Name: Tony Baratta
Title: Managing Director


By /s/ Nader Tannous
Name: Nader Tannous
Title: Managing Director


Domestic Lending Office:

BNP Paribas
155 N. Wacker Drive, Suite 4450
Chicago, IL 60606
Attention: Nader Tannous
Phone: 312-977-1382
Fax: 312-977-1380


Euro and RFR Lending Offices:

BNP Paribas
155 N. Wacker Drive, Suite 4450
Chicago, IL 60606
Attention: Nader Tannous
Phone: 312-977-1382
Fax: 312-977-1380




Signature Page to Credit Agreement
(Three-Year Facility)
HSBC BANK USA, N.A.




By /s/ Matthew McLaurin
Name: Matthew McLaurin
Title: Director


Domestic Lending Office:

HSBC Bank USA, N.A.
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, NY 10018
Attention: Loan Administration
Phone: (212) 525-1529
Fax: (847) 793-3415


Euro and RFR Lending Offices:

HSBC Bank USA, N.A.
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, NY 10018
Attention: Loan Administration
Phone: (212) 525-1529
Fax: (847) 793-3415




Signature Page to Credit Agreement
(Three-Year Facility)
ING BANK N.V. DUBLIN BRANCH




By /s/ Cormac Langford
Name: Cormac Langford
Title: Director

By /s/ Rosemary Healy
Name: Rosemary Healy
Title: Vice President

Domestic Lending Office:
ING Bank N.V., Dublin Branch
Block 4, Dundrum Town Centre
Sandyford Road, Dundrum
D16 A4W6, Ireland
Attention: Chris Gleeson
Phone: +353-1-638-4060
Fax: +353-1-638-4050


Euro and RFR Lending Offices:
ING Bank N.V., Dublin Branch
Block 4, Dundrum Town Centre
Sandyford Road, Dundrum
D16 A4W6, Ireland
Attention: Chris Gleeson
Phone: +353-1-638-4060
Fax: +353-1-638-4050




Signature Page to Credit Agreement
(Three-Year Facility)
LLOYDS BANK PLC




By /s/ Martin Mactavish
Name: Martin Mactavish
Title: Associate Director


Domestic Lending Office:

Lloyds Bank plc
10 Gresham Street
London, EC2V 7AE, United Kingdom
Attention: Client Servicing Team
Phone: +44-131-203-3139
Fax:


Euro and RFR Lending Offices:

Lloyds Bank plc
10 Gresham Street
London, EC2V 7AE, United Kingdom
Attention: Client Servicing Team
Phone: +44-131-203-3139
Fax:




Signature Page to Credit Agreement
(Three-Year Facility)
THE TORONTO-DOMINION BANK, NEW
YORK BRANCH




By /s/ David Perlman
Name: David Perlman
Title: Authorized Signatory


Domestic Lending Office:

The Toronto-Dominion Bank, New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Brian Pirotta
Phone: 416-982-7744
Fax: 416-983-0003


Euro and RFR Lending Offices:

The Toronto-Dominion Bank, New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Brian Pirotta
Phone: 416-982-7744
Fax: 416-983-0003




Signature Page to Credit Agreement
(Three-Year Facility)
U.S. BANK NATIONAL ASSOCIATION




By /s/ James N. DeVries
Name: James N. DeVries
Title: Senior Vice President


Domestic Lending Office:
U.S. Bank National Association
190 S. LaSalle Street, 9th Floor
Chicago, IL 60604
Attention: James N. DeVries
Phone: 312-325-8885
Fax: 312-325-8754


Euro and RFR Lending Offices:
U.S. Bank National Association
190 S. LaSalle Street, 9th Floor
Chicago, IL 60604
Attention: James N. DeVries
Phone: 312-325-8885
Fax: 312-325-8754




Signature Page to Credit Agreement
(Three-Year Facility)
THE BANK OF NOVA SCOTIA




By /s/ Kelly Cheng
Name: Kelly Cheng
Title: Managing Director


Domestic Lending Office:

The Bank of Nova Scotia
44 King Street West
Toronto, ON
M5H1H1, Canada
Attention: Rachelle Duncan
Phone: 212-225-5705
Fax: 212-225-5709


Euro and RFR Lending Offices:

The Bank of Nova Scotia
44 King Street West-
Toronto, ONT-
M5H1H1, Canada
Attention: Rachelle Duncan
Phone: 212-225-5705
Fax: 212-225-5709




Signature Page to Credit Agreement
(Three-Year Facility)
THE NORTHERN TRUST COMPANY




By /s/ Keith L. Burson
Name: Keith L. Burson
Title: Senior Vice President


Domestic Lending Office:

The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
Attention: Keith L. Burson
Phone: 312-444-3099
Fax: 312-557-1425


Euro and RFR Lending Offices:

The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
Attention: Keith L. Burson
Phone: 312-444-3099
Fax: 312-557-1425




Signature Page to Credit Agreement
(Three-Year Facility)
COMMERZBANK AG, NEW YORK BRANCH




By /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director


By /s/ Jack Deegan
Name: Jack Deegan
Title: Director


Domestic Lending Office:

Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Jack Deegan
Phone: 212-266-7646
Fax: 212-266-7565


Euro and RFR Lending Offices:

Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Jack Deegan
Phone: 212-266-7646
Fax: 212-266-7565




Signature Page to Credit Agreement
(Three-Year Facility)
SUMITOMO MITSUI BANKING
CORPORATION




By /s/ Minxiao Tian
Name: Minxiao Tian
Title: Director


Domestic Lending Office:
Sumitomo Mitsui Banking Corporation, New York
Branch
277 Park Avenue, 4th Floor
New York, NY 10017
Attention: Thomas Carroll
Phone: (212) 829-3657


Euro and RFR Lending Offices:
Sumitomo Mitsui Banking Corporation, New York
Branch
277 Park Avenue, 6th Floor
New York, NY 10017
Attention: Thomas Carroll
Phone: (212) 829-3657




Signature Page to Credit Agreement
(Three-Year Facility)
STANDARD CHARTERED BANK




By /s/ Kristopher Tracy
Name: Kristopher Tracy
Title: Director, Financing Solutions


Domestic Lending Office:
Standard Chartered Bank
1095 Avenue of the Americas, 37th Floor
New York, NY 10036
Attention: Kevin Fox
Phone: 201-706-5313
Fax: 201-706-6722


Euro and RFR Lending Offices:
Standard Chartered Bank
1095 Avenue of the Americas, 37th Floor
New York, NY 10036
Attention: Kevin Fox
Phone: 201-706-5313
Fax: 201-706-6722




Signature Page to Credit Agreement
(Three-Year Facility)
BANCO SANTANDER, S.A., NEW YORK
BRANCH


By /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director


By /s/ Daniel Kostman
Name: Daniel Kostman
Title: Executive Director



Domestic Lending Office:

Banco Santander, S.A., New York Branch
45 E 53rd Street
New York, NY 10022
Attention: Jose M. Rodriguez
Phone: +1 212-350-3608
Fax: +1 212-350-3647


Euro and RFR Lending Offices:

Banco Santander, S.A.
Edificio Montepricipe, Planta 2
Calle Patones, 1
28925 Alcorcon (Madrid), Spain
Attention: Carlos Ezponda
Phone: +34 659 561 692
Fax: n/a




Signature Page to Credit Agreement
(Three-Year Facility)
WELLS FARGO BANK, NATIONAL
ASSOCIATION




By /s/ Matt J. Perrizo
Name: Matt J. Perrizo
Title: Director


Domestic Lending Office:

Wells Fargo Bank, National Association
10 S. Wacker Drive 22nd Floor
Chicago, IL 60606
Attention: Matt J. Perrizo
Phone: 312-543-7250
Fax: N/A


Euro and RFR Lending Offices:

Wells Fargo Bank, National Association
10 S. Wacker Drive 22nd Floor
Chicago, IL 60606
Attention: Matt J. Perrizo
Phone: 312-543-7250
Fax: N/A




Signature Page to Credit Agreement
(Three-Year Facility)
INDUSTRIAL AND COMMERCIAL BANK OF
CHINA LIMITED, NEW YORK BRANCH


By /s/ Xuan Zhang
Name: Xuan Zhang
Title: Associate


By /s/ Yuanyuan Peng
Name: Yuanyuan Peng
Title: Executive Director


Domestic Lending Office:

Industrial and Commercial Bank of China Limited,
New York Branch
1185 Avenue of the Americas, 17th Floor
New York, NY 10036
Attention: Loan Admin
Yung Tuen Lee
Phone: 332-214-4755
Fax: 212-956-3631


Euro and RFR Lending Offices:

Industrial and Commercial Bank of China Limited,
New York Branch
1185 Avenue of the Americas, 17th Floor
New York, NY 10036
Attention: Loan Admin
Yung Tuen Lee
Phone: 332-214-4755
Fax: 212-956-3631




Signature Page to Credit Agreement
(Three-Year Facility)
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED


By /s/ Robert Grillo
Name: Robert Grillo
Title: Executive Director


Domestic Lending Office:

Australia and New Zealand Banking Group
Limited
277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Phone: 917-443-6031


Euro and RFR Lending Offices:

Australia and New Zealand Banking Group
Limited
277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Phone: 917-443-6031




Signature Page to Credit Agreement
(Three-Year Facility)
KBC BANK N.V.




By /s/ Francis X. Payne
Name: Francis X. Payne
Title: Managing Director




By /s/ Iryna Leff
Name: Iryna Leff
Title: Vice President


Domestic Lending Office:

KBC Bank NV, New York Branch
1177 Avenue of the Americas
New York, NY 10036
Attention: Peter Hallett
Phone: 212-541-0649
Fax: 212-956-5581


Euro and RFR Lending Offices:

KBC Bank NV, New York Branch
1177 Avenue of the Americas
New York, NY 10036
Attention: Peter Hallett
Phone: 212-541-0649
Fax: 212-956-5581




Signature Page to Credit Agreement
(Three-Year Facility)
CHINA CONSTRUCTION BANK
CORPORATION, NEW YORK BRANCH




By /s/ Qi Feng
Name: Qi Feng
Title: Deputy General Manager


Lending Office:
China Construction Bank Corporation, New York
Branch
1095 Avenue of the Americas
33rd Floor
New York, New York 10036
Attention: Yida Mai
Telephone: 646-781-2450




Signature Page to Credit Agreement
(Three-Year Facility)
WESTPAC BANKING CORPORATION


By /s/ Daniel Sutton
Name: Daniel Sutton
Title: Tier Two Attorney


Domestic Lending Office:

Westpac Banking Corporation
575 Fifth Avenue, 39th Floor
New York, NY 10017
Attention: Daniel Sutton
Phone: 212-551-1977
Fax:


Euro and RFR Lending Offices:

Westpac Banking Corporation
575 Fifth Avenue, 39th Floor
New York, NY 10017
Attention: Daniel Sutton
Phone: 212-551-1977
Fax:




Signature Page to Credit Agreement
(Three-Year Facility)
BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH


By /s/ Cara Younger
Name: Cara Younger
Title: Managing Director


By /s/ David Calvo Ruiz
Name: David Calvo Ruiz
Title: Managing Director


Domestic Lending Office:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, NY 10105
Attention: Carlos Yzaguirre
Phone: 212-728-1695


Euro and RFR Lending Offices:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, NY 10105
Attention: Carlos Yzaguirre
Phone: 212-728-1695




Signature Page to Credit Agreement
(Three-Year Facility)
THE BANK OF NEW YORK MELLON


By /s/ Thomas J. Tarasovich, Jr.
Name: Thomas J. Tarasovich, Jr.
Title: Vice President


Domestic Lending Office:

The Bank of New York Mellon
500 Grant Street
1 Mellon Center – Room 3600
Pittsburgh, PA 15258-0001
Attention: Thomas J. Tarasovich, Jr.
Phone: (412) 236-2790
Fax: (412) 236-1914


Euro and RFR Lending Offices:

The Bank of New York Mellon
500 Grant Street
1 Mellon Center – Room 3600
Pittsburgh, PA 15258-0001
Attention: Thomas J. Tarasovich, Jr.
Phone: (412) 236-2790
Fax: (412) 236-1914




Signature Page to Credit Agreement
(Three-Year Facility)
ITAU UNIBANCO S.A. – MIAMI BRANCH


By /s/ Paulo Cardoso
Name: Paulo Cardoso
Title:


By /s/ Jorge I. Vera
Name: Jorge I. Vera
Title: VP – Back Office Operations

Domestic Lending Office:

ITAU Unibanco S.A., Miami Branch
200 S. Biscayne Blvd., 22nd Floor
Miami, Florida 33131
Attention: Carina Oliveira
Phone: +351 21 381 1142
Fax: +351 21 388 7219
Email: loans@itaubba.com


Euro and RFR Lending Offices:

ITAU Unibanco S.A., Miami Branch
200 S. Biscayne Blvd., 22nd Floor
Miami, Florida 33131
Attention: Carina Oliveira
Phone: +351 21 381 1142
Fax: +351 21 388 7219
Email: loans@itaubba.com




Signature Page to Credit Agreement
(Three-Year Facility)
SCHEDULE I

COMMITMENTS

REVOLVING CREDIT
BANK COMMITMENT COMMITMENT
Citibank, N.A. $221,000,000 $194,000,000
Bank of America, N.A. $221,000,000 $196,500,000
JPMorgan Chase Bank, N.A. $221,000,000 $194,000,000
Barclays Bank PLC $221,000,000 $195,000,000
MUFG Bank, Ltd. $221,000,000 $146,000,000
Société Générale $221,000,000 $198,000,000
BNP Paribas $110,500,000 $106,750,000
HSBC Bank USA, N.A. $110,500,000 $110,500,000
ING Bank N.V. Dublin Branch $110,500,000 $110,500,000
Lloyds Bank plc $110,500,000 $100,000,000
The Toronto-Dominion Bank, New York $110,500,000 $110,500,000
Branch
U.S. Bank National Association $110,500,000 $110,500,000
Commerzbank AG, New York Branch $84,500,000 $76,250,000
The Bank of Nova Scotia $78,000,000 $78,000,000
The Northern Trust Company $71,500,000 $71,500,000
Standard Chartered Bank $71,500,000 $71,500,000
Wells Fargo Bank, National Association $71,500,000 $71,500,000
Sumitomo Mitsui Banking Corporation $65,000,000 $65,000,000
Industrial and Commercial Bank of China $39,000,000 $39,000,000
Limited, New York Branch
Australia and New Zealand Banking Group $39,000,000 $39,000,000
Limited
KBC Bank N.V. $39,000,000 $39,000,000
Banco Santander, S.A., New York Branch $39,000,000 $39,000,000
China Construction Bank Corporation, New $32,500,000 $32,500,000
York Branch
Westpac Banking Corporation $32,500,000 $32,500,000
Banco Bilbao Vizcaya Argentaria, S.A. New $26,000,000 $26,000,000
York Branch
The Bank of New York Mellon $26,000,000 $26,000,000
Itau Unibanco S.A., Miami Branch $26,000,000 $26,000,000
Total $2,730,000,000 $2,505,000,000
SCHEDULE II

COMMITMENT FEE AND APPLICABLE MARGIN TABLE1

Basis for Pricing Level I Level II Level III Level IV Level V

If the Credit Rating If the Credit Rating If the Credit Rating If the Credit Rating If the Credit Rating for
for the applicable for the applicable for the applicable for the applicable the applicable
Borrower is at least Borrower is at least Borrower is at least A Borrower is at least Borrower is lower than
AA- by Standard & A+ by Standard & by Standard & Poor’s A- by Standard & Level IV by Standard
Poor’s or at least Aa3 Poor’s or at least A1 or at least A2 by Poor’s or at least A3 & Poor’s and Moody’s
by Moody’s by Moody’s Moody’s by Moody’s



Commitment Fee 0.050% 0.060% 0.070% 0.100% 0.150%
Rate
Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for Term SOFR
Advances


Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for EURIBOR Rate
Advances


Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for SONIA Advances




1
Credit spread adjustments, if any, appear in the applicable interest rate definitions.
Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for TONAR
Advances


Applicable Margin 0.000% 0.000% 0.000% 0.000% 0.250%
for Base Rate and
Japan Prime Rate
Advances




Signature Page to Credit Agreement
(Three-Year Facility)
EXHIBIT A

FORM OF NOTE

Dated: __________, 20__

FOR VALUE RECEIVED, the undersigned, [Caterpillar Inc./Caterpillar Financial
Services Corporation] (the “Borrower”), HEREBY PROMISES TO PAY to the order of
______________________________________________________________________________
______________________________________________________________________________
______ (the “Bank”) for the account of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) the principal amount of each Advance (as defined below) made by
the Bank to the Borrower pursuant to the Credit Agreement (as defined below) on the last day of
the Interest Period (as defined in the Credit Agreement) for such Advance.

The Borrower promises to pay interest on the unpaid principal amount of each Advance
from the date of such Advance until such principal amount is paid in full, at such interest rates,
and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in the currency and to the office of the Agent
specified pursuant to the Credit Agreement, in same day funds. Each Advance made by the
Bank to the Borrower and the maturity thereof, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of,
the Third Amended and Restated Credit Agreement (Three-Year Facility), dated as of September
1, 2022, as the same may be amended, restated, supplemented or otherwise modified from time
to time (the “Credit Agreement”) among the Borrower, [names of the other Borrowers under the
Credit Agreement] (together with the Borrower, the “Borrowers”), the Bank and certain other
banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank,
Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for the Bank and such other
banks. The Credit Agreement, among other things, (i) provides for the making of advances (the
“Advances”) by the Bank to the Borrowers from time to time in an aggregate amount not to
exceed at any time such Bank’s Commitment (as defined in the Credit Agreement) at such time
(the indebtedness of the Borrower resulting from each such Advance to the Borrower being
evidenced by this Promissory Note), and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No
failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder
hereof shall operate as a waiver of such rights.




1
DB1/ 132019834.4
This Promissory Note shall be governed by, and construed in accordance with, the laws
of the State of New York, United States (without regard for conflict of law principles that would
result in the application of any law other than the internal law of the State of New York).

[CATERPILLAR INC./CATERPILLAR
FINANCIAL SERVICES CORPORATION]



By:
Title:




2
ADVANCES, MATURITIES, AND PAYMENTS OF PRINCIPAL

Amount of
Currency and Principal Unpaid
Type of Amount of Maturity of Paid or Principal Notation
Date Advance Advance Advance Prepaid Balance Made By




3
EXHIBIT B-1

FORM OF NOTICE OF REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary
Ladies and Gentlemen:

The undersigned, [Caterpillar Inc./Caterpillar Financial Services Corporation], refers to
the Third Amended and Restated Credit Agreement (Three-Year Facility), dated as of September
1, 2022, as the same may be amended, restated, supplemented or otherwise modified from time
to time (the “Credit Agreement,” the terms defined therein being used herein as therein defined),
among the undersigned, [names of the other Borrowers under the Credit Agreement], certain
Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank,
Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in
that connection sets forth below the information relating to such Revolving Credit Borrowing
(the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit
Agreement:

(i) The Business Day of the Proposed Revolving Credit Borrowing is
__________, 20__.

(ii) The Type of Revolving Credit Advances comprising the Proposed
Revolving Credit Borrowing is [Base Rate Advances] [EURIBOR Rate Advances] [Term
SOFR] [RFR Advances].

(iii) The currency of the Proposed Revolving Credit Borrowing is ______.

(iv) The aggregate amount of the Proposed Revolving Credit Borrowing is
$__________.

(v) The Interest Period (where applicable) for each Advance made as part of
the Proposed Revolving Credit Borrowing is [30 days] [_____ month[s]].2

(vi) The proceeds of the Proposed Revolving Credit Borrowing should be
remitted in same day funds to [Account Number, Bank Name, Account Name, ______].



2
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).
1
DB1/ 132019834.4
The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Revolving Credit Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]3 [(excluding those contained in the second sentence of
subsection (e) thereof)]4 [and Section 4.02]5 are correct, before and after giving
effect to the Proposed Revolving Credit Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Revolving Credit Borrowing or from the application of the proceeds
therefrom, which constitutes an Event of Default with respect to any Borrower [or
would constitute an Event of Default with respect to any Borrower but for the
requirement that notice be given or time elapse or both] 6.

Very truly yours,

[CATERPILLAR INC./CATERPILLAR
FINANCIAL SERVICES CORPORATION]



By:
Title:




3
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
4
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.03.
5
To be included in Notices of Revolving Credit Borrowing from CFSC.
6
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.03.


2
EXHIBIT B-2

FORM OF NOTICE OF LOCAL CURRENCY BORROWING

Citibank Europe plc, UK Branch, as Local Currency Agent
Citigroup Centre
5th Floor
Canary Wharf
London, United Kingdom
E14 5LB
Attention: Karen Hall, Andrew Guthrie, Claire Crawford
Email Addresses: Karen.hall@citi.com, andrew.guthrie@citi.com, Claire.crawford@citi.com
Facsimile No. 44 20 7492 3980

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Road, OPS III
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar International Finance Designated Activity Company, refers
to (1) the Third Amended and Restated Credit Agreement (Three-Year Facility), dated as of
September 1, 2022, as the same may be amended, restated, supplemented or otherwise modified
from time to time (the “Credit Agreement,” the terms defined therein being used herein as
therein defined), among the undersigned, Caterpillar Inc., Caterpillar Financial Services
Corporation (“CFSC”), Caterpillar Finance Kabushiki Kaisha, certain Banks parties thereto,
Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local
Currency Agent, and Citibank, N.A., as Agent for said Banks, and (2) the Local Currency
Addendum dated as of September 1, 2022, among the undersigned, CFSC, the Local Currency
Banks party thereto, and Citibank Europe plc, UK Branch as the Local Currency Agent (the
“Addendum”). The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.03B
of the Credit Agreement and the Addendum that the undersigned hereby requests a Local
Currency Borrowing under the Credit Agreement and the Addendum, and in that connection sets
forth below the information relating to such Local Currency Borrowing (the “Proposed
Borrowing”) as required by Section 2.03B of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is __________, 20__.

(i) The currency of the Proposed Borrowing is ________.

(ii) The aggregate amount of the Proposed Borrowing is __________.



1
DB1/ 132019834.4
(iii) The Interest Period (where applicable) for each Advance made as part of
the Proposed Borrowing is _____ month[s].7

The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]8 [(excluding those contained in the second sentence of
subsection (e) thereof)]9 and Section 4.02 are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default with respect to any Borrower [or would constitute
an Event of Default with respect to any Borrower but for the requirement that
notice be given or time elapse or both] 10.

Very truly yours,

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY



By:
Title:




7
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).
8
To be included in Notices of Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
9
To be included in Notices of Borrowing pursuant to Section 3.03.
10
To be included in Notices of Borrowing pursuant to Section 3.03.


2
EXHIBIT B-3

FORM OF NOTICE OF JAPAN LOCAL CURRENCY BORROWING

MUFG Bank, Ltd.,
as Japan Local Currency Agent
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3, Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan
Attention: Mr. Kazuki Takehara

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Finance Kabushiki Kaisha, refers to (1) the Third Amended
and Restated Credit Agreement (Three-Year Facility), dated as of September 1, 2022, as the
same may be amended, restated, supplemented or otherwise modified from time to time (the
“Credit Agreement,” the terms defined therein being used herein as therein defined), among the
undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation (“CFSC”), Caterpillar
International Finance Designated Activity Company, certain Banks parties thereto, Citibank
Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency
Agent, and Citibank, N.A., as Agent for said Banks, and (2) the Japan Local Currency
Addendum dated as of September 1, 2022, among the undersigned, CFSC, the Japan Local
Currency Banks party thereto, and MUFG Bank, Ltd., as Japan Local Currency Agent (the
“Addendum”). The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.03D
of the Credit Agreement and the Addendum that the undersigned hereby requests a Japan Local
Currency Borrowing under the Credit Agreement and the Addendum, and in that connection sets
forth below the information relating to such Japan Local Currency Borrowing (the “Proposed
Borrowing”) as required by Section 2.03D of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is __________, 20__. This
[is] [is not] a same-day Borrowing request.11

(i) The Type of Japan Local Currency Advances comprising the Proposed
Borrowing is [Japan Base Rate Advances] [TONAR Advances].

(ii) The aggregate amount of the Proposed Borrowing is $_____________.


11
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).
1
DB1/ 132019834.4
The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]12 [(excluding those contained in the second sentence of
subsection (e) thereof)]13 and Section 4.02 are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default with respect to any Borrower [or would constitute
an Event of Default with respect to any Borrower but for the requirement that
notice be given or time elapse or both] 14.

Very truly yours,

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




12
To be included in Notices of Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
13
To be included in Notices of Borrowing pursuant to Section 3.03.
14
To be included in Notices of Borrowing pursuant to Section 3.03.


2
EXHIBIT B-4

FORM OF NOTICE OF ALLOCATION

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Inc., as Borrower Agent on behalf of itself, Caterpillar
Financial Services Corporation, Caterpillar International Finance Designated Activity Company
and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), refers to the Third Amended and
Restated Credit Agreement (Three-Year Facility), dated as of September 1, 2022, as the same
may be amended, restated, supplemented or otherwise modified from time to time (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), among the
Borrowers, certain Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said
Banks, and hereby gives you notice, pursuant to Section 2.01(b) of the Credit Agreement that the
Borrowers request a re-allocation of the Total Commitment, and in that connection sets forth
below the information relating to such re-allocation as required by Section 2.01(b) of the Credit
Agreement:

(i) The Business Day of the proposed re-allocation is ________, 20__.

(i) The Allocation for each of Caterpillar Inc. and Caterpillar Financial
Services Corporation after giving effect to such re-allocation is as follows:




1
DB1/ 132019834.4
Borrower Allocation
Caterpillar Inc. $________
Caterpillar Financial Services Corporation $________




Very truly yours,

CATERPILLAR INC.

By:
Title:




2
EXHIBIT B-5

FORM OF NOTICE OF BANK ADDITION

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha
(the “Borrowers”), refer to the Third Amended and Restated Credit Agreement (Three-Year
Facility), dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement,” the terms defined therein being
used herein as therein defined), among the Borrowers, certain Banks parties thereto, Citibank
Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency
Agent, and Citibank, N.A., as Agent for said Banks, and hereby give you notice, pursuant to
Section 2.05(c) of the Credit Agreement that the Borrowers request a Bank Addition, and in that
connection set forth below the information relating to such proposed Bank Addition (the
“Proposed Bank Addition”) as required by Section 2.05(c) of the Credit Agreement:

(i) The Business Day of the Proposed Bank Addition is ________, 20__.

(i) The name and address of the proposed Added Bank are as follows:

______________________________
______________________________
______________________________




1
DB1/ 132019834.4
(ii) The amount of the Commitment of the proposed Added Bank, after giving
effect to the Proposed Bank Addition, would be $__________.


Very truly yours,

CATERPILLAR INC.


By:
Title:

CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Title:

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY



By:
Title:

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




2
EXHIBIT C-1

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated _______________, 20__

Reference is made to the Third Amended and Restated Credit Agreement (Three-Year
Facility), dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement”) among Caterpillar Inc.,
Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity
Company, and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in
the Credit Agreement), Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG
Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for the Banks (the
“Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein with the same meaning.

_____________ (the “Assignor”) and ___________________ (the “Assignee”) agree as
follows:

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, the percentage interest specified on Schedule 1 hereto
in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the date
hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof), including, without limitation, such percentage
interest in (i) the Assignor’s Commitment and Revolving Credit Commitment, which on the date
hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) are in the dollar amounts specified as the
Assignor’s Commitment and Revolving Credit Commitment on Schedule 1 hereto, which
Commitment is allocated between Caterpillar and CFSC, the Assignor’s Allocated Commitment
for each such Borrower as of the date hereof being set forth on Schedule 1 hereto; [(ii) the
Assignor’s [Local Currency Commitment] [Japan Local Currency Commitment], which on the
date hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) is in the dollar amount specified as the
Assignor’s [Local Currency Commitment] [Japan Local Currency Commitment] on Schedule 1
hereto;]15 [(ii)/(iii)] the aggregate outstanding principal amount of Advances owing to the
Assignor by each Borrower, which on the date hereof (after giving effect to any other
assignments thereof made prior to the date hereof, whether or not such assignments have become
effective, but without giving effect to any other assignments thereof also made on the date
hereof) is in the dollar amount specified as the aggregate outstanding principal amount of
Advances owing to the Assignor from such Borrower on Schedule 1 hereto; and [(iii)/(iv)] the
Notes, if any, held by the Assignor.

2. The Assignor (i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free and clear of any
adverse claim; (ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
15
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
1
DB1/ 132019834.4
instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; and (iv) attaches the Notes, if any, referred to
in paragraph 1 above and requests that the Agent exchange each such Note from each Borrower
for a new Note executed by such Borrower payable to the order of the Assignee or new Notes
executed by such Borrower payable to the order of the Assignee and the Assignor, as applicable.

3. Following the execution of this Assignment and Acceptance by the Assignor and
the Assignee, it will be delivered to the Agent for acceptance by the Agent. The effective date of
this Assignment and Acceptance shall be the date of acceptance thereof by the Agent, unless a
later date therefor is specified on Schedule 1 hereto (the “Effective Date”).

4. Upon such acceptance by the Agent, as of the Effective Date, (i) the Assignee
shall, in addition to the rights and obligations under the Credit Agreement [and the [Local
Currency Addendum] [Japan Local Currency Addendum]]16 held by it immediately prior to the
Effective Date, have the rights and obligations under the Credit Agreement [and the [Local
Currency Addendum] [Japan Local Currency Addendum]]17 that have been assigned to it
pursuant to this Assignment and Acceptance and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement [and the [Local Currency Addendum] [Japan Local Currency
Addendum]]18.

5. Upon such acceptance by the Agent, from and after the Effective Date, the Agent
[and the [Local Currency Agent] [Japan Local Currency Agent]]19 shall make all payments under
the Credit Agreement [,the [Local Currency Addendum] [Japan Local Currency Addendum]]20
and the Notes, if any, in respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest, and Commitment Fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement [, the [Local Currency Addendum] [Japan Local Currency Addendum]]21 and the
Notes, if any, for periods prior to the Effective Date directly between themselves.

6. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York (without regard for conflict of law principles
that would result in the application of any law other than the internal law of the State of New
York).

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly authorized, as of the date
first above written, such execution being made on Schedule 1 hereto.




16
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
17
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
18
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
19
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
20
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
21
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.


2
Schedule 1
to
Assignment and Acceptance
Dated __________, 20__

Section 1.

Percentage Interest: __________%

Assignor’s Commitment: $_________

Assignor’s Revolving Credit Commitment: $_________

[Assignor’s Local Currency Commitment:] $_________

[Assignor’s Japan Local Currency Commitment:] $_________

(a) Allocated Commitment
to Caterpillar $_________

(b) Allocated Commitment
to CFSC $_________

Aggregate Outstanding Principal

Amount of Revolving Credit Advances owing to the Assignor by:

(a) Caterpillar $_________

(a) CFSC $_________

[Amount of Local Currency Advances owing to the Assignor] $_________

[Amount of Japan Local Currency Advances owing to the Assignor] $_________

Section 2.
Notes, if any, payable to the order of the Assignee

(b) Borrower: Caterpillar

Dated: _____________, 20__

(c) Borrower: CFSC

Dated: _____________, 20__

Notes, if any, payable to the order of the Assignor

(c) Borrower: Caterpillar

Dated: _____________, 20__

(d) Borrower: CFSC
1
DB1/ 132019834.4
Dated: _____________, 20__

Section 3.

Effective Date 22: ________, 20__

Section 4.

Domestic Lending Office ______________

Euro Lending Office ______________

RFR Lending Office ______________


[NAME OF ASSIGNOR]


By:
Title:

[NAME OF ASSIGNEE]


By:
Title:




22
This date should be no earlier than the date of acceptance by the Agent.


2
Consented to and Accepted this _____ day
of _________________, 20__


[NAME OF AGENT], as Agent


By:
Title:



[NAME OF LOCAL CURRENCY AGENT], as
Local Currency Agent


By:
Title:



[NAME OF JAPAN LOCAL CURRENCY
AGENT], as Japan Local Currency Agent



By:
Title:




3
Agreed to this _____ day
of _____________, 20__23


CATERPILLAR INC.


By:
Title:



CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Title:




23
To be included when consent of the Borrowers is required pursuant to Section 8.07(a)(i).


4
EXHIBIT C-2

FORM OF ASSUMPTION AND ACCEPTANCE

Dated _______________, 20__

Reference is made to the Third Amended and Restated Credit Agreement (Three-Year
Facility), dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement”) among Caterpillar Inc.,
Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity
Company and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in
the Credit Agreement), Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG
Bank, Ltd., as Japan Local Currency Bank and Citibank, N.A., as Agent for the Banks (the
“Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein with the same meaning.

The Borrowers and ___________________ (the “Added Bank”) agree as follows:

1. The Borrowers have requested the Added Bank to [become a Bank under the
Credit Agreement and to accept and make a Commitment and Revolving Credit Commitment
[and [Local Currency Commitment] [Japan Local Currency Commitment]] under the Credit
Agreement in the amounts set forth on Schedule 1 hereto]24 [increase its Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement to the amounts set forth on Schedule 1 hereto]25 and
the Added Bank has agreed to so [become a Bank and accept and make a Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement in such amounts]26 [increase its Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement to such amounts].27 The Added Bank agrees, upon
the Effective Date of this Assumption and Acceptance, to purchase a participation in any
Revolving Credit Advances [[Local Currency Advances] [Japan Local Currency Advances]]
which are outstanding on the Effective Date in the amount determined pursuant to Section
2.05(d) of the Credit Agreement.

2. The Added Bank hereby acknowledges and agrees that neither the Agent nor any
Bank (i) has made any representation or warranty, nor assumed any responsibility, with respect
to any statements, warranties or representations made in or in connection with the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; or (ii) has made any representation or
warranty, nor assumed any responsibility, with respect to the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations under the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto.

3. Following the execution of this Assumption and Acceptance by the Added Bank
and the Borrowers, it will be delivered to the Agent for acceptance by the Agent. The effective


24
To be used if the Added Bank is not already a Bank under the Credit Agreement.
25
To be used if the Added Bank is already a Bank under the Credit Agreement.
26
To be used if the Added Bank is not already a Bank under the Credit Agreement.
27
To be used if the Added Bank is already a Bank under the Credit Agreement.
1
DB1/ 132019834.4
date of this Assumption and Acceptance shall be the date of acceptance thereof by the Agent,
unless a later date therefor is specified on Schedule 1 hereto (the “Effective Date”).

4. Upon such acceptance by the Agent, as of the Effective Date, (i) the Added Bank
shall, in addition to the rights and obligations under the Credit Agreement held by it immediately
prior to the Effective Date, if any, have the rights and obligations under the Credit Agreement
that have been assumed by it pursuant to this Assumption and Acceptance.

5. Upon such acceptance by the Agent, from and after the Effective Date, the Agent
shall make all payments under the Credit Agreement and the Notes, if any, in respect of the
Commitment and Revolving Credit Commitment [and Local Currency Commitment] [and Japan
Local Currency Commitment] assumed hereby (including, without limitation, all payments of
principal, interest and Commitment Fees with respect thereto) to the Added Bank.

6. This Assumption and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York (without regard for conflict of law principles
that would result in the application of any law other than the internal law of the State of New
York).

IN WITNESS WHEREOF, the Added Bank and the Borrowers have caused this
Assumption and Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on Schedule 1 hereto.




2
Schedule 1
to
Assumption and Acceptance
Dated __________, 20__

Section 1.

Added Bank’s Commitment after
giving effect to this Assumption
and Acceptance: $_________

Added Bank’s Revolving Credit Commitment
after giving effect to this Assumption
and Acceptance: $_________

[Added Bank’s Local Currency Commitment
after giving effect to this Assumption
and Acceptance: $_________]

[Added Bank’s Japan Local Currency Commitment
after giving effect to this Assumption
and Acceptance: $_________]

Section 2.

Effective Date 28: ________, 20__

Section 3.

Domestic Lending Office ______________

Euro Lending Office ______________

RFR Lending Office ______________

[Local Currency Lending Office ______________]
[Japan Local Currency Lending Office ______________]




28
This date should be no earlier than the date of acceptance by the Agent.
1
DB1/ 132019834.4
CATERPILLAR INC.


By:
Title:


CATERPILLAR FINANCIAL
SERVICES CORPORATION


By:
Title:


CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY



By:
Title:


CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




2
[NAME OF ADDED BANK]

By:
Title:

Accepted this _____ day
of _________________, 20__

[NAME OF AGENT]

By:
Title:




3
EXHIBIT D

FORM OF OPINION OF COUNSEL
FOR EACH OF CATERPILLAR AND CFSC

[Closing Date]

To the Banks listed on Schedule I hereto
and to Citibank, N.A., as Agent[, Citibank
Europe plc, UK Branch, as Local Currency Agent,
and MUFG Bank, Ltd.,
as Japan Local Currency Agent]

Re: [Name of Applicable Borrower]

Ladies and Gentlemen:

I am in-house counsel for [Name of Applicable Borrower], a Delaware corporation (the
“Borrower”), and give this opinion pursuant to Section 3.01(d) of the Third Amended and
Restated Credit Agreement (Three-Year Facility), dated as of September 1, 2022 (the “Credit
Agreement”), among the Borrower, [Caterpillar Inc./Caterpillar Financial Services Corporation],
Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki
Kaisha, the Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent,
MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks.
Terms defined in the Credit Agreement are used herein as therein defined.

I have examined the Credit Agreement; [the Local Currency Addendum; the Japan Local
Currency Addendum;] the documents furnished by the Borrower pursuant to Article III of the
Credit Agreement; the [[Restated] Certificate of Incorporation] of the Borrower and any
amendments thereto, as currently in effect (the “Charter”); and the [bylaws] of the Borrower and
any amendments thereto, as currently in effect (the “Bylaws”). In addition, I have examined the
originals, or copies certified to my satisfaction, of such other corporate records of the Borrower,
certificates of public officials, and agreements, instruments and other documents, and have
conducted such other investigations of fact and law, as I have deemed necessary or advisable for
purposes of this opinion letter.
In rendering my opinion, I have assumed the due authorization, execution and delivery of
each document referred to herein by all parties to such document other than the Borrower.

Based upon the foregoing, and subject to the comments and qualifications set forth
below, it is my opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to transact business and is
in good standing as a foreign corporation in each of the jurisdictions listed in Schedule II to this
opinion letter.

2. The execution, delivery and performance by the Borrower of the Credit
Agreement [, the Local Currency Addendum, the Japan Local Currency Addendum]29 and the
Notes to be executed by it are within the Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene, or constitute a default under
(i) the Charter or the Bylaws or (ii) in any material respect, the General Corporation Law of the
29
For CFSC opinion.
1
DB1/ 132019834.4
State of Delaware or any United States Federal or [Tennessee]30 law, rule or regulation
applicable to the Borrower (I express no opinion relating to the United States federal securities
laws or any state securities or Blue Sky laws), (iii) any agreement filed as an exhibit to the
Borrower’s annual report on Form 10-K, filed with the U.S. Securities and Exchange
Commission (the “Commission”) on [DATE], or any agreement filed or incorporated by
reference as an exhibit to a filing of the Borrower under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, with the Commission from [DATE] up to and
including the date hereof, or (iv) any material judgment, injunction order or decree binding upon
the Borrower.

3. No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body of the United States[,][or] the State of Delaware31 that
in my experience would normally be applicable to general business entities is required for the
execution, delivery and performance by the Borrower of the Credit Agreement [, the Local
Currency Addendum, the Japan Local Currency Addendum]32 and the Notes to be executed by it
(but I express no opinion relating to any state securities or Blue Sky laws).

4. The Credit Agreement [, the Local Currency Addendum, the Japan Local
Currency Addendum]33 and its Notes have been duly executed and delivered by a duly
authorized officer of the Borrower. Assuming that the Agent, the Local Currency Agent, the
Japan Local Currency Agent, and each Bank party to the Credit Agreement as of the date hereof
have duly executed and delivered the Credit Agreement and that each such Bank has notified the
Agent that such Bank has executed the Credit Agreement, [, and assuming that (x) the Local
Currency Agent and each Local Currency Bank party to the Local Currency Addendum as of the
date hereof have duly executed and delivered the Local Currency Addendum and that each such
Local Currency Bank has notified the Agent that such Local Currency Bank has executed the
Local Currency Addendum and (y) the Japan Local Currency Agent and each Japan Local
Currency Bank party to the Japan Local Currency Addendum as of the date hereof have duly
executed and delivered the Japan Local Currency Addendum and that each such Japan Local
Currency Bank has notified the Agent that such Japan Local Currency Bank has executed the
Japan Local Currency Addendum] the Credit Agreement is, [the Local Currency Addendum is,
the Japan Local Currency Addendum is,] the Notes executed and delivered by the Borrower on
or prior to the date hereof are, and any other Notes when executed and delivered by the Borrower
pursuant to the terms of the Credit Agreement will be, the valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective terms.34
5. There is no pending or, to my actual knowledge, threatened action or proceeding
affecting the Borrower or any of its Subsidiaries before any court, governmental agency or
arbitrator, which purports to affect the legality, validity or enforceability of the Credit Agreement
[, the Local Currency Addendum, the Japan Local Currency Addendum,] or any Note or which is
reasonably likely to materially adversely affect (i) the financial condition or operations of the
Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability of the Borrower to
perform its obligations under the Credit Agreement [, the Local Currency Addendum, the Japan
Local Currency Addendum] and the Notes to be executed by it.

Insofar as the foregoing opinions relate to the valid existence and good standing of the
Borrower, they are based solely on the certificates from public officials attached hereto as
Exhibit A. Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Borrower, such opinions are subject to (i)
30
External counsel to provide all New York law opinions.
31
External counsel to provide all New York law opinions.
32
For CFSC opinion.
33
For CFSC opinion.
34
External counsel to provide all New York law opinions.


2
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to
general principles of equity and (ii) limitations under applicable law or public policy on waivers
of rights or defenses.

I express no opinion as to (i) Sections 2.13 and 8.05 of the Credit Agreement, insofar as
they provide that any Bank purchasing a participation from another Bank pursuant thereto may
exercise set-off or similar rights with respect to such participation or that any Affiliate of a Bank
may exercise set-off or similar rights with respect to such Bank’s claims under the Credit
Agreement or the Notes; (ii) Section 2.12(c), 7.09 or 8.04(c), to the extent that any such section
may be construed as requiring indemnification with respect to a claim, damage, liability or
expense incurred as a result of any violation of law by a Bank[,][or] the Agent [the Local
Currency Agent or the Japan Local Currency Agent]; (iii) Section 8.08(c) of the Credit
Agreement [or any comparable provisions of the Japan Local Currency Addendum or the Local
Currency Addendum], insofar as [any] such provision relates to the subject matter jurisdiction of
the United States District Court to adjudicate any controversy related to the Credit Agreement; or
(iv) Sections 8.10 or 8.12, [or ]the last sentence of Section 8.08(b) of the Credit Agreement[or
any comparable provisions of the Japan Local Currency Addendum or the Local Currency
Addendum] or (v) clauses (B) and (C) of Section 8.08(c) of the Credit Agreement, insofar as
either such clause relates to the submission to jurisdiction in any Illinois State or United States
federal court sitting in Chicago, Illinois (and any appellate court hearing appeals from any such
court) or any United States federal court sitting in Nashville, Tennessee (and any appellate court
hearing appeals from any such court), as applicable.

[For Caterpillar Inc.:] [In rendering the opinion in numbered paragraph 2, I have assumed
that to the extent any document referred to in clause (iii) of numbered paragraph 2 is governed by
the law of a jurisdiction other than those referred to in the following paragraph, such document
would be interpreted in accordance with its plain meaning.]

[The foregoing opinions are limited to the federal law of the United States of America,
the law of the State of [Tennessee] and the General Corporation Law of the State of Delaware.]

This opinion letter is limited to the matters expressly set forth herein, and no opinion is
implied or may be inferred beyond the matters expressly set forth herein. The opinions
expressed herein are being delivered to you as of the date hereof in connection with the
transactions described hereinabove and are solely for your benefit in connection with the
transactions described hereinabove and may not be relied on, used, circulated, quoted or
otherwise referred to in any manner or for any purpose by any other Person, nor any copies
published, communicated or otherwise made available in whole or in part to any other Person
without my specific prior written consent, except that (A) you may furnish copies hereof, (i) to
your independent auditors and attorneys, (ii) upon the request of any state or federal authority or
official having regulatory jurisdiction over you, (iii) pursuant to order or legal process of any
court or governmental agency and (iv) to any of your permitted or prospective assigns and/or
participants in respect of the Credit Agreement, the Japan Local Currency Addendum and the
Local Currency Addendum and (B) assignees that become Banks party to the Credit Agreement
pursuant to Section 8.07 thereof may rely on this opinion as if addressed to them on the date
hereof, on the condition and understanding that (i) this opinion letter speaks only as of the date
hereof as described below and (ii) any such reliance by a future assignee must be actual and
reasonable under the circumstances existing at the time such person becomes an assignee,
including any changes in law, facts or any other developments known to or reasonably knowable
by such person at such time. I assume no obligation to advise you or any other person, or to
make any investigations, as to any legal developments or factual matters arising subsequent to
the date hereof that might affect the opinions expressed herein.

Very truly yours,


3
4
Schedule I




5
Schedule II

[Caterpillar Inc.
Alabama
Arizona
California
Georgia
Illinois
Indiana
Kentucky
Minnesota
Mississippi
Nebraska
North Carolina
South Carolina
Tennessee
Texas
Virginia
Wisconsin]

[Cat Financial
Tennessee]




1
DB1/ 132019834.4
Exhibit A

Good Standing Certificates

See attached.




2
EXHIBIT E

[RESERVED]




3
EXHIBIT F-1

FORM OF COMPLIANCE CERTIFICATE
CATERPILLAR INC.

To: The Banks which are parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Third Amended and
Restated Credit Agreement (Three-Year Facility), dated as of September 1, 2022, as the same
may be amended, restated, supplemented or otherwise modified from time to time (the
“Agreement”) among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha
(collectively, the “Borrowers”), the Banks party thereto, Citibank Europe plc, UK Branch, as
Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency Agent and Citibank, N.A.,
as agent for the Banks. Capitalized terms used and not otherwise defined herein shall have the
meanings attributed to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ______________ of Caterpillar Inc. (the “Borrower”).

1. I have reviewed the terms of the Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements.

2. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default with
respect to the Borrower during or at the end of the accounting period covered by the attached
financial statements or as of the date hereof.

3. As required pursuant to Section 5.03 of the Agreement, the Borrower’s
Consolidated Net Worth, as of the end of the accounting period covered by the attached financial
statements, is at least $9,000,000,000 as shown below.
(a) Consolidated Net Worth $__________

(i) Stockholders’ equity $__________

(ii) Accumulated Other
Comprehensive Income $__________

(iii) Pension and other post-retirement
benefits balance within
Accumulated Other Comprehensive
Income $__________

The foregoing certifications and the financial statements delivered with this Certificate in
support hereof, are made and delivered this _____ day of __________, 20__.



1
DB1/ 132019834.4
CATERPILLAR INC.

By:
Name:
Title:




2
EXHIBIT F-2

FORM OF COMPLIANCE CERTIFICATE
CATERPILLAR FINANCIAL SERVICES CORPORATION

To: The Banks which are parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Third Amended and
Restated Credit Agreement (Three-Year Facility), dated as of September 1, 2022, as the same
may be amended, restated, supplemented or otherwise modified from time to time (the
“Agreement”) among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha
(collectively, the “Borrowers”), the Banks party thereto, Citibank Europe plc, UK Branch, as
Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, Citibank, N.A., as
agent for the Banks. Capitalized terms used and not otherwise defined herein shall have the
meanings attributed to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ______________ of Caterpillar Financial Services
Corporation (the “Borrower”).

1. I have reviewed the terms of the Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements.

2. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default with
respect to the Borrower during or at the end of the accounting period covered by the attached
financial statements or as of the date hereof.

3. As required pursuant to Section 5.04(a) of the Agreement, the Borrower’s ratio
(the “Leverage Ratio”) of CFSC Consolidated Debt to CFSC’s Consolidated Net Worth, equal to
the average of the Leverage Ratios as determined on the last day of each of the six preceding
calendar months, as of the end of the accounting period covered by the attached financial
statements, is not greater than 10.0 to 1, as shown below.35

(a) CFSC Consolidated Debt* $__________

(b) CFSC’s Consolidated
Net Worth* $__________

(c) Leverage Ratio (6-month moving average) __________

(d) Leverage Ratio (at December 31, 20__) ___________

* At end of current accounting period


35
It being understood that rounding may cause minor discrepancies with the previous three Compliance Certificates
delivered.
1
DB1/ 132019834.4
2. As required pursuant to Section 5.04(b) of the Agreement, the ratio of (1) the
Borrower’s profit excluding income taxes, Interest Expense and Net Gain/(Loss) From Interest
Rate Derivatives to (2) Interest Expense, computed as of the end of the calendar quarter covered
by the attached financial statements for the rolling four-quarter period then most recently ended,
is not less than 1.15 to 1, as shown below.36

(a) Profit excluding income taxes, Interest
Expense and excluding Net Gain/(Loss)
From Interest Rate Derivatives $__________

(b) Interest Expense $__________

(c) Ratio of profit excluding income taxes,
Interest Expense and Net Gain/(Loss)
From Interest Rate Derivatives to
Interest Expenses (a÷b) __________

The foregoing certifications and the financial statements delivered with this Certificate in
support hereof, are made and delivered this _____ day of __________, 20__.

CATERPILLAR FINANCIAL SERVICES
CORPORATION

By:
Name:
Title:




36
It being understood that rounding may cause minor discrepancies with the previous three Compliance Certificates
delivered.


2
EXHIBIT G-1

FORM OF LOCAL CURRENCY ADDENDUM (THREE-YEAR FACILITY)

LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the Credit
Agreement (as defined below), among Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company, the Local Currency Banks (as defined
below), Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency
Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Three-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and
Citibank Europe plc, UK Branch, as Local Currency Agent, as the same may be amended,
waived, modified or restated from time to time.

“Local Currency Advance” means any Advance, denominated in Pounds Sterling, Euro,
or any other Agreed Currency which CIF requests the Local Currency Banks to include as a
Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF
pursuant to Sections 2.03A and 2.03B of the Credit Agreement and this Addendum. A Local
Currency Advance shall bear interest at the rate specified in Schedule II.

“Local Currency Bank” means each Bank listed on the signature pages of this Addendum
or which becomes a party hereto pursuant to an Assignment and Acceptance or an Assumption
and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 1.01. Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Local Currency Addendum” as defined in the Credit
Agreement and is, together with the borrowings made hereunder, subject in all respects to
the terms and provisions of the Credit Agreement except to the extent that the terms and
provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control.
1
DB1/ 132019834.4
(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of
the Credit Agreement, without modification, shall govern this Addendum and the Local
Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Local
Currency Advances under this Addendum, any provisions for the issuance of promissory
notes to evidence the Local Currency Advances made hereunder and any additional
information requirements applicable to Local Currency Advances under this Addendum
are set forth on Schedule III. If no such special procedures, funding arrangements,
provisions or additional requirements are set forth on Schedule III, then the
corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 1.03. Maximum Borrowing Amounts.

(d) The Total Local Currency Commitment, and the Local Currency
Commitment and the Same Day Local Currency Commitment for each Local Currency
Bank party to this Addendum as of the date hereof, are set forth on Schedule I.

(e) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Local Currency Agent and the Local Currency Banks, CIF may from time to
time permanently reduce the Total Local Currency Commitment under this Addendum in
whole, or in part ratably among the Local Currency Banks, in an aggregate minimum
Dollar Amount of $10,000,000, and integral multiples of $1,000,000 in excess thereof;
provided, however, that the amount of the Total Local Currency Commitment may not be
reduced below the aggregate principal amount of the outstanding Local Currency
Advances with respect thereto. Any such reduction shall be allocated pro rata among all
the Local Currency Banks party to this Addendum by reference to their Local Currency
Commitments.

ARTICLE III

Representations and Warranties
Each of CFSC and CIF makes and confirms each representation and warranty applicable
to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each of CFSC
and CIF represents and warrants to each of the Local Currency Banks party to this Addendum
that no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, has occurred and is continuing, and no
Event of Default, or event which would constitute an Event of Default but for the requirement
that notice be given or time elapse or both, shall arise as a result of the making of Local Currency
Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 1.01. Amendment; Termination.




2
(a) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Local Currency Banks hereunder and
subject to the provisions of Section 8.01 of the Credit Agreement.

(b) This Addendum may not be terminated without the prior written consent
of each Local Currency Bank party hereto, CFSC and CIF unless there are no Local
Currency Advances or any other amounts outstanding hereunder, in which case no such
consent of any Local Currency Bank shall be required; provided, however, that this
Addendum shall terminate on the date that the Credit Agreement terminates in
accordance with its terms.

SECTION 1.02. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Local Currency Banks of obligations, Local Currency Commitments and
Advances hereunder; provided, however, that a Local Currency Bank may not assign any
obligations, Local Currency Commitments or rights hereunder to any Person which is not (or
does not simultaneously become) a Bank under the Credit Agreement.

SECTION 1.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CIF, at Caterpillar International Finance Designated Activity
Company, 2120 West End Avenue, Nashville, Tennessee 37203-0001, Attention
Caterpillar International Finance Designated Activity Company c/o Treasurer (Facsimile
No. 615-341-8596) with a copy to CFSC at its address and facsimile number or electronic
mail address referenced in Section 8.02 of the Credit Agreement;

(b) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(c) if to the Local Currency Agent, at Citibank Europe plc, UK Branch,
Citigroup Centre, 5th Floor, Canary Wharf, London, United Kingdom, E14 5LB,
Facsimile No. 44 20 7492 3980 with a copy to the Agent at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;
(d) if to a Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Local Currency Bank became a
party hereto; and

(e) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties. All notices, demands, requests, consents and other communications
described in this Section 4.03 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails and
(iii) if delivered by electronic mail or any other telecommunications device, when transmitted to
an electronic mail address (or by another means of electronic delivery) as provided in this
Section 4.03; provided, however, that notices and communications to the Local Currency Agent


3
pursuant to Article II or V hereof or Article II of the Credit Agreement shall not be effective until
received by the Local Currency Agent.

SECTION 1.04. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 1.05. Sharing of Payments, Etc. If any Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Local Currency Advances made by it (other than pursuant to
Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable share
of payments on account of the Local Currency Advances obtained by all the Local Currency
Banks, such Local Currency Bank shall forthwith purchase from the other Local Currency Banks
such participations in the Local Currency Advances made by them as shall be necessary to cause
such purchasing Local Currency Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Local Currency Bank, such purchase from each other Local Currency Bank
shall be rescinded and each such other Local Currency Bank shall repay to the purchasing Local
Currency Bank the purchase price to the extent of such recovery together with an amount equal
to such other Local Currency Bank’s ratable share (according to the proportion of (i) the amount
of such other Local Currency Bank’s required repayment to (ii) the total amount so recovered
from the purchasing Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so recovered. CIF agrees that
any Local Currency Bank so purchasing a participation from another Local Currency Bank
pursuant to this Section 4.05 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as fully as if such Local
Currency Bank were the direct creditor of CIF in the amount of such participation.

SECTION 1.06. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

SECTION 1.07. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Local Currency Agent

SECTION 1.08. Appointment; Nature of Relationship. Citibank Europe plc, UK
Branch is appointed by the Local Currency Banks as the Local Currency Agent hereunder and
under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local Currency Bank with
the rights and duties expressly set forth herein and in the Credit Agreement applicable to the
Local Currency Agent. The Local Currency Agent agrees to act as such contractual
representative upon the express conditions contained in this Article V. Notwithstanding the use
of the defined term “Local Currency Agent,” it is expressly understood and agreed that the Local
Currency Agent shall not have any fiduciary responsibilities to any Local Currency Bank or
other Bank by reason of this Addendum and that the Local Currency Agent is merely acting as


4
the representative of the Local Currency Banks with only those duties as are expressly set forth
in this Addendum and the Credit Agreement. In its capacity as the Local Currency Banks’
contractual representative, the Local Currency Agent (i) does not assume any fiduciary duties to
any of the Banks, (ii) is a “representative” of the Local Currency Banks within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this Addendum and the
Credit Agreement. Each of the Local Currency Banks agrees to assert no claim against the Local
Currency Agent on any agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Bank waives.

SECTION 1.09. Powers. The Local Currency Agent shall have and may exercise
such powers under this Addendum and the Credit Agreement as are specifically delegated to the
Local Currency Agent by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Local Currency Agent shall have neither any implied duties or fiduciary
duties to the Local Currency Banks or the Banks, nor any obligation to the Local Currency Banks
or the Banks to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be taken by the
Local Currency Agent.

SECTION 1.010. General Immunity. Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be liable to any of the Borrowers or
any Bank for any action taken or omitted to be taken by it or them hereunder or under the Credit
Agreement or in connection herewith or therewith except to the extent such action or inaction is
found in a final non-appealable judgment by a court of competent jurisdiction to have arisen
from the gross negligence or willful misconduct of such Person.

SECTION 1.011. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 1.012. Action on Instructions of Local Currency Banks. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Local Currency Banks (except with respect to actions that require the consent of all of
the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. The Local Currency Agent shall be fully justified in
failing or refusing to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Local Currency Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing to take any such
action.

SECTION 1.013. Employment of Agents and Counsel. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Local
Currency Banks, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
The Local Currency Agent shall be entitled to advice of counsel concerning the contractual
arrangement among the Local Currency Agent and the Local Currency Banks, as the case may
be, and all matters pertaining to its duties hereunder and under the Credit Agreement.

SECTION 1.014. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]



5
SECTION 1.015. Other Transactions. The Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CIF or any of their respective Subsidiaries in which the Local Currency Agent is not
prohibited hereby from engaging with any other Person.

SECTION 1.016. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 1.10. Successor Local Currency Agent. The Local Currency Agent (i)
may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks
and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and
(ii) may be removed at any time with or without cause by the Majority Local Currency Banks.
Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of
the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local
Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as
successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a
successor Local Currency Agent. If no successor Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Local
Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of
the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on
behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent,
which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long
as no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given, time elapse or both, has occurred and is continuing, each such
successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which
approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Local Currency Agent hereunder by a successor Local
Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and
the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder
and under the Credit Agreement. After any retiring Local Currency Agent’s resignation
hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed as a deed by their duly authorized officers, all as of the date and year first above
written.


CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By:
Name:
Title:


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(Three-Year Facility)
CITIBANK, N.A., as the Agent


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(Three-Year Facility)
CITIBANK EUROPE PLC, UK BRANCH, as the
Local Currency Agent


By:
Name:
Title:




2
CITIBANK, N.A., as Local Currency Bank


By:
Name:
Title:




3
JPMORGAN CHASE BANK, N.A., as Local
Currency Bank


By:
Name:
Title:




4
BANK OF AMERICA, N.A., LONDON
BRANCH, as Local Currency Bank


By:
Name:
Title:




5
BARCLAYS BANK PLC, as Local Currency Bank


By:
Name:
Title:




6
SOCIÉTÉ GÉNÉRALE, as Local Currency Bank


By:
Name:
Title:




7
BNP PARIBAS LONDON BRANCH, as Local
Currency Bank


By:
Name:
Title:




8
COMMERZBANK AG, NEW YORK BRANCH,
as Local Currency Bank


By:
Name:
Title:




9
LLOYDS BANK PLC, as Local Currency Bank


By:
Name:
Title:




10
SCHEDULE I
to Local Currency Addendum

Local Currency Banks

Local Currency Commitments

Total Local Currency Commitment

Applicable Lending Office


Local Currency Same Day Local
Local Currency Bank Name Commitment Currency Commitment
Citibank, N.A. $181,000,000 $27,000,000
JPMorgan Chase Bank, N.A. $170,000,000 $27,000,000
Barclays Bank PLC $160,000,000 $26,000,000
Bank of America, N.A., London
Branch (formerly Bank of America $160,000,000 $24,500,000
Merrill Lynch International
Designated Activity Company)
Société Générale $160,000,000 $23,000,000
BNP Paribas London Branch $21,250,000 $3,750,000
Commerzbank AG, New York $54,750,000 $8,250,000
Branch
Lloyds Bank plc $67,500,000 $10,500,000
KBC Bank N.V. $25,000,000 $0

Total Local Total Same
Currency US $1,000,000,000 Day Local US $150,000,000
Commitment: Currency
Sub-Facility:




1
DB1/ 132019834.4
Local Currency Bank Name Applicable Local Currency Lending Office

Citibank, N.A. Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 212-994-0961

JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Platina Block 3
Floor 4
Bengaluru, India 560103
Attention: Vithal Giri
(+91-80) 67905186 ext.75186
Bank of America, N.A., London Bank of America, N.A., London Branch
Branch 26 Elmfield Road,
Bromley, Kent, BR1 1LR,
United Kingdom
+44-208-313-2655 / 44 208 695 3389
+44 208 313 2140
emealoanoperations@baml.com
Barclays Bank PLC Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Société Générale Société Générale
29 Boulevard Haussmann
75009 Paris
BNP Paribas London Branch France
BNP Paribas London Branch
10 Harewood Avenue
London NW1 6AA
Attention: Gary Mobley
Tel: +44 (0)20 7595 6422
Attention: Loans and Agency Desk
Tel: +44 (0)20 7595 6887
Commerzbank AG, New York Branch Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Patrick Hartweger
Lloyds Bank plc Lloyds Bank plc
Wholesale Loans Servicing,
Bank House,
Wine Street,
Bristol BS1 2AN
Attention: Mike Wilson
KBC Bank N.V. KBC Bank N.V.
1177 Avenue of the Americas
New York, NY 10036
Attention: Joanne Gatto
Phone: (212) 541-0720
Fax: (212) 956-5581




2
SCHEDULE II
to Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

1. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

2. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

3. Interest Rates:

Each Local Currency Advance (other than those also constituting RFR Advances) shall
bear interest from and including the first day of the Interest Period applicable thereto to
(but not including) the last day of such Interest Period at a rate per annum equal to the
sum of the EURIBOR Rate for such Interest Period plus the Applicable Margin as in
effect from time to time during such Interest Period; provided, however, after the
occurrence and during the continuance of an Event of Default or an event that would
constitute an Event of Default but for the requirement that notice be given or time elapse
or both, the provisions of Section 2.07(d) of the Credit Agreement shall be applicable.
Local Currency Advances constituting RFR Advances shall be governed by the
provisions set forth in the Credit Agreement that govern RFR Advances.

4. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.

Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CIF shall be permitted to prepay a Local Currency Advance subject
to the provisions of Section 8.04(b) of the Credit Agreement, on any Business Day,
provided, in the case of any prepayment, notice thereof is given to the Local Currency
Agent not later than 10:00 a.m. (London time) at least three (3) Business Days prior to
the date of such prepayment.




1
DB1/ 132019834.4
SCHEDULE III
to Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Local Currency Borrowing shall be given by CIF to the Agent and the
Local Currency Agent not later than 11:00 a.m. (London time) on the third Business Day
prior to the date of the proposed Local Currency Borrowing (or not later than 10:00 a.m.
(London time)) on the Business Day of the proposed Local Currency Borrowing, in the
case of a Local Currency Borrowing consisting of Same Day Local Currency Advances),
and the Agent (or the Local Currency Agent, in the case of a Local Currency Borrowing
consisting of Same Day Local Currency Advances) shall give each Local Currency Bank
prompt notice thereof in accordance with Section 4.03.

(b) Each Notice of Local Currency Borrowing shall be addressed to the Agent and the
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Local Currency Advances are to be made.

1. Funding Arrangements:

Minimum amounts/increments for Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

2. Promissory Notes: None required.




1
DB1/ 132019834.4
EXHIBIT G-2

FORM OF JAPAN LOCAL CURRENCY ADDENDUM (THREE-YEAR FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the
Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below),
Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Three-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and
MUFG Bank, Ltd., as Japan Local Currency Agent, as the same may be amended, waived,
modified or restated from time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese Yen,
made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this
Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in
Schedule II.

“Japan Local Currency Bank” means each Bank listed on the signature pages of this
Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or an
Assumption and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 1.01. Japan Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Japan Local Currency Addendum” as defined in the
Credit Agreement and is, together with the borrowings made hereunder, subject in all
respects to the terms and provisions of the Credit Agreement except to the extent that the
terms and provisions of the Credit Agreement are modified by or are inconsistent with
this Addendum, in which case this Addendum shall control.

1
DB1/ 132019834.4
(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule II. If Schedule II states “None” or “Same
as Credit Agreement” with respect to any item listed thereon, then the corresponding
provisions of the Credit Agreement, without modification, shall govern this Addendum
and the Japan Local Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Japan
Local Currency Advances under this Addendum, any provisions for the issuance of
promissory notes to evidence the Japan Local Currency Advances made hereunder and
any additional information requirements applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule III. If no such special procedures,
funding arrangements, provisions or additional requirements are set forth on Schedule III,
then the corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 1.03. Maximum Borrowing Amounts.

(d) The Total Japan Local Currency Commitment, and the Japan Local
Currency Commitment for each Japan Local Currency Bank party to this Addendum as of
the date hereof, are set forth on Schedule I.

(e) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, CFKK
may from time to time permanently reduce the Total Japan Local Currency Commitment
under this Addendum in whole, or in part ratably among the Japan Local Currency
Banks, in an aggregate minimum Dollar Amount of $10,000,000, and integral multiples
of $1,000,000 in excess thereof; provided, however, that the amount of the Total Japan
Local Currency Commitment may not be reduced below the aggregate principal amount
of the outstanding Japan Local Currency Advances with respect thereto. Any such
reduction shall be allocated pro rata among all the Japan Local Currency Banks party to
this Addendum by reference to their Japan Local Currency Commitments.

ARTICLE III

Representations and Warranties
Each of CFSC and CFKK makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CFKK represents and warrants to each of the Japan Local Currency Banks party to
this Addendum that no Event of Default, or event which would constitute an Event of Default but
for the requirement that notice be given or time elapse or both, has occurred and is continuing,
and no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, shall arise as a result of the making of
Japan Local Currency Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 1.01. Amendment; Termination.




2
(a) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Japan Local Currency Banks hereunder
and subject to the provisions of Section 8.01 of the Credit Agreement.

(b) This Addendum may not be terminated without the prior written consent
of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no
Japan Local Currency Advances or any other amounts outstanding hereunder, in which
case no such consent of any Japan Local Currency Bank shall be required; provided,
however, that this Addendum shall terminate on the date that the Credit Agreement
terminates in accordance with its terms.

SECTION 1.02. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Japan Local Currency Banks of obligations, Japan Local Currency Commitments
and Japan Local Currency Advances hereunder; provided, however, that a Japan Local Currency
Bank may not assign any obligations, Japan Local Currency Commitments or rights hereunder to
any Person which is not (or does not simultaneously become) a Bank under the Credit
Agreement.

SECTION 1.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CFKK, at Caterpillar Finance Kabushiki Kaisha, SBS Tower 14F,
4-10-1 Yoga, Setagaya-ku, Tokyo 158-0097, Japan, Attention: Managing Director
(Facsimile No. 813-5797-4522), with a copy to CFSC at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(b) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(c) if to the Japan Local Currency Agent, at MUFG Bank, Ltd., Osaka
Corporate Banking Group, Osaka Corporate Banking Division No. 3, Corporate Banking
Department No. 3, 3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan,
Attention: Mr. Kazuki Takehara (Telecopy No.: 06-6206-9039 / 81-06-6206-9039)
(Telephone No.: 06-6206-9036 / 81-06-6206-9036) with a copy to the Agent at its
address and facsimile number or electronic mail address referenced in Section 8.02 of the
Credit Agreement;

(d) if to a Japan Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Japan Local Currency Bank became
a party hereto;

(e) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York, 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties.




3
All notices, demands, requests, consents and other communications described in this Section
4.03 shall be effective (i) if delivered by hand, including any overnight courier service, upon
personal delivery, (ii) if delivered by mail, when deposited in the mails and (iii) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in this Section 4.03; provided,
however, that notices and communications to the Japan Local Currency Agent pursuant to
Article II or V hereof or Article II of the Credit Agreement shall not be effective until received
by the Japan Local Currency Agent.

SECTION 1.04. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 1.05. Sharing of Payments, Etc. If any Japan Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Japan Local Currency Advances made by it (other than pursuant
to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable
share of payments on account of the Japan Local Currency Advances obtained by all the Japan
Local Currency Banks, such Japan Local Currency Bank shall forthwith purchase from the other
Japan Local Currency Banks such participations in the Japan Local Currency Advances made by
them as shall be necessary to cause such purchasing Japan Local Currency Bank to share the
excess payment ratably with each of them, provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Japan Local Currency Bank, such
purchase from each other Japan Local Currency Bank shall be rescinded and each such other
Japan Local Currency Bank shall repay to the purchasing Japan Local Currency Bank the
purchase price to the extent of such recovery together with an amount equal to such other Japan
Local Currency Bank’s ratable share (according to the proportion of (i) the amount of such other
Japan Local Currency Bank’s required repayment to (ii) the total amount so recovered from the
purchasing Japan Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Japan Local Currency Bank in respect of the total amount so recovered. CFKK
agrees that any Japan Local Currency Bank so purchasing a participation from another Japan
Local Currency Bank pursuant to this Section 4.05 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Japan Local Currency Bank were the direct creditor of CFKK in the amount of
such participation.
SECTION 1.06. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

SECTION 1.07. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Japan Local Currency Agent

SECTION 1.08. Appointment; Nature of Relationship. MUFG Bank, Ltd. is
appointed by the Japan Local Currency Banks as the Japan Local Currency Agent hereunder and


4
under the Credit Agreement, and each of the Japan Local Currency Banks irrevocably authorizes
the Japan Local Currency Agent to act as the contractual representative of such Japan Local
Currency Bank with the rights and duties expressly set forth herein and in the Credit Agreement
applicable to the Japan Local Currency Agent. The Japan Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article V.
Notwithstanding the use of the defined term “Japan Local Currency Agent,” it is expressly
understood and agreed that the Japan Local Currency Agent shall not have any fiduciary
responsibilities to any Japan Local Currency Bank or other Bank by reason of this Addendum
and that the Japan Local Currency Agent is merely acting as the representative of the Japan
Local Currency Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Japan Local Currency Banks’ contractual representative,
the Japan Local Currency Agent (i) does not assume any fiduciary duties to any of the Banks, (ii)
is a “representative” of the Japan Local Currency Banks within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Addendum and the Credit
Agreement. Each of the Japan Local Currency Banks agrees to assert no claim against the Japan
Local Currency Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Bank waives.

SECTION 1.09. Powers. The Japan Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are specifically
delegated to the Japan Local Currency Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Japan Local Currency Agent shall have neither
any implied duties or fiduciary duties to the Japan Local Currency Banks or the Banks, nor any
obligation to the Japan Local Currency Banks or the Banks to take any action hereunder or under
the Credit Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Japan Local Currency Agent.

SECTION 1.010. General Immunity. Neither the Japan Local Currency Agent nor
any of its respective directors, officers, agents or employees shall be liable to any of the
Borrowers or any Bank for any action taken or omitted to be taken by it or them hereunder or
under the Credit Agreement or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

SECTION 1.011. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 1.012. Action on Instructions of Japan Local Currency Banks. The Japan
Local Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Japan Local Currency Banks (except with respect to actions that require the consent of
all of the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Japan Local Currency Banks. The Japan Local Currency Agent shall be
fully justified in failing or refusing to take any action hereunder and under the Credit Agreement
unless it shall first be indemnified to its satisfaction by the Japan Local Currency Banks pro rata
against any and all liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

SECTION 1.013. Employment of Agents and Counsel. The Japan Local Currency
Agent may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Japan


5
Local Currency Banks, except as to money or securities received by it or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Japan Local Currency Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Japan Local Currency Agent and the Japan
Local Currency Banks, as the case may be, and all matters pertaining to its duties hereunder and
under the Credit Agreement.

SECTION 1.014. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]

SECTION 1.015. Other Transactions. The Japan Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CFKK or any of their respective Subsidiaries in which the Japan Local Currency Agent is
not prohibited hereby from engaging with any other Person.

SECTION 1.016. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 1.10. Successor Japan Local Currency Agent. The Japan Local
Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the
Japan Local Currency Banks and the Borrowers, and may appoint one of its Affiliates as
successor Japan Local Currency Agent and (ii) may be removed at any time with or without
cause by the Majority Japan Local Currency Banks. Upon any such resignation or removal, the
Majority Japan Local Currency Banks, with the consent of the Agent, shall have the right to
appoint (unless, in the case of the resignation of the Japan Local Currency Agent, the resigning
Japan Local Currency Agent has appointed one of its Affiliates as successor Japan Local
Currency Agent), on behalf of the Borrowers and the Japan Local Currency Banks, a successor
Japan Local Currency Agent. If no successor Japan Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Japan
Local Currency Agent’s giving notice of resignation or the Majority Japan Local Currency
Banks’ removal of the retiring Japan Local Currency Agent, then the retiring Japan Local
Currency Agent may appoint, on behalf of the Borrowers and the Japan Local Currency Banks, a
successor Japan Local Currency Agent, which need not be one of its Affiliates. Notwithstanding
anything herein to the contrary, so long as no Event of Default, or event which would constitute
an Event of Default but for the requirement that notice be given, time elapse or both, has
occurred and is continuing, each such successor Japan Local Currency Agent shall be subject to
written approval by CFSC and CFKK, which approval shall not be unreasonably withheld. Such
successor Japan Local Currency Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Japan Local
Currency Agent hereunder by a successor Japan Local Currency Agent, such successor Japan
Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Japan Local Currency Agent, and the retiring Japan Local
Currency Agent shall be discharged from its duties and obligations hereunder and under the
Credit Agreement. After any retiring Japan Local Currency Agent’s resignation hereunder as
Japan Local Currency Agent, the provisions of this Article V shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Japan Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Name:
Title:


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




Signature Page to
Japan Local Currency Addendum
(Three-Year Facility)
CITIBANK, N.A., as the Agent


By:
Name:
Title:




8
MUFG BANK, LTD., as the Japan Local Currency
Agent


By:
Name: Yoshikazu Shimauchi
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




9
MUFG BANK, LTD., as the Japan Local Currency
Bank


By:
Name: Yoshikazu Shimauchi
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




10
SCHEDULE I
to Japan Local Currency Addendum

Japan Local Currency Banks

Japan Local Currency Commitments

Total Japan Local Currency Commitment

Applicable Lending Office

Japan Local Currency Bank Name Japan Local Currency Commitment
MUFG Bank, Ltd. US $75,000,000

Total Japan Local Currency
Commitment: US $75,000,000

Japan Local Currency Bank Name Applicable Japan Local Currency Lending Office

MUFG Bank, Ltd. MUFG Bank, Ltd.,
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3
Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka
541-8530, Japan
Attention: Mr. Kazuki Takehara
(Telephone No.: 06-6206-9036 / 81-06-6206-9036)
(Facsimile No.: 06-6206-9039 / 81-06-6206-9039)




1
DB1/ 132019834.4
SCHEDULE II
to Japan Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

1. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

2. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

3. Interest Rates:

Each Japan Local Currency Advance that is a TONAR Advance shall bear interest at a
rate per annum equal to the sum of (i) TONAR for such Japan Local Currency Advance
plus (ii) the Applicable Margin as in effect from time to time during such Interest Period;
provided, however, after the occurrence and during the continuance of an Event of
Default or an event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, the provisions of Section 2.07(d) of the Credit
Agreement shall be applicable. Each Japan Local Currency Advance that is a Japan Base
Rate Advance shall bear interest during any Interest Period at a per annum rate equal to
the sum of (i) the Japan Base Rate plus (ii) the Applicable Margin in effect from time to
time during such Interest Period. The terms of Section 2.07 and the other provisions of
the Credit Agreement shall otherwise govern the accrual and payment of interest on Japan
Local Currency Advances.

4. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.
Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CFKK shall be permitted to prepay a Japan Local Currency
Advance subject to the provisions of Section 8.04(b) of the Credit Agreement, on any
Business Day, provided, in the case of any prepayment, notice thereof is given to the
Japan Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo
time) at least three (3) Business Days prior to the date of such prepayment.




1
DB1/ 132019834.4
SCHEDULE III
to Japan Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Japan Local Currency Borrowing shall be given by CFKK to the Japan
Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo time)
on the third Business Day prior to the date of the proposed Japan Local Currency
Borrowing (or not later than 10:00 a.m. (Tokyo time) on the Business Day of the
proposed Japan Local Currency Borrowing if such proposed Japan Local Currency
Borrowing is requested on a same-day basis), and the Japan Local Currency Agent shall
give each Japan Local Currency Bank prompt notice thereof in accordance with Section
4.03.

(b) Each Notice of Japan Local Currency Borrowing shall be addressed to the Japan
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Japan Local Currency Advances are to be made.

1. Funding Arrangements:

Minimum amounts/increments for Japan Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

2. Promissory Notes: None required.




1
DB1/ 132019834.4
EXHIBIT 10.5


LOCAL CURRENCY ADDENDUM (THREE-YEAR FACILITY)

LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the Credit
Agreement (as defined below), among Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company, the Local Currency Banks (as defined
below), Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency
Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Three-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and
Citibank Europe plc, UK Branch, as Local Currency Agent, as the same may be amended,
waived, modified or restated from time to time.

“Local Currency Advance” means any Advance, denominated in Pounds Sterling, Euro,
or any other Agreed Currency which CIF requests the Local Currency Banks to include as a
Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF
pursuant to Sections 2.03A and 2.03B of the Credit Agreement and this Addendum. A Local
Currency Advance shall bear interest at the rate specified in Schedule II.

“Local Currency Bank” means each Bank listed on the signature pages of this Addendum
or which becomes a party hereto pursuant to an Assignment and Acceptance or an Assumption
and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 1.03. Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Local Currency Addendum” as defined in the Credit
Agreement and is, together with the borrowings made hereunder, subject in all respects to
the terms and provisions of the Credit Agreement except to the extent that the terms and
provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control.
(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of
the Credit Agreement, without modification, shall govern this Addendum and the Local
Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Local
Currency Advances under this Addendum, any provisions for the issuance of promissory
notes to evidence the Local Currency Advances made hereunder and any additional
information requirements applicable to Local Currency Advances under this Addendum
are set forth on Schedule III. If no such special procedures, funding arrangements,
provisions or additional requirements are set forth on Schedule III, then the
corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 1.04. Maximum Borrowing Amounts.

(a) The Total Local Currency Commitment, and the Local Currency
Commitment and the Same Day Local Currency Commitment for each Local Currency
Bank party to this Addendum as of the date hereof, are set forth on Schedule I.

(b) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Local Currency Agent and the Local Currency Banks, CIF may from time to
time permanently reduce the Total Local Currency Commitment under this Addendum in
whole, or in part ratably among the Local Currency Banks, in an aggregate minimum
Dollar Amount of $10,000,000, and integral multiples of $1,000,000 in excess thereof;
provided, however, that the amount of the Total Local Currency Commitment may not be
reduced below the aggregate principal amount of the outstanding Local Currency
Advances with respect thereto. Any such reduction shall be allocated pro rata among all
the Local Currency Banks party to this Addendum by reference to their Local Currency
Commitments.

ARTICLE III

Representations and Warranties
Each of CFSC and CIF makes and confirms each representation and warranty applicable
to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each of CFSC
and CIF represents and warrants to each of the Local Currency Banks party to this Addendum
that no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, has occurred and is continuing, and no
Event of Default, or event which would constitute an Event of Default but for the requirement
that notice be given or time elapse or both, shall arise as a result of the making of Local Currency
Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 1.01. Amendment; Termination.




2
(a) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Local Currency Banks hereunder and
subject to the provisions of Section 8.01 of the Credit Agreement.

(b) This Addendum may not be terminated without the prior written consent
of each Local Currency Bank party hereto, CFSC and CIF unless there are no Local
Currency Advances or any other amounts outstanding hereunder, in which case no such
consent of any Local Currency Bank shall be required; provided, however, that this
Addendum shall terminate on the date that the Credit Agreement terminates in
accordance with its terms.

SECTION 1.01. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Local Currency Banks of obligations, Local Currency Commitments and
Advances hereunder; provided, however, that a Local Currency Bank may not assign any
obligations, Local Currency Commitments or rights hereunder to any Person which is not (or
does not simultaneously become) a Bank under the Credit Agreement.

SECTION 1.02. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(c) if to CIF, at Caterpillar International Finance Designated Activity
Company, 2120 West End Avenue, Nashville, Tennessee 37203-0001, Attention
Caterpillar International Finance Designated Activity Company c/o Treasurer (Facsimile
No. 615-341-8596) with a copy to CFSC at its address and facsimile number or electronic
mail address referenced in Section 8.02 of the Credit Agreement;

(d) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(e) if to the Local Currency Agent, at Citibank Europe plc, UK Branch,
Citigroup Centre, 5th Floor, Canary Wharf, London, United Kingdom, E14 5LB,
Facsimile No. 44 20 7492 3980 with a copy to the Agent at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;
(f) if to a Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Local Currency Bank became a
party hereto; and

(g) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties. All notices, demands, requests, consents and other communications
described in this Section 4.03 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails and
(iii) if delivered by electronic mail or any other telecommunications device, when transmitted to
an electronic mail address (or by another means of electronic delivery) as provided in this
Section 4.03; provided, however, that notices and communications to the Local Currency Agent


3
pursuant to Article II or V hereof or Article II of the Credit Agreement shall not be effective until
received by the Local Currency Agent.

SECTION 1.02. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 1.03. Sharing of Payments, Etc. If any Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Local Currency Advances made by it (other than pursuant to
Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable share
of payments on account of the Local Currency Advances obtained by all the Local Currency
Banks, such Local Currency Bank shall forthwith purchase from the other Local Currency Banks
such participations in the Local Currency Advances made by them as shall be necessary to cause
such purchasing Local Currency Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Local Currency Bank, such purchase from each other Local Currency Bank
shall be rescinded and each such other Local Currency Bank shall repay to the purchasing Local
Currency Bank the purchase price to the extent of such recovery together with an amount equal
to such other Local Currency Bank’s ratable share (according to the proportion of (i) the amount
of such other Local Currency Bank’s required repayment to (ii) the total amount so recovered
from the purchasing Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so recovered. CIF agrees that
any Local Currency Bank so purchasing a participation from another Local Currency Bank
pursuant to this Section 4.05 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as fully as if such Local
Currency Bank were the direct creditor of CIF in the amount of such participation.

SECTION 1.04. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

SECTION 1.05. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Local Currency Agent

SECTION 1.01. Appointment; Nature of Relationship. Citibank Europe plc, UK
Branch is appointed by the Local Currency Banks as the Local Currency Agent hereunder and
under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local Currency Bank with
the rights and duties expressly set forth herein and in the Credit Agreement applicable to the
Local Currency Agent. The Local Currency Agent agrees to act as such contractual
representative upon the express conditions contained in this Article V. Notwithstanding the use
of the defined term “Local Currency Agent,” it is expressly understood and agreed that the Local
Currency Agent shall not have any fiduciary responsibilities to any Local Currency Bank or
other Bank by reason of this Addendum and that the Local Currency Agent is merely acting as


4
the representative of the Local Currency Banks with only those duties as are expressly set forth
in this Addendum and the Credit Agreement. In its capacity as the Local Currency Banks’
contractual representative, the Local Currency Agent (i) does not assume any fiduciary duties to
any of the Banks, (ii) is a “representative” of the Local Currency Banks within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this Addendum and the
Credit Agreement. Each of the Local Currency Banks agrees to assert no claim against the Local
Currency Agent on any agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Bank waives.

SECTION 1.02. Powers. The Local Currency Agent shall have and may exercise
such powers under this Addendum and the Credit Agreement as are specifically delegated to the
Local Currency Agent by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Local Currency Agent shall have neither any implied duties or fiduciary
duties to the Local Currency Banks or the Banks, nor any obligation to the Local Currency Banks
or the Banks to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be taken by the
Local Currency Agent.

SECTION 1.03. General Immunity. Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be liable to any of the Borrowers or
any Bank for any action taken or omitted to be taken by it or them hereunder or under the Credit
Agreement or in connection herewith or therewith except to the extent such action or inaction is
found in a final non-appealable judgment by a court of competent jurisdiction to have arisen
from the gross negligence or willful misconduct of such Person.

SECTION 1.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 1.05. Action on Instructions of Local Currency Banks. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Local Currency Banks (except with respect to actions that require the consent of all of
the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. The Local Currency Agent shall be fully justified in
failing or refusing to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Local Currency Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing to take any such
action.

SECTION 1.06. Employment of Agents and Counsel. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Local
Currency Banks, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
The Local Currency Agent shall be entitled to advice of counsel concerning the contractual
arrangement among the Local Currency Agent and the Local Currency Banks, as the case may
be, and all matters pertaining to its duties hereunder and under the Credit Agreement.

SECTION 1.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]



5
SECTION 1.08. Other Transactions. The Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CIF or any of their respective Subsidiaries in which the Local Currency Agent is not
prohibited hereby from engaging with any other Person.

SECTION 1.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 1.10. Successor Local Currency Agent. The Local Currency Agent (i)
may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks
and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and
(ii) may be removed at any time with or without cause by the Majority Local Currency Banks.
Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of
the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local
Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as
successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a
successor Local Currency Agent. If no successor Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Local
Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of
the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on
behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent,
which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long
as no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given, time elapse or both, has occurred and is continuing, each such
successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which
approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Local Currency Agent hereunder by a successor Local
Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and
the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder
and under the Credit Agreement. After any retiring Local Currency Agent’s resignation
hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer




Signature Page to
Local Currency Addendum
(Three-Year Facility)
CITIBANK, N.A., as the Agent


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Local Currency Addendum
(Three-Year Facility)
CITIBANK EUROPE PLC, UK BRANCH, as the
Local Currency Agent


By /s/ Alasdair Garnham
Name: Alasdair Garnham
Title: Vice President




Signature Page to
Local Currency Addendum
(Three-Year Facility)
CITIBANK, N.A., as Local Currency Bank


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
JPMORGAN CHASE BANK, N.A., as Local
Currency Bank


By /s/ Will Price
Name: Will Price
Title: Vice President




Signature Page to
Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
BANK OF AMERICA, N.A., LONDON
BRANCH, as Local Currency Bank


By /s/ Christopher Coney
Name: Christopher Coney
Title: Vice President




Signature Page to
Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
BARCLAYS BANK PLC, as Local Currency Bank


By /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President




Signature Page to
Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
SOCIÉTÉ GÉNÉRALE, as Local Currency Bank


By /s/ Kimberly Metzger
Name: Kimberly Metzger
Title: Director




Signature Page to
Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
BNP PARIBAS LONDON BRANCH, as Local
Currency Bank


By /s/ Ben South
Name: Ben South
Title:




Signature Page to
Local Currency Addendum
(Three-Year Facility)
COMMERZBANK AG, NEW YORK BRANCH,
as Local Currency Bank


By /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director



By /s/ Jack Deegan
Name: Jack Deegan
Title: Director




Signature Page to
Local Currency Addendum
(Three-Year Facility)
LLOYDS BANK PLC, as Local Currency Bank


By /s/ Martin Mactavish
Name: Martin Mactavish
Title: Associate Director




Signature Page to
Local Currency Addendum
(Three-Year Facility)
KBC BANK N.V., as Local Currency Bank


By /s/ William Cavanaugh
Name: William Cavanaugh
Title: Director



By /s/ Francis X. Payne
Name: Francis X. Payne
Title: Managing Director




2
SCHEDULE I
to Local Currency Addendum

Local Currency Banks

Local Currency Commitments

Total Local Currency Commitment

Applicable Lending Office


Local Currency Same Day Local
Local Currency Bank Name Commitment Currency Commitment
Citibank, N.A. $181,000,000 $27,000,000
JPMorgan Chase Bank, N.A. $170,000,000 $27,000,000
Barclays Bank PLC $160,000,000 $26,000,000
Bank of America, N.A., London
Branch (formerly Bank of America
$160,000,000 $24,500,000
Merrill Lynch International
Designated Activity Company)
Société Générale $160,000,000 $23,000,000
BNP Paribas London Branch $21,250,000 $3,750,000
Commerzbank AG, New York
$54,750,000 $8,250,000
Branch
Lloyds Bank plc $67,500,000 $10,500,000
KBC Bank N.V. $25,000,000 $0

Total Local Total Same
Currency US $1,000,000,000 Day Local US $150,000,000
Commitment: Currency
Sub-Facility:




1
DB1/ 132019834.4
Local Currency Bank Name Applicable Local Currency Lending Office

Citibank, N.A. Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 212-994-0961
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Platina Block 3
Floor 4
Bengaluru, India 560103
Attention: Vithal Giri
Bank of America, N.A., London Bank of America, N.A., London Branch
Branch 26 Elmfield Road,
Bromley, Kent, BR1 1LR,
United Kingdom
+44-208-313-2655 / 44 208 695 3389
+44 208 313 2140
Barclays Bank PLC Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Société Générale Société Générale
29 Boulevard Haussmann
75009 Paris
BNP Paribas London Branch BNP Paribas London Branch
10 Harewood Avenue
London NW1 6AA
Attention: Gary Mobley
Tel: +44 (0)20 7595 6422
Attention: Loans and Agency Desk
Commerzbank AG, New York Branch Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Patrick Hartweger
Lloyds Bank plc Lloyds Bank plc
Wholesale Loans Servicing,
Bank House,
Wine Street,
Bristol BS1 2AN
KBC Bank N.V. KBC Bank N.V.
1177 Avenue of the Americas
New York, NY 10036
Attention: Joanne Gatto
Phone: (212) 541-0720




2
SCHEDULE II
to Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

2. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

3. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

4. Interest Rates:

Each Local Currency Advance (other than those also constituting RFR Advances) shall
bear interest from and including the first day of the Interest Period applicable thereto to
(but not including) the last day of such Interest Period at a rate per annum equal to the
sum of the EURIBOR Rate for such Interest Period plus the Applicable Margin as in
effect from time to time during such Interest Period; provided, however, after the
occurrence and during the continuance of an Event of Default or an event that would
constitute an Event of Default but for the requirement that notice be given or time elapse
or both, the provisions of Section 2.07(d) of the Credit Agreement shall be applicable.
Local Currency Advances constituting RFR Advances shall be governed by the
provisions set forth in the Credit Agreement that govern RFR Advances.

5. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.

Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CIF shall be permitted to prepay a Local Currency Advance subject
to the provisions of Section 8.04(b) of the Credit Agreement, on any Business Day,
provided, in the case of any prepayment, notice thereof is given to the Local Currency
Agent not later than 10:00 a.m. (London time) at least three (3) Business Days prior to
the date of such prepayment.




1
DB1/ 132019834.4
SCHEDULE III
to Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Local Currency Borrowing shall be given by CIF to the Agent and the
Local Currency Agent not later than 11:00 a.m. (London time) on the third Business Day
prior to the date of the proposed Local Currency Borrowing (or not later than 10:00 a.m.
(London time)) on the Business Day of the proposed Local Currency Borrowing, in the
case of a Local Currency Borrowing consisting of Same Day Local Currency Advances),
and the Agent (or the Local Currency Agent, in the case of a Local Currency Borrowing
consisting of Same Day Local Currency Advances) shall give each Local Currency Bank
prompt notice thereof in accordance with Section 4.03.

(b) Each Notice of Local Currency Borrowing shall be addressed to the Agent and the
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Local Currency Advances are to be made.

6. Funding Arrangements:

Minimum amounts/increments for Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

7. Promissory Notes: None required.




2
EXHIBIT 10.6


JAPAN LOCAL CURRENCY ADDENDUM (THREE-YEAR FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the
Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below),
Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Three-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and
MUFG Bank, Ltd., as Japan Local Currency Agent, as the same may be amended, waived,
modified or restated from time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese Yen,
made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this
Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in
Schedule II.

“Japan Local Currency Bank” means each Bank listed on the signature pages of this
Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or an
Assumption and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 1.03. Japan Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Japan Local Currency Addendum” as defined in the
Credit Agreement and is, together with the borrowings made hereunder, subject in all
respects to the terms and provisions of the Credit Agreement except to the extent that the
terms and provisions of the Credit Agreement are modified by or are inconsistent with
this Addendum, in which case this Addendum shall control.

(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule II. If Schedule II states “None” or “Same
as Credit Agreement” with respect to any item listed thereon, then the corresponding
provisions of the Credit Agreement, without modification, shall govern this Addendum
and the Japan Local Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Japan
Local Currency Advances under this Addendum, any provisions for the issuance of
promissory notes to evidence the Japan Local Currency Advances made hereunder and
any additional information requirements applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule III. If no such special procedures,
funding arrangements, provisions or additional requirements are set forth on Schedule III,
then the corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 1.04. Maximum Borrowing Amounts.

(a) The Total Japan Local Currency Commitment, and the Japan Local
Currency Commitment for each Japan Local Currency Bank party to this Addendum as of
the date hereof, are set forth on Schedule I.

(b) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, CFKK
may from time to time permanently reduce the Total Japan Local Currency Commitment
under this Addendum in whole, or in part ratably among the Japan Local Currency
Banks, in an aggregate minimum Dollar Amount of $10,000,000, and integral multiples
of $1,000,000 in excess thereof; provided, however, that the amount of the Total Japan
Local Currency Commitment may not be reduced below the aggregate principal amount
of the outstanding Japan Local Currency Advances with respect thereto. Any such
reduction shall be allocated pro rata among all the Japan Local Currency Banks party to
this Addendum by reference to their Japan Local Currency Commitments.

ARTICLE III

Representations and Warranties

Each of CFSC and CFKK makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CFKK represents and warrants to each of the Japan Local Currency Banks party to
this Addendum that no Event of Default, or event which would constitute an Event of Default but
for the requirement that notice be given or time elapse or both, has occurred and is continuing,
and no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, shall arise as a result of the making of
Japan Local Currency Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 1.01. Amendment; Termination.

(a) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Japan Local Currency Banks hereunder
and subject to the provisions of Section 8.01 of the Credit Agreement.




2
(b) This Addendum may not be terminated without the prior written consent
of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no
Japan Local Currency Advances or any other amounts outstanding hereunder, in which
case no such consent of any Japan Local Currency Bank shall be required; provided,
however, that this Addendum shall terminate on the date that the Credit Agreement
terminates in accordance with its terms.

SECTION 1.01. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Japan Local Currency Banks of obligations, Japan Local Currency Commitments
and Japan Local Currency Advances hereunder; provided, however, that a Japan Local Currency
Bank may not assign any obligations, Japan Local Currency Commitments or rights hereunder to
any Person which is not (or does not simultaneously become) a Bank under the Credit
Agreement.

SECTION 1.02. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(c) if to CFKK, at Caterpillar Finance Kabushiki Kaisha, SBS Tower 14F,
4-10-1 Yoga, Setagaya-ku, Tokyo 158-0097, Japan, Attention: Managing Director
(Facsimile No. 813-5797-4522), with a copy to CFSC at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(d) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(e) if to the Japan Local Currency Agent, at MUFG Bank, Ltd., Osaka
Corporate Banking Group, Osaka Corporate Banking Division No. 3, Corporate Banking
Department No. 3, 3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan,
Attention: Mr. Kazuki Takehara (Telecopy No.: 06-6206-9039 / 81-06-6206-9039)
(Telephone No.: 06-6206-9036 / 81-06-6206-9036) with a copy to the Agent at its
address and facsimile number or electronic mail address referenced in Section 8.02 of the
Credit Agreement;

(f) if to a Japan Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Japan Local Currency Bank became
a party hereto;

(g) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York, 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties.

All notices, demands, requests, consents and other communications described in this Section
4.03 shall be effective (i) if delivered by hand, including any overnight courier service, upon
personal delivery, (ii) if delivered by mail, when deposited in the mails and (iii) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in this Section 4.03; provided,


3
however, that notices and communications to the Japan Local Currency Agent pursuant to
Article II or V hereof or Article II of the Credit Agreement shall not be effective until received
by the Japan Local Currency Agent.

SECTION 1.02. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 1.03. Sharing of Payments, Etc. If any Japan Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Japan Local Currency Advances made by it (other than pursuant
to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable
share of payments on account of the Japan Local Currency Advances obtained by all the Japan
Local Currency Banks, such Japan Local Currency Bank shall forthwith purchase from the other
Japan Local Currency Banks such participations in the Japan Local Currency Advances made by
them as shall be necessary to cause such purchasing Japan Local Currency Bank to share the
excess payment ratably with each of them, provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Japan Local Currency Bank, such
purchase from each other Japan Local Currency Bank shall be rescinded and each such other
Japan Local Currency Bank shall repay to the purchasing Japan Local Currency Bank the
purchase price to the extent of such recovery together with an amount equal to such other Japan
Local Currency Bank’s ratable share (according to the proportion of (i) the amount of such other
Japan Local Currency Bank’s required repayment to (ii) the total amount so recovered from the
purchasing Japan Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Japan Local Currency Bank in respect of the total amount so recovered. CFKK
agrees that any Japan Local Currency Bank so purchasing a participation from another Japan
Local Currency Bank pursuant to this Section 4.05 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Japan Local Currency Bank were the direct creditor of CFKK in the amount of
such participation.

SECTION 1.04. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK).

SECTION 1.05. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Japan Local Currency Agent

SECTION 1.01. Appointment; Nature of Relationship. MUFG Bank, Ltd. is
appointed by the Japan Local Currency Banks as the Japan Local Currency Agent hereunder and
under the Credit Agreement, and each of the Japan Local Currency Banks irrevocably authorizes
the Japan Local Currency Agent to act as the contractual representative of such Japan Local
Currency Bank with the rights and duties expressly set forth herein and in the Credit Agreement
applicable to the Japan Local Currency Agent. The Japan Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article V.


4
Notwithstanding the use of the defined term “Japan Local Currency Agent,” it is expressly
understood and agreed that the Japan Local Currency Agent shall not have any fiduciary
responsibilities to any Japan Local Currency Bank or other Bank by reason of this Addendum
and that the Japan Local Currency Agent is merely acting as the representative of the Japan
Local Currency Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Japan Local Currency Banks’ contractual representative,
the Japan Local Currency Agent (i) does not assume any fiduciary duties to any of the Banks, (ii)
is a “representative” of the Japan Local Currency Banks within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Addendum and the Credit
Agreement. Each of the Japan Local Currency Banks agrees to assert no claim against the Japan
Local Currency Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Bank waives.

SECTION 1.02. Powers. The Japan Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are specifically
delegated to the Japan Local Currency Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Japan Local Currency Agent shall have neither
any implied duties or fiduciary duties to the Japan Local Currency Banks or the Banks, nor any
obligation to the Japan Local Currency Banks or the Banks to take any action hereunder or under
the Credit Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Japan Local Currency Agent.

SECTION 1.03. General Immunity. Neither the Japan Local Currency Agent nor
any of its respective directors, officers, agents or employees shall be liable to any of the
Borrowers or any Bank for any action taken or omitted to be taken by it or them hereunder or
under the Credit Agreement or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

SECTION 1.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 1.05. Action on Instructions of Japan Local Currency Banks. The Japan
Local Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Japan Local Currency Banks (except with respect to actions that require the consent of
all of the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Japan Local Currency Banks. The Japan Local Currency Agent shall be
fully justified in failing or refusing to take any action hereunder and under the Credit Agreement
unless it shall first be indemnified to its satisfaction by the Japan Local Currency Banks pro rata
against any and all liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

SECTION 1.06. Employment of Agents and Counsel. The Japan Local Currency
Agent may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Japan
Local Currency Banks, except as to money or securities received by it or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Japan Local Currency Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Japan Local Currency Agent and the Japan



5
Local Currency Banks, as the case may be, and all matters pertaining to its duties hereunder and
under the Credit Agreement.

SECTION 1.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]

SECTION 1.08. Other Transactions. The Japan Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CFKK or any of their respective Subsidiaries in which the Japan Local Currency Agent is
not prohibited hereby from engaging with any other Person.

SECTION 1.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 1.10. Successor Japan Local Currency Agent. The Japan Local
Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the
Japan Local Currency Banks and the Borrowers, and may appoint one of its Affiliates as
successor Japan Local Currency Agent and (ii) may be removed at any time with or without
cause by the Majority Japan Local Currency Banks. Upon any such resignation or removal, the
Majority Japan Local Currency Banks, with the consent of the Agent, shall have the right to
appoint (unless, in the case of the resignation of the Japan Local Currency Agent, the resigning
Japan Local Currency Agent has appointed one of its Affiliates as successor Japan Local
Currency Agent), on behalf of the Borrowers and the Japan Local Currency Banks, a successor
Japan Local Currency Agent. If no successor Japan Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Japan
Local Currency Agent’s giving notice of resignation or the Majority Japan Local Currency
Banks’ removal of the retiring Japan Local Currency Agent, then the retiring Japan Local
Currency Agent may appoint, on behalf of the Borrowers and the Japan Local Currency Banks, a
successor Japan Local Currency Agent, which need not be one of its Affiliates. Notwithstanding
anything herein to the contrary, so long as no Event of Default, or event which would constitute
an Event of Default but for the requirement that notice be given, time elapse or both, has
occurred and is continuing, each such successor Japan Local Currency Agent shall be subject to
written approval by CFSC and CFKK, which approval shall not be unreasonably withheld. Such
successor Japan Local Currency Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Japan Local
Currency Agent hereunder by a successor Japan Local Currency Agent, such successor Japan
Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Japan Local Currency Agent, and the retiring Japan Local
Currency Agent shall be discharged from its duties and obligations hereunder and under the
Credit Agreement. After any retiring Japan Local Currency Agent’s resignation hereunder as
Japan Local Currency Agent, the provisions of this Article V shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Japan Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer




Signature Page to
Japan Local Currency Addendum
(Three-Year Facility)
CITIBANK, N.A., as the Agent



By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Japan Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Agent



By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(Three-Year Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Bank



By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(Three-Year Facility)
SCHEDULE I
to Japan Local Currency Addendum

Japan Local Currency Banks

Japan Local Currency Commitments

Total Japan Local Currency Commitment

Applicable Lending Office

Japan Local Currency Bank Name Japan Local Currency Commitment
MUFG Bank, Ltd. US $75,000,000

Total Japan Local Currency
Commitment: US $75,000,000

Japan Local Currency Bank Name Applicable Japan Local Currency Lending Office

MUFG Bank, Ltd. MUFG Bank, Ltd.,
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3
Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka
541-8530, Japan
Attention: Mr. Kazuki Takehara
(Telephone No.: 06-6206-9036 / 81-06-6206-9036)
(Facsimile No.: 06-6206-9039 / 81-06-6206-9039)




1
DB1/ 132019834.4
SCHEDULE II
to Japan Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

2. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

3. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

4. Interest Rates:

Each Japan Local Currency Advance that is a TONAR Advance shall bear interest at a
rate per annum equal to the sum of (i) TONAR for such Japan Local Currency Advance
plus (ii) the Applicable Margin as in effect from time to time during such Interest Period;
provided, however, after the occurrence and during the continuance of an Event of
Default or an event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, the provisions of Section 2.07(d) of the Credit
Agreement shall be applicable. Each Japan Local Currency Advance that is a Japan Base
Rate Advance shall bear interest during any Interest Period at a per annum rate equal to
the sum of (i) the Japan Base Rate plus (ii) the Applicable Margin in effect from time to
time during such Interest Period. The terms of Section 2.07 and the other provisions of
the Credit Agreement shall otherwise govern the accrual and payment of interest on Japan
Local Currency Advances.

5. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.
Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CFKK shall be permitted to prepay a Japan Local Currency
Advance subject to the provisions of Section 8.04(b) of the Credit Agreement, on any
Business Day, provided, in the case of any prepayment, notice thereof is given to the
Japan Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo
time) at least three (3) Business Days prior to the date of such prepayment.




1
DB1/ 132019834.4
SCHEDULE III
to Japan Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Japan Local Currency Borrowing shall be given by CFKK to the Japan
Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo time)
on the third Business Day prior to the date of the proposed Japan Local Currency
Borrowing (or not later than 10:00 a.m. (Tokyo time) on the Business Day of the
proposed Japan Local Currency Borrowing if such proposed Japan Local Currency
Borrowing is requested on a same-day basis), and the Japan Local Currency Agent shall
give each Japan Local Currency Bank prompt notice thereof in accordance with Section
4.03.

(b) Each Notice of Japan Local Currency Borrowing shall be addressed to the Japan
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Japan Local Currency Advances are to be made.

1. Funding Arrangements:

Minimum amounts/increments for Japan Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

2. Promissory Notes: None required.




1
DB1/ 132019834.4
EXHIBIT 10.7


THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(Five-Year Facility)

Dated as of September 1, 2022

among

CATERPILLAR INC.,

CATERPILLAR FINANCIAL SERVICES CORPORATION,

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY,

and

CATERPILLAR FINANCE KABUSHIKI KAISHA,

as Borrowers

THE FINANCIAL INSTITUTIONS NAMED HEREIN,


as Banks

CITIBANK, N.A.,

as Agent,

CITIBANK EUROPE PLC, UK BRANCH,

as Local Currency Agent
MUFG BANK, LTD.,

as Japan Local Currency Agent

CITIBANK, N.A., BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC, MUFG BANK, LTD., and SOCIÉTÉ GÉNÉRALE

as Joint Lead Arrangers
and Joint Bookrunners
TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ............................................ 1
SECTION 1.01. Certain Defined Terms ....................................................................... 1
SECTION 1.02. Computation of Time Periods ............................................................. 28
SECTION 1.03. Accounting Terms .............................................................................. 28
SECTION 1.04. Rates ................................................................................................... 29
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES ....................................... 30
SECTION 2.01. The Revolving Credit Advances; Allocation of Commitments .......... 30
SECTION 2.02. Making the Revolving Credit Advances............................................. 31
SECTION 2.03. [Reserved]. .......................................................................................... 33
SECTION 2.04. Fees ..................................................................................................... 38
SECTION 2.05. Reduction of the Commitments; Bank Additions ............................... 38
SECTION 2.06. Repayment of Advances ..................................................................... 41
SECTION 2.07. Interest on Advances........................................................................... 41
SECTION 2.08. Interest Rate Determination ................................................................ 42
SECTION 2.09. Prepayments of Advances................................................................... 42
SECTION 2.10. Increased Costs; Capital Adequacy; Illegality .................................... 43
SECTION 2.11. Payments and Computations............................................................... 46
SECTION 2.12. Taxes ................................................................................................... 47
SECTION 2.13. Sharing of Payments, Etc .................................................................... 49
SECTION 2.14. Tax Forms ........................................................................................... 49
SECTION 2.15. Market Disruption; Denomination of Amounts in Dollars ................. 50
SECTION 2.16. Extensions of the Commitments ......................................................... 53
SECTION 2.17. Defaulting Banks ................................................................................ 55
SECTION 2.18. Funding Vehicle.................................................................................. 56
ARTICLE III CONDITIONS OF LENDING ....................................................................... 56
SECTION 3.01. Conditions Precedent to Initial Advances........................................... 56
SECTION 3.02. Conditions Precedent to Each Borrowing........................................... 57
SECTION 3.03. Conditions Precedent to Certain Borrowings ..................................... 57
ARTICLE IV REPRESENTATIONS AND WARRANTIES .............................................. 58
SECTION 4.01. Representations and Warranties of the Borrowers ............................. 58
SECTION 4.02. Additional Representations and Warranties of CFSC, CIF and
CFKK ...................................................................................................................................... 61
ARTICLE V COVENANTS OF THE BORROWERS ....................................................... 61
SECTION 5.01. Affirmative Covenants........................................................................ 61
SECTION 5.02. Negative Covenants ............................................................................ 65
SECTION 5.03. Financial Covenant of Caterpillar ....................................................... 65
SECTION 5.04. Financial and Other Covenants of CFSC............................................ 65
ARTICLE VI EVENTS OF DEFAULT ................................................................................ 66

-i-
TABLE OF CONTENTS
(continued)
Page


SECTION 6.01. Events of Default ................................................................................ 66
ARTICLE VII AGENCY ........................................................................................................ 70
SECTION 7.01. Appointment and Authority ................................................................ 70
SECTION 7.02. Agent Individually .............................................................................. 70
SECTION 7.03. Duties of Agent; Exculpatory Provisions ........................................... 71
SECTION 7.04. Reliance by Agent............................................................................... 72
SECTION 7.05. Delegation of Duties ........................................................................... 73
SECTION 7.06. Resignation or Removal of Agent ...................................................... 73
SECTION 7.07. Non-Reliance on Agents and Other Banks ......................................... 74
SECTION 7.08. No Other Duties, etc ........................................................................... 75
SECTION 7.09. Indemnification ................................................................................... 75
SECTION 7.10. Bank ERISA Matters .......................................................................... 76
SECTION 7.11. Erroneous Payments ........................................................................... 77
ARTICLE VIII MISCELLANEOUS ........................................................................... 80
SECTION 8.01. Amendments, Etc ................................................................................ 80
SECTION 8.02. Notices; Communications, Etc ........................................................... 81
SECTION 8.03. No Waiver; Remedies ......................................................................... 84
SECTION 8.04. Costs, Expenses and Taxes ................................................................. 84
SECTION 8.05. Right of Set-off ................................................................................... 86
SECTION 8.06. Binding Effect ..................................................................................... 86
SECTION 8.07. Assignments and Participations .......................................................... 87
SECTION 8.08. Governing Law; Submission to Jurisdiction; Service of Process ....... 89
SECTION 8.09. Caterpillar as Agent for the Borrowers ............................................... 90
SECTION 8.10. Judgment Currency ............................................................................. 90
SECTION 8.11. Execution in Counterparts .................................................................. 91
SECTION 8.12. Waiver of Jury Trial............................................................................ 91
SECTION 8.13. USA Patriot Act Notification.............................................................. 91
SECTION 8.14. Confidentiality .................................................................................... 92
SECTION 8.15. Treatment of Information ................................................................... 93
SECTION 8.16. Amendment and Restatement; Departing Bank.................................. 95
SECTION 8.17. No Fiduciary Duty .............................................................................. 95
SECTION 8.18. Arrangers ............................................................................................ 96
SECTION 8.19. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions .............................................................................................................................. 96
ARTICLE IX CFSC GUARANTY ....................................................................................... 96
SECTION 9.01. The Guaranty ...................................................................................... 96
SECTION 9.02. Guaranty Unconditional...................................................................... 97


-ii-
TABLE OF CONTENTS
(continued)
Page


SECTION 9.03. Discharge Only Upon Payment In Full; Reinstatement in Certain
Circumstances ......................................................................................................................... 97
SECTION 9.04. Waiver by CFSC ................................................................................. 98
SECTION 9.05. Subrogation ......................................................................................... 98
SECTION 9.06. Stay of Acceleration ........................................................................... 98




-iii-
SCHEDULES

Schedule I Commitments

Schedule II Commitment Fee and Applicable Margin Table

EXHIBITS

Exhibit A Form of Note

Exhibit B-1 Form of Notice of Revolving Credit Borrowing

Exhibit B-2 Form of Notice of Local Currency Borrowing

Exhibit B-3 Form of Notice of Japan Local Currency Borrowing

Exhibit B-4 Form of Notice of Allocation

Exhibit B-5 Form of Notice of Bank Addition

Exhibit C-1 Form of Assignment and Acceptance

Exhibit C-2 Form of Assumption and Acceptance

Exhibit D Form of Opinion of Counsel for each of Caterpillar and CFSC

Exhibit E [Reserved]

Exhibit F-1 Form of Compliance Certificate (Caterpillar)

Exhibit F-2 Form of Compliance Certificate (CFSC)

Exhibit G-1 Form of Local Currency Addendum

Exhibit G-2 Form of Japan Local Currency Addendum




-iv-
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(Five-Year Facility)

Dated as of September 1, 2022

Caterpillar Inc., a Delaware corporation (“Caterpillar”), Caterpillar Financial Services
Corporation, a Delaware corporation (“CFSC”), Caterpillar International Finance Designated
Activity Company, a designated activity company organized under the laws of Ireland (“CIF”),
Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of Japan (“CFKK”),
the financial institutions listed on the signature pages hereof and those financial institutions that
become “Added Banks” pursuant to Section 2.05(c), in each case together with their respective
successors and assigns (the “Banks”), Citibank, N.A. (“Citibank”), as agent (the “Agent”) for the
Banks hereunder, Citibank Europe plc, UK Branch (formerly known as Citibank International
Limited), as the Local Currency Agent, and MUFG Bank, Ltd., as the Japan Local Currency
Agent, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

“Accumulated Other Comprehensive Income” means (i) with respect to Caterpillar, on
any date of determination, the accumulated other comprehensive income(loss) balance as
presented in Caterpillar’s financial statements compiled in accordance with generally accepted
accounting principles, and (ii) with respect to CFSC, on any date of determination, the aggregate
amount, as such amount appears in CFSC’s financial statements, compiled in accordance with
generally accepted accounting principles, of (x) CFSC’s translation adjustments related to its
foreign currency transactions, (y) adjustments to the market value of CFSC’s derivative
instruments and (z) adjustments to the market value of CFSC’s retained interests in securitized
receivables.

“Activities” has the meaning specified in Section 7.02(b).

“Added Bank” means any Bank which becomes a Bank hereunder, or whose
Commitment is increased (to the extent of such increase), pursuant to an Assumption and
Acceptance as provided in Section 2.05(c).

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal
to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided, that if
Adjusted Term SOFR as so determined shall ever be less than the Floor, Adjusted Term SOFR
shall be deemed to be the Floor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Agent.

“Advance” means a Revolving Credit Advance, a Local Currency Advance or a Japan
Local Currency Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

“Agent’s Group” has the meaning specified in Section 7.02(b).

“Agreed Currencies” means (i) Dollars, (ii) so long as such currency remains an Eligible
Currency, Pounds Sterling and Euro, and (iii) any other Eligible Currency which the Borrowers
request the Agent to include as an Agreed Currency hereunder and which is acceptable to each
Bank with a Revolving Credit Commitment; provided, that the Agent shall promptly notify each
Bank of each such request and each such Bank shall be deemed not to have agreed to each such
request unless its written consent thereto has been received by the Agent within five (5) Business
Days from the date of such notification by the Agent to such Bank.

“Agreement” means this Third Amended and Restated Credit Agreement (Five-Year
Facility) as it may from time to time be further amended, restated, supplemented or otherwise
modified from time to time.

“Allocated Commitment” has the meaning specified in Section 2.01(b).

“Allocation” has the meaning specified in Section 2.01(b).

“Allocation Percentage” means, with respect to Caterpillar or CFSC at any time, such
Borrower’s Allocation at such time divided by the Total Commitment at such time.

“Alternative Financial Information Service” means, with respect to an Agreed Currency,
a generally recognized financial information service (if any) selected by the Agent in
consultation with the Borrowers that reports interest settlement rates for deposits in such Agreed
Currency.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977
and all applicable laws, rules, and regulations of any applicable jurisdiction concerning or
relating to bribery, corruption or money laundering.

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic
Lending Office in the case of a Base Rate Advance or a Term SOFR Advance, such Bank’s Euro
Lending Office in the case of a EURIBOR Rate Advance, such Bank’s RFR Lending Office in
the case of an RFR Advance, such Bank’s (or its Affiliate’s) office, branch or agency, as
specified by such Bank in the Local Currency Addendum, in the case of a Local Currency
Advance, and such Bank’s (or its Affiliate’s) office, branch or agency, as specified by such Bank
in the Japan Local Currency Addendum, in the case of a Japan Local Currency Advance.

“Applicable Margin” means, from time to time, with respect to any Advance, the
percentages per annum set forth in Schedule II hereto based upon the then applicable Credit
Rating for the applicable Borrower and its corresponding Advance; provided that (a) if the
respective Credit Ratings for a Borrower issued by S&P and Moody’s differ by one level, then
the pricing Level for the higher of such Credit Ratings shall apply; (b) if there is a split in Credit
Ratings of more than one level, then the pricing Level that is one level lower than the pricing
Level of the higher Credit Rating shall apply; (c) if a Borrower has only one Credit Rating, the
pricing Level for such Credit Rating shall apply; and (d) if a Borrower does not have any Credit
Rating, pricing Level V shall apply. Each change in the Applicable Margin resulting from a
publicly announced change in the Credit Ratings shall be effective during the period
commencing on the date of the public announcement thereof and ending on the date immediately



2
preceding the effective date of the next such change. Credit spread adjustments, if any, in
respect of interest rate determinations appear in the definitions for such interest rates.

“Approved Electronic Communications” means each Communication that any Borrower
is obligated to, or otherwise chooses to, provide to the Agent pursuant to this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum or the transactions
contemplated herein or therein, including any financial statement, financial and other report,
notice, request, certificate and other information material; provided, however, that, solely with
respect to delivery of any such Communication by any Borrower to the Agent and without
limiting or otherwise affecting either the Agent’s right to effect delivery of such Communication
by posting such Communication to the Approved Electronic Platform or the protections afforded
hereby to the Agent in connection with any such posting, “Approved Electronic Communication”
shall exclude (i) any notice that relates to a request for an extension of credit (including any
election of an interest rate or Interest Period relating thereto), (ii) any notice of Conversion,
Redenomination or continuation, and any other notice, demand, communication, information,
document and other material relating to a request for a new, or a Conversion, Redenomination or
continuation of an existing, Advance, (iii) any notice pursuant to Section 2.09 and any other
notice relating to the payment of any principal or other amount due under this Agreement prior to
the scheduled date therefor, (iv) all notices of any Event of Default or unmatured Event of
Default, (v) any notice, demand, communication, information, document and other material
required to be delivered to satisfy any of the conditions set forth in Article III or any other
condition to any Advance or other extension of credit hereunder or any condition precedent to
the effectiveness of this Agreement and (vi) service of process.

“Approved Electronic Platform” has the meaning specified in Section 8.02(d).

“Arranger Fee Letter” means the Arranger Fee Letter, dated July 20, 2022, among the
Borrowers, Citibank, Barclays Bank PLC, MUFG Bank, Ltd., and Société Générale.

“Arrangers” means Citibank, BofA Securities, Inc., JPMorgan, Barclays Bank PLC,
MUFG Bank, Ltd., and Société Générale.

“Assignment and Acceptance” means an assignment and acceptance entered into by an
assigning Bank and an assignee, and accepted by the Agent, in accordance with Section 8.07 and
in substantially the form of Exhibit C-1 hereto.
“Assumption and Acceptance” means an assumption and acceptance executed by an
Added Bank and the Borrowers, and accepted by the Agent, in accordance with Section 2.05(c)
and in substantially the form of Exhibit C-2 hereto.

“Available Revolving Credit Commitment” means, as to any Bank at any time, such
Bank’s Revolving Credit Commitment at such time minus the sum of the aggregate Dollar
Amount of such Bank’s outstanding Revolving Credit Advances and, if such Bank is a Local
Currency Bank, its Non-Same Day Local Currency Advances.

“Available Tenor” means, as of any date of determination and with respect to any then-
current Benchmark for any Agreed Currency, as applicable, (x) if any then-current Benchmark is
a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for
determining the length of an Interest Period or (y) otherwise, any payment period for interest
calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of
such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution.


3
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the
European Union, the implementing law, regulation, rule or requirement for such EEA Member
Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with
respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended
from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).

“Bank” has the meaning specified in the introductory paragraph hereof. To the extent
applicable, any reference to a Bank or the Banks includes a reference to a Local Currency Bank,
the Local Currency Banks, a Japan Local Currency Bank or the Japan Local Currency Banks,
and, to the extent applicable, any reference to a Bank includes a reference to its Affiliate, branch
or agency which is a Local Currency Bank or a Japan Local Currency Bank.

“Bank Addition” has the meaning specified in Section 2.05(c).

“Bank Appointment Period” has the meaning specified in Section 7.06.

“Bank Insolvency Event” means, with respect to any Bank, that (i) such Bank or its
Parent Company has been adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Bank or its Parent Company or its assets to be, insolvent, or is
generally unable to pay its debts as they become due, or admits in writing its inability to pay its
debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii)
other than pursuant to an Undisclosed Administration that is not expected to impair or delay a
Bank’s ability to satisfy its funding obligations hereunder, such Bank or its Parent Company is
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a
receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such
Bank or its Parent Company, or such Bank or its Parent Company has taken any action in
furtherance of or indicating its consent to or acquiescence in any such proceeding or
appointment.

“Bank of America” means Bank of America, N.A.

“Base Rate” means, for any date during any Interest Period or any other period, a
fluctuating interest rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the highest of:

(a) the rate of interest announced publicly by Citibank in New York, New
York, and in effect on such date, as Citibank’s base rate; and

(b) 1/2 of one percent above the Federal Funds Rate as in effect on such date;
and

(c) as long as none of the conditions described in Section 2.10(c) or (d) or
Section 2.15(c) shall exist, Term SOFR for a Borrowing in Dollars on such date for a
one-month Interest Period (or if such date is not a Business Day, on the preceding
Business Day) plus 1%.

If the Base Rate is being used as an alternative rate of interest pursuant to Section 2.15(c),
then the Base Rate shall be the greater of clause (a) and (b) above and shall be determined
without reference to clause (c) above. For the avoidance of doubt, if the Base Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.


4
“Base Rate Advance” means an Advance in Dollars which bears interest as provided in
Section 2.07(a).

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition
of “Term SOFR”.

“Benchmark” means, initially, (i) with respect to amounts denominated in Dollars, the
Term SOFR Reference Rate, (ii) with respect to amounts denominated in Pounds Sterling,
SONIA, (iii) with respect to amounts denominated in Japanese Yen, TONAR, and (iv) with
respect to any amounts denominated in Euro, the EURIBOR Base Rate; provided that if a
replacement of an initial or subsequent Benchmark has occurred pursuant to Section 2.15(c), then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall
include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

(1) For purposes of Section 2.15(c) in respect of Dollars, the sum of: (i) Daily Simple
SOFR and (ii) 0.10% per annum; and

(1) For purposes of Section 2.15(c) in respect of Agreed Currencies (including
Dollars if Daily Simple SOFR is unavailable), the sum of (a) the alternate benchmark rate and (b)
an adjustment (which may be a positive or negative value or zero), in each case, that has been
selected by the Agent and the Borrowers as the replacement for such Available Tenor of such
Benchmark giving due consideration to any evolving or then-prevailing market convention,
including any applicable recommendations made by the Relevant Governmental Body, for
syndicated credit facilities at such time denominated in the applicable Agreed Currency in the
U.S. syndicated loan market;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above
would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the
purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” means, with respect to Adjusted Term
SOFR or any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate,” the definition of “Business Day,” the
definition of “Interest Period,” the definition of “SONIA”, the definition of “TONAR”, the
definition of “Adjusted Term SOFR”, the definition of “U.S. Government Securities Business
Day”, timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, the length of lookback
periods, the applicability of breakage provisions, the formula for calculating any successor rates
identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or
convention for applying the successor Floor to the successor Benchmark Replacement and other
technical, administrative or operational matters) that the Agent in its reasonable discretion
decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Agent in a manner substantially
consistent with market practice (or, if the Agent in its reasonable discretion decides that adoption
of any portion of such market practice is not administratively feasible or if the Agent in its
reasonable discretion determines that no market practice for the administration of such
Benchmark Replacement exists, in such other manner of administration as the Agent decides is
reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).




5
“Benchmark Replacement Date” means the earliest to occur of the following events with
respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information
referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases
to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition
Event,” the first date on which all Available Tenors of such Benchmark (or the published
component used in the calculation thereof) have been determined and announced by the
regulatory supervisor for the administrator of such Benchmark (or such component
thereof) to be non-representative; provided that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such
clause (c) and even if any Available Tenor of such Benchmark (or such component
thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of
the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following
events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or
indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the Board of Governors of the Federal Reserve System, the
Federal Reserve Bank of New York, the central bank for the Agreed Currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for such Benchmark (or such component) or a court or an entity with
similar insolvency or resolution authority over the administrator for such Benchmark (or
such component), which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
component thereof) are not, or as of a specified future date will not be, representative.




6
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred
with respect to any Benchmark if a public statement or publication of information set forth above
has occurred with respect to each then-current Available Tenor of such Benchmark (or the
published component used in the calculation thereof).

“Beneficial Ownership Certification” means a certification regarding beneficial
ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Board of Directors” means either the board of directors of a Borrower or any duly
authorized committee of that board.

“Borrower” means each of Caterpillar, CFSC, CIF and CFKK, and “Borrowers” means
all of the foregoing.

“Borrower Agent” has the meaning specified in Section 8.09.

“Borrowing” means a Revolving Credit Borrowing, a Local Currency Borrowing, or a
Japan Local Currency Borrowing.

“Business Day” means a day of the year (i) on which banks are not required or authorized
to close in New York City, New York or Chicago, Illinois, (ii) if the applicable Business Day
relates to any EURIBOR Rate Advance, a day on which dealings are carried on in the London
interbank market and on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is operating or, as the case may be, on which banks and
foreign exchange markets are open for business in the principal financial center for the Agreed
Currency concerned, (iii) if the applicable Business Day relates to any RFR Advance, an RFR
Business Day, (iv) if the applicable Business Day relates to a Japan Local Currency Advance, on
which banks are generally open in Tokyo for the conduct of substantially all of their commercial
lending activities and on which dealings in Japanese Yen are carried on in the Tokyo interbank
market, (v) if the applicable Business Day relates to SOFR, a U.S. Government Securities
Business Day, and (vi) if the applicable Business Day relates to an Advance denominated in an
Agreed Currency not described in the foregoing clauses, such other day as may be designated by
the Agent in its reasonable discretion and consistent with market convention for such Agreed
Currency.
“Capitalization” means, as at any date, the sum of (i) Caterpillar Consolidated Debt at
such date, plus (ii) stockholders’ equity (including preferred stock) of Caterpillar at such date.

“Caterpillar Consolidated Debt” means, as at any date, the aggregate Debt of Caterpillar
and its Subsidiaries (other than CFSC) at such date.

“Caterpillar Purchase Claims” means the outstanding liens on or claims against or in
respect of any of the accounts receivable of Caterpillar or any of its Subsidiaries (excluding
CFSC and CFSC’s Subsidiaries) arising out of the sale or securitization by Caterpillar or any of
its Subsidiaries (excluding CFSC and CFSC’s Subsidiaries) of such accounts receivable.

“CFKK Event of Default” means an Event of Default with respect to CFKK.

“CFSC Consolidated Debt” means, for any period of determination, the aggregate Debt
of CFSC and its Subsidiaries determined on a consolidated basis for such period. The
calculation of CFSC Consolidated Debt shall exclude any non-recourse secured borrowings
related to the securitization of accounts receivable which have been legally sold to a bankruptcy


7
remote special purpose vehicle. For purposes of this definition, retained interest in a
securitization is not considered “recourse”.

“CFSC Event of Default” means an Event of Default with respect to CFSC.

“CFSC Guaranty” means the guaranty by CFSC of the obligations of (a) CIF under this
Agreement and the Local Currency Addendum and (b) CFKK under this Agreement and the
Japan Local Currency Addendum, which guaranty is contained in Article IX.

“CFSC Purchase Claims” means the outstanding liens on or claims against or in respect
of any of the accounts receivable of CFSC or any of its Subsidiaries arising out of the sale or
securitization by CFSC or any such Subsidiaries of such accounts receivable.

“Change of Control” means (a) with respect to CFSC, that Caterpillar shall cease to own
free and clear of all liens, claims, security interests or other encumbrances, 100% of the
outstanding shares of voting stock of CFSC on a fully diluted basis, (b) with respect to CIF, that
CFSC shall cease to own, free and clear of all liens, claims, security interests or other
encumbrances, directly or indirectly through a wholly-owned Subsidiary of CFSC, 100% of the
outstanding shares of voting stock of CIF on a fully diluted basis and (c) with respect to CFKK,
that either (i) CFSC and Caterpillar, in the aggregate, shall cease to own, free and clear of all
liens, claims, security interests or other encumbrances, directly or indirectly through one or more
Subsidiaries of CFSC or Caterpillar, 90% or more of the outstanding shares of voting of stock of
CFKK on a fully diluted basis or (ii) CFSC shall cease to own, free and clear of all liens, claims,
security interests or other encumbrances, directly or indirectly through one or more of its
Subsidiaries, 80% or more of the outstanding shares of voting stock of CFKK on a fully diluted
basis.

“CIF Event of Default” means an Event of Default with respect to CIF.

“Closing Date” means September 1, 2022.

“Co-Syndication Agents” means Bank of America and JPMorgan.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and
any successor statute.
“Commitment” means, for each Bank, the obligation of such Bank to make (a) Revolving
Credit Advances, (b) if it is a Local Currency Bank, Local Currency Advances and (c) if it is a
Japan Local Currency Bank, Japan Local Currency Advances, in an aggregate amount not to
exceed the amount set forth opposite such Bank’s name under the “Commitment” heading on
Schedule I hereto, or on the signature page of the Assignment and Acceptance or Assumption
and Acceptance by which it became a Bank hereunder, as such amount may be increased or
reduced pursuant to the terms of this Agreement.

“Commitment Fee” has the meaning specified in Section 2.04(a).

“Commitment Fee Rate” has the meaning specified in Section 2.04(a).

“Communications” means each notice, demand, communication, information, document
and other material provided for hereunder or under the Local Currency Addendum or the Japan
Local Currency Addendum or otherwise transmitted between the parties hereto relating to this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum, any
Borrower or its Affiliates, or the transactions contemplated by this Agreement, the Local



8
Currency Addendum or the Japan Local Currency Addendum, including, without limitation, all
Approved Electronic Communications.

“Consolidated Net Tangible Assets” means as of any particular time, for any Borrower,
the aggregate amount of assets after deducting therefrom (a) all current liabilities, (b) any current
liability which has been reclassified as a long term liability because such liability by its terms is
extendable or renewable at the option of the obligor thereon to a time more than 12 months after
the time as of which the amount thereof is being computed, and (c) all goodwill, excess of cost
over assets acquired, patents, copyrights, trademarks, trade names, unamortized debt discount
and expense and other like intangibles, all as shown in the most recent consolidated financial
statements of such Borrower and its Subsidiaries prepared in accordance with generally accepted
accounting principles.

“Consolidated Net Worth” means as at any date, (i) for Caterpillar, the consolidated
stockholders’ equity (including preferred stock but excluding “Pension and other post-retirement
benefits” that are reflected in “Accumulated Other Comprehensive Income (loss)”) of Caterpillar
at such date, and (ii) for CFSC, the stockholders’ equity (including preferred stock but excluding
“Accumulated Other Comprehensive Income” and non-controlling interests as defined in
accordance with generally accepted accounting principles) of CFSC on such date.

“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.

“Convert”, “Conversion”, and “Converted” each refer to a conversion of Advances of one
Type into Advances of another Type pursuant to Section 2.10 or 2.15(a).

“Credit Rating” means, at any time, with respect to Caterpillar or CFSC, the credit rating
on such Borrower’s long-term senior unsecured debt then most recently publicly announced by
either Moody’s or S&P, and “Credit Ratings” means with respect to each such Borrower, such
credit ratings from both Moody’s and S&P. In the case of each of CFKK and CIF, “Credit
Rating” and “Credit Ratings” mean, at any time, the Credit Rating and Credit Ratings of CFSC at
such time, as determined pursuant to the preceding sentence.

“Current Termination Date” means, with respect to any Bank at any time, September 1,
2027 or such later date to which the “Current Termination Date” shall then have been extended
with the consent of such Bank pursuant to Section 2.16.

“Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum equal to,
for any Obligation, interest, fees, commissions or other amounts denominated in, or calculated
with respect to, (a) Pounds Sterling, the greater of (i) SONIA for the day (such day “i”) that is
five RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR
Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day
immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the
SONIA Administrator on the SONIA Administrator’s Website, and (ii) the Floor, and (b)
Japanese Yen, the greater of (i) TONAR for the day (such day “i”) that is five RFR Business
Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if
such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding
such RFR Rate Day, in each case, as such TONAR is published by the TONAR Administrator on
the TONAR Administrator’s Website, and (ii) the Floor. If by 5:00 pm (local time for the
applicable RFR) on the second (2nd) RFR Business Day immediately following any day “i”, the
RFR in respect of such day “i” has not been published on the applicable RFR Administrator’s
Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR


9
has not occurred, then the RFR for such day “i” will be the RFR as published in respect of the
first preceding RFR Business Day for which such RFR was published on the RFR
Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be
utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive
RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable RFR shall
be effective from and including the effective date of such change in the RFR without notice to
the Borrowers. No credit spread adjustment shall be added to any determination of the Daily
Simple RFR in respect of SONIA or TONAR.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal
to SOFR for the day (such day “i”) that is 5 U.S. Government Securities Business Days prior to
(i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day
or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S.
Government Securities Business Day immediately preceding such SOFR Rate Day, in each case,
as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website.
If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business
Day immediately following any day “i”, the SOFR in respect of such day “i” has not been
published on the SOFR Administrator’s Website and a Benchmark Replacement Date with
respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the
SOFR as published in respect of the first preceding U.S. Government Securities Business Day
for which such SOFR was published on the SOFR Administrator’s Website; provided that any
SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily
Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily
Simple SOFR due to a change in SOFR shall be effective from and including the effective date
of such change in SOFR without notice to the Borrower.

“Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price
of property or services, (iv) obligations as lessee under leases which shall have been or should
be, in accordance with generally accepted accounting principles, recorded as capital leases, (v)
obligations under direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv)
above, and (vi) liabilities in respect of unfunded vested benefits under Plans covered by Title IV
of ERISA; provided, however, for purposes of Sections 5.03 and 5.04(a) and (b) only, clause (vi)
above shall include only those liabilities of the applicable Borrower and all ERISA Affiliates for
such Borrower’s then current fiscal year (and, if such liabilities are still outstanding, for prior
fiscal years) to (a) all single employer plans (as defined in Section 4001(a)(15) of ERISA) to
meet the minimum funding standard requirements of Section 412(a) of the Code (without regard
to any waiver under Section 412(c) of the Code) and (b) all multiemployer plans (as defined in
Section 4001(a)(3) of ERISA) for all required contributions and payments.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, examinership or similar debtor relief
laws of the United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

“Defaulting Bank” means, at any time, subject to Section 2.17(d), (i) any Bank that has
failed for two or more consecutive Business Days to comply with its obligations under this
Agreement to make available its ratable portion of a Borrowing (each, a “funding obligation”),
unless such Bank has notified the Agent and a Borrower in writing that such failure is the result
of such Bank’s determination that one or more conditions precedent to funding has not been
satisfied (which conditions precedent, together with the applicable default, if any, will be


10
specifically identified in such writing), (ii) any Bank that has notified the Agent or a Borrower in
writing, or has stated publicly, that it does not intend to comply with its funding obligations
hereunder, unless such writing or statement states that such position is based on such Bank’s
determination that one or more conditions precedent to funding cannot be satisfied (which
conditions precedent, together with the applicable default, if any, will be specifically identified in
such writing or public statement), (iii) any Bank that has, for three or more Business Days after
written request of the Agent or a Borrower, failed to confirm in writing to the Agent and the
Borrowers that it will comply with its prospective funding obligations hereunder (provided that
such Bank shall cease to be a Defaulting Bank pursuant to this clause (iii) upon the Agent’s and
the Borrowers’ receipt of such written confirmation), (iv) any Bank with respect to which a Bank
Insolvency Event has occurred and is continuing with respect to such Bank or its Parent
Company, or (v) any Bank that has become the subject of a Bail-In Action; provided that a Bank
shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity
interest in such Bank or its Parent Company by a Governmental Authority or an instrumentality
thereof. Any determination by the Agent that a Bank is a Defaulting Bank under any of clauses
(i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be
deemed to be a Defaulting Bank (subject to Section 2.17(d)) upon notification of such
determination by the Agent to the Borrowers and the Banks. The Agent will promptly send to all
parties hereto a copy of any notice to the Borrowers provided for in this definition.

“Designated Persons” means a Person:

(i) listed in the annex to, or otherwise the subject of the provisions of,
any Executive Order;

(ii) named as a “Specially Designated National and Blocked Person”
on the most current list published by OFAC at its official website or any
replacement website or other replacement official publication of such list (or
listed as a restricted party by the U.S. Department of State or given a similar
designation by the United Nations Security Council or an applicable
Governmental Authority in Ireland, Japan, the European Union, any European
Union member state, the United Kingdom, Australia, or Hong Kong) (each, an
“SDN”), or is otherwise the subject of any Sanctions Laws and Regulations; or

(iii) in which one or more SDNs have 50% or greater ownership
interest or that is otherwise controlled by an SDN.
“Dollar Amount” means, for any currency at any date (i) the amount of such currency if
such currency is Dollars or (ii) the Equivalent Amount of Dollars if such currency is any
currency other than Dollars.

“Dollars” and the sign “$” each means lawful money of the United States of America.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Domestic Lending Office” on its respective signature page hereto or such other
office of such Bank as such Bank may from time to time specify to the Borrowers and the Agent.

“Earlier Termination Date” has the meaning specified in Section 2.16(c).

“EEA Financial Institution” means (a) any institution established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any institution established in an EEA Member Country which is a



11
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any
delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Currency” means any currency other than Dollars with respect to which the
Agent or a Borrower has not given notice in accordance with Section 2.15(a) and that is readily
available, freely traded, in which deposits are customarily offered to banks in the London or
other applicable interbank market, convertible into Dollars in the international interbank market,
available to the Banks in such market and as to which an Equivalent Amount may be readily
calculated. If, after the designation by the Banks of any currency as an Agreed Currency or
Local Currency:

(i) currency control or other exchange regulations are imposed in the
country or jurisdiction in which such currency is issued with the result that
different types of such currency are introduced, or such currency is, in the
determination of the Agent, no longer readily available or freely traded, then the
Agent shall promptly notify the Banks and the Borrowers, and such currency shall
no longer be an Agreed Currency or Local Currency until such time as the
Disqualifying Event no longer exists, and the Borrowers shall be permitted to
repay all Advances in such currency in Dollars;

(iv) in the determination of the Agent, in consultation with the Co-
Syndication Agents, an Equivalent Amount with respect to such currency is not
readily calculable, then the Agent shall promptly notify the Banks and the
Borrowers, and such currency shall no longer be an Agreed Currency or Local
Currency until such time as the Disqualifying Event no longer exists; or

(v) each of the Disqualifying Events described in clauses (i) and (ii)
above exist, then the Borrowers shall repay all Advances in such currency to
which the Disqualifying Events apply within fifteen (15) Business Days of receipt
of such notice from the Agent.

Each of the events described in clauses (i) and (ii) above shall be referred to herein as a
“Disqualifying Event”.

“Eligible Financial Institution” means, as of the date of any assignment as contemplated
in Section 8.07(a)(i), a commercial bank or financial institution (i) with a credit rating on its
long-term senior unsecured debt of either (a) “BBB+” or better from S&P or (b) “Baa1” or better
from Moody’s; and (ii) having shareholders’ equity of not less than $5,000,000,000.

“Equivalent Amount” means, for any currency with respect to any amount of Dollars at
any date, the equivalent in such currency of such amount of Dollars, calculated on the basis of
the arithmetic mean of the buy and sell spot rates of exchange of the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as applicable (by reference to an appropriate
Bloomberg screen, Alternative Financial Information Service screen or other generally
recognized financial information service selected by the Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, in consultation with the Borrowers), in the London
interbank market (or other market where the Agent’s or the Local Currency Agent’s, as


12
applicable, foreign exchange operations in respect of such currency are then being conducted) or,
in the case of Japanese Yen, in the Tokyo interbank market for such other currency at or about
11:00 a.m. (local time applicable to the transaction in question) two (2) Business Days prior to
the date on which such amount is to be determined (provided that if an Equivalent Amount is
being determined with respect to (x) the making of a Local Currency Advance in Pounds Sterling
or Euro, such amount shall be determined at or about 11:00 a.m. (London time) for Pounds
Sterling, and 11:00 a.m. (Brussels time) for Euro, on the date of such Local Currency Advance or
(y) the making of a Japan Local Currency Advance on a same-day basis, such amount shall be
determined at or about 11:00 a.m. (Tokyo time) on the date of such Japan Local Currency
Advance), rounded up to the nearest amount of such currency as determined by the Agent, the
Local Currency Agent or the Japan Local Currency Agent, as applicable, from time to time;
provided, however, that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Agent or the Local Currency Agent (or the Japan Local Currency Agent, if
applicable) may use any reasonable method it deems appropriate (after consultation with the
Borrowers) to determine such amount, and such determination shall be conclusive, absent
manifest error.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any successor statute.

“ERISA Affiliate” means each trade or business (whether or not incorporated) which,
together with a Borrower or a Subsidiary of such Borrower, would be deemed to be a “single
employer” within the meaning of Section 4001 of ERISA.

“ERISA Termination Event” means (i) a “Reportable Event” described in Section 4043
of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to
the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a
Borrower or any of its ERISA Affiliates from a “single employer plan” during a plan year in
which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of
ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings
to terminate a Plan by the PBGC or (v) any other event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA
Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.
“Erroneous Payment” has the meaning assigned to it in Section 7.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section
7.11 (d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section
7.11(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section
7.11(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section
7.11(e).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published
by the Loan Market Association (or any successor Person), as in effect from time to time.




13
“EURIBOR Base Rate” means, with respect to a EURIBOR Rate Advance for the
relevant Interest Period, the interest rate per annum equal to the rate determined by the Agent to
be the Euro Interbank Offered Rate administered by the European Money Markets Institute (or
any other Person that takes over the administration of such rate (“EURIBOR”) and displayed on
the applicable Bloomberg screen (or any successor page) as of 11:00 a.m. (Brussels time), on the
date that is two (2) TARGET Settlement Days preceding the first day of such Interest Period (or
on the first day of such Interest Period, in the case of a Same Day Local Currency Advance), and
having a maturity equal to such Interest Period; provided, that, if such rate is below zero, it will
be deemed to be zero. Any EURIBOR Base Rate determined on the basis of the rate displayed
on a Bloomberg screen (or other applicable screen) in accordance with the foregoing provisions
of this subparagraph shall be subject to corrections, if any, made in such rate and displayed by
Bloomberg (or other applicable service) within one hour of the time when such rate is first
displayed by such service; provided, that, if such rate is below zero, it will be deemed to be zero.

“EURIBOR Rate” means, with respect to a Revolving Credit Advance or a Local
Currency Advance for the relevant Interest Period, an interest rate obtained by dividing (i) the
EURIBOR Base Rate applicable to such Interest Period by (ii) a percentage equal to 100% minus
the EURIBOR Rate Reserve Percentage, such EURIBOR Rate to be adjusted automatically on
and as of the effective date of any change in the EURIBOR Rate Reserve Percentage; provided,
that if such rate is below zero, it will be deemed to be zero.

“EURIBOR Rate Advance” means a Revolving Credit Advance denominated in euro
which bears interest as provided in Section 2.07(b) or a Local Currency Advance which bears
interest as provided in Section 2.07(b) and the Local Currency Addendum.

“EURIBOR Rate Reserve Percentage” means, for any date:

(d) in the case of any Revolving Credit Advance, that percentage (expressed
as a decimal) which is in effect on such date, as prescribed by the Board of Governors of
the Federal Reserve System for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City with
deposits exceeding five billion dollars in respect of Eurocurrency Liabilities having a
term equal to the applicable Interest Period (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on EURIBOR
Rate Advances is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any bank to United States residents); or

(c) in the case of any Local Currency Advance, that percentage (expressed as
a decimal (or, an amount expressed as a decimal percentage)) calculated by the Local
Currency Agent (in consultation with the Borrowers) of the cost of the Local Currency
Banks complying with the minimum reserve requirements of the Bank of England, the
Financial Conduct Authority and/or the Prudential Regulation Authority, the European
Central Bank or any other applicable Governmental Authority.

“Euro” or “euro” means the Euro referred to in the Council Regulation E.C. No. 1103/97
dated 17 June 1997 passed by the Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that participate in the third stage of the
Economic and Monetary Union.

“Euro Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “Euro Lending Office” on its respective signature page hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank
may from time to time specify to the Borrowers and the Agent. A Bank may specify different


14
offices for its Advances denominated in Dollars, its Advances denominated in euro, and its
Advances denominated in other Agreed Currencies.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

“Executive Order” is defined in the definition of “Sanctions Laws and Regulations”.

“Existing Credit Agreement” means that certain Second Amended and Restated Credit
Agreement (Five-Year Facility), dated as of September 5, 2019, among Caterpillar, CIF, CFSC
and CFKK, as borrowers thereunder, certain financial institutions party thereto, MUFG, as Japan
Local Currency Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank,
as agent for such financial institutions, as amended from time to time prior to the date hereof.

“Extended Termination Date” has the meaning specified in Section 2.16(c).

“Extension Confirmation Date” has the meaning specified in Section 2.16(b).

“Extension Confirmation Notice” has the meaning specified in Section 2.16(b).

“Extension Request” has the meaning specified in Section 2.16(a).

“Facility Termination Date” means the earlier to occur of (i) the Current Termination
Date then in effect and (ii) the date of termination in whole of the Commitments pursuant to
Section 2.05(a) or 6.01.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the
Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of
New York.

“Five-Year Agreement” is defined in the definition of “Other Credit Agreements”.

“Floor” means a rate of interest equal to 0%.

“Governmental Authority” means any federal, state, municipal, national or other
government, governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity, officer or examiner exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to any
government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government (including any supra-national bodies such as the
European Union or the European Central Bank).

“Information Memorandum” means the Confidential Information Memorandum dated
July 2022 in the form approved by the Borrowers concerning the Borrowers and their


15
Subsidiaries which, at the Borrowers’ request and on their behalf, was prepared in relation to the
transactions contemplated by this Agreement and distributed by the Arranger to selected
financial institutions before the date of this Agreement.

“Insignificant Subsidiary” means, on any date, any Subsidiary of Caterpillar or CFSC
whose aggregate asset value, as reasonably calculated by Caterpillar in accordance with
generally accepted accounting principles, is at less than or equal to $50,000,000 on such date.

“Interest Expense” means, for any period of determination, all interest (without
duplication), whether paid in cash or accrued as a liability, attributable to CFSC Consolidated
Debt (including imputed interest on any capital lease of CFSC or its Subsidiaries) in accordance
with generally accepted accounting principles.

“Interest Period” means, for each Advance, other than an RFR Advance, comprising part
of the same Borrowing, the period commencing on the date of such Advance, or the date of the
Conversion, continuation or Redenomination, as applicable, of such Advance, and ending on the
last day of the period selected by a Borrower pursuant to the provisions below. The duration of
each such Interest Period shall be (a) in the case of a Base Rate Advance or a Japan Base Rate
Advance, 30 days (or, in the event the Base Rate is determined by reference to Term SOFR, one
month), (b) in the case of a Term SOFR Advance or a EURIBOR Rate Advance, 1, 3 or 6
months, in each case as a Borrower may, in the Notice of Borrowing requesting such Advance,
select, and (c) in the case of any Advance in an Agreed Currency other than those subject to RFR
Advances or covered in the foregoing clauses (a) and (b), such number of days as shall be agreed
to between the Company, the Agent and the Banks extending Loans in such Agreed Currency;
provided, however, that:

(ii) the duration of any Interest Period which would otherwise end
after the Revolving Credit Termination Date shall end on the Revolving Credit
Termination Date;

(iii) Interest Periods commencing on the same date for Advances
comprising part of the same Borrowing shall be of the same duration; and

(iv) whenever the last day of any Interest Period would otherwise occur
on a day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, provided, in the case of
any Interest Period for a Term SOFR Advance or EURIBOR Rate Advance, that
if such extension would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day.

“Japan Base Rate” means, for any Interest Period or any other period, a fluctuating
interest rate per annum equal to the rate of interest announced publicly by MUFG in Tokyo,
Japan, from time to time, as MUFG’s short-term base rate.

“Japan Base Rate Advance” means a Japan Local Currency Advance which bears interest
as provided in Section 2.07.

“Japan Local Currency Addendum” means the local currency addendum dated as of the
date hereof among CFKK, CFSC, the Japan Local Currency Banks named therein, the Japan
Local Currency Agent and the Agent, substantially in the form of Exhibit G-2.

“Japan Local Currency Advance” means any Advance in Japanese Yen, made to CFKK
pursuant to Sections 2.03C and 2.03D and the Japan Local Currency Addendum.


16
“Japan Local Currency Agent” means MUFG, as agent under the Japan Local Currency
Addendum, or any successor agent under the Japan Local Currency Addendum.

“Japan Local Currency Bank” means each Bank (or any Affiliate, branch or agency
thereof) party to the Japan Local Currency Addendum. In the event any agency, branch or
Affiliate of a Bank shall be party to the Japan Local Currency Addendum, such agency, branch
or Affiliate shall, to the extent of any commitment extended and any Advances made by it, have
all the rights of such Bank hereunder; provided, however, that, except as otherwise expressly
provided herein, such Bank shall continue, to the exclusion of such agency or Affiliate, to have
all the voting and consensual rights vested in it by the terms hereof.

“Japan Local Currency Borrowing” means a borrowing comprised of simultaneous Japan
Local Currency Advances made to CFKK by each of the Japan Local Currency Banks pursuant
to Sections 2.03C and 2.03D and the Japan Local Currency Addendum.

“Japan Local Currency Commitment” has the meaning specified in Section 2.03C(a).

“Japanese Yen” means the lawful currency of Japan.

“Joint Fee Letter” means the Joint Fee Letter, dated July 20, 2022, among the Borrowers,
Citibank, Bank of America, JPMorgan, and certain of the Arrangers.

“JPMorgan” means JPMorgan Chase Bank, N.A.

“Leverage Ratio” has the meaning specified in Section 5.04(a).

“Loan Documents” means this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum, and the Notes, as each may be amended, restated, supplemented or
otherwise modified from time to time.

“Local Currency” means (i) only so long as such currency remains an Eligible Currency,
Pounds Sterling or Euro and (ii) any other Agreed Currency which CIF requests the applicable
Local Currency Banks to include as a Local Currency hereunder and which is reasonably
acceptable to each such Local Currency Bank.

“Local Currency Addendum” means the local currency addendum dated as of the date
hereof among CIF, CFSC, the Local Currency Banks named therein, the Local Currency Agent
and the Agent, substantially in the form of Exhibit G-1.

“Local Currency Advance” means any Advance in a Local Currency, made to CIF
pursuant to Sections 2.03A and 2.03B and the Local Currency Addendum.

“Local Currency Agent” means Citibank Europe plc, UK Branch, as agent under the
Local Currency Addendum, or any successor agent under the Local Currency Addendum.

“Local Currency Bank” means each Bank (or any affiliate, branch or agency thereof)
party to the Local Currency Addendum. In the event any agency, branch or affiliate of a Bank
shall be party to the Local Currency Addendum, such agency, branch or affiliate shall, to the
extent of any commitment extended and any Advances made by it, have all the rights of such
Bank hereunder; provided, however, that, except as otherwise expressly provided herein, such
Bank shall continue to the exclusion of such agency or Affiliate to have all the voting and
consensual rights vested in it by the terms hereof.




17
“Local Currency Borrowing” means a borrowing comprised of simultaneous Local
Currency Advances made to CIF by each of the Local Currency Banks pursuant to Sections
2.03A and 2.03B and the Local Currency Addendum.

“Local Currency Commitment” has the meaning specified in Section 2.03A(a).

“Majority Banks” means at any time Banks holding more than 50% of the Commitments,
or if the Commitments have been terminated, Banks holding more than 50% of the then
aggregate unpaid principal amount of the Advances.

“Majority Japan Local Currency Banks” means Japan Local Currency Banks holding
more than 50% of the Japan Local Currency Commitments.

“Majority Local Currency Banks” means Local Currency Banks holding more than 50%
of the Local Currency Commitments.

“Margin Stock” has the meaning set forth in Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto, and if
Moody’s ceases to issue ratings of the type described herein with respect to the Borrowers, then
the Borrowers and the Agent, with the consent of the Majority Banks, shall agree upon a
mutually acceptable replacement debt rating agency and shall further agree, upon determination
of such replacement agency, to determine appropriate equivalent ratings levels to replace those
contained herein.

“MUFG” means MUFG Bank, Ltd.

“Net Gain/(Loss) From Interest Rate Derivatives” has the meaning as reflected in the
financial caption Other income(expense), in CFSC’s Consolidated Statement of Profit as
compiled under generally accepted accounting principles.

“Non-Defaulting Bank” means, at any time, a Bank that is not a Defaulting Bank.

“Non-Same Day Local Currency Advances” means Local Currency Advances other than
Same Day Local Currency Advances.
“Note” has the meaning specified in Section 2.02(f).

“Notice of Allocation” has the meaning specified in Section 2.01(b).

“Notice of Bank Addition” has the meaning specified in Section 2.05(c).

“Notice of Borrowing” means a Notice of Local Currency Borrowing, a Notice of Japan
Local Currency Borrowing or a Notice of Revolving Credit Borrowing, as applicable.

“Notice of Japan Local Currency Borrowing” has the meaning specified in Section
2.03D(a).

“Notice of Local Currency Borrowing” has the meaning specified in Section 2.03B(a).

“Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).




18
“Obligations” means all advances to, and debts, liabilities and obligations of, the
Borrowers arising under any Loan Document or otherwise with respect to any Advance, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against the Borrowers or any Affiliate thereof of any proceeding under any
debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed or allowable claims in such proceeding. Without limiting the
foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses,
fees, indemnities and other amounts payable by the Borrowers under any Loan Document and (b)
the obligation of the Borrowers to reimburse any amount in respect of any of the foregoing that
the Agent or any Bank, in each case in its sole discretion, may elect to pay or advance on behalf
of the Borrowers.

“OFAC” is defined in the definition of “Sanctions Laws and Regulations”.

“Other Credit Agreements” means (a) that certain Credit Agreement (2022 364-Day
Facility), dated as of September 1, 2022, among the Borrowers, as borrowers thereunder, certain
financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe plc,
UK Branch, as Local Currency Agent, and Citibank, as agent for such banks, and (b) that certain
Third Amended and Restated Credit Agreement (Three-Year Facility), dated as of September 1,
2022 (the “Three-Year Agreement”), among the Borrowers, as borrowers thereunder, certain
financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe plc,
UK Branch, as Local Currency Agent, and Citibank, as agent for such banks, in each case, as the
same may be amended, restated, supplemented or otherwise modified from time to time.

“Parent Company” means, with respect to a Bank, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Bank and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Bank.

“Payment Office” means (a) with respect to Advances other than Same Day Local
Currency Advances and Japan Local Currency Advances, (i) for Dollars, the principal office of
Citibank in New York City, located on the date hereof at 388 Greenwich Street, New York, New
York 10013, (ii) for any other Agreed Currency, the office of Citibank located on the date hereof
at 1615 Brett Road, Building No. 3, New Castle, Delaware 19720; (b) with respect to Same Day
Local Currency Advances, the office of the Local Currency Agent set forth in the Local
Currency Addendum; and (c) with respect to any Japan Local Currency Advance, the office of
the Japan Local Currency Agent set forth in the Japan Local Currency Addendum, or in any case,
such other office of the Agent, the Local Currency Agent or the Japan Local Currency Agent, as
applicable, as shall be from time to time selected by it by written notice to the Borrowers and the
Banks.

“Payment Recipient” has the meaning assigned to it in Section 7.11(a).

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of
“Term SOFR”.

“Person” means an individual, partnership, corporation (including a business trust),
limited liability company, joint stock company, trust, unincorporated association, joint venture or
other entity, or a government or any political subdivision or agency thereof.

“Plan” means any multiemployer plan or single employer plan, each as defined in Section
4001 and subject to Title IV of ERISA, which is maintained, or at any time during the five


19
calendar years preceding the date of this Agreement was maintained, for employees of a
Borrower or a Subsidiary of such Borrower or an ERISA Affiliate.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section
3(42) of ERISA, as amended from time to time.

“Pounds Sterling” means the lawful currency of the United Kingdom.

“Prior 364-Day Agreement” means that certain Credit Agreement (2021 364-Day
Facility), dated as of September 2, 2021, among Caterpillar, CFSC, CFKK and CIF, as
borrowers, the financial institutions party thereto, MUFG, as Japan Local Currency Agent,
Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank, as agent for such
financial institutions.

“Prior Three-Year Agreement” means that certain Second Amended and Restated Credit
Agreement (Three-Year Facility), dated as of September 5, 2019, among Caterpillar, CFSC,
CFKK and CIF, as borrowers, the financial institutions party thereto, MUFG, as Japan Local
Currency Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and Citibank, as
agent for such financial institutions, as amended from time to time prior to the date hereof.

“Purchase Claims” means Caterpillar Purchase Claims or CFSC Purchase Claims, or
both, as applicable.

“Redenominate,” “Redenomination” and “Redenominated” each refer to a
redenomination comprising all or part of the same Borrowing from an Agreed Currency to
Dollars or from Dollars to another Agreed Currency, or the continuation of such Advances in the
same Agreed Currency, in each case pursuant to Section 2.10 or 2.15.

“Register” has the meaning specified in Section 8.07(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and such
Person’s and such Person’s Affiliates’ respective managers, administrators, members, trustees,
partners, directors, officers, employees, agents, fund managers and advisors.

“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in
respect of Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Board of Governors
of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto and (b) with respect to a Benchmark Replacement in respect of any other Agreed
Currency, (1) the central bank, regulator or other supervisory authority for the Agreed Currency
in which such amounts are denominated hereunder or any central bank or other supervisor which
is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator
of such Benchmark Replacement or (2) any working group or committee officially endorsed or
convened by (A) the central bank for the Agreed Currency in which such amounts are
denominated, (B) any central bank or other supervisor that is responsible for supervising either
(i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a
group of those central banks or other supervisors or (D) the Financial Stability Board or any part
thereof.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK
Financial Institution, a UK Resolution Authority.

“Restricting Information” means material non-public information with respect to any of
the Borrowers or their securities.


20
“Revolving Credit Advance” means an advance by a Bank to a Borrower as part of a
Revolving Credit Borrowing and refers to a Base Rate Advance, a Term SOFR Advance, a
EURIBOR Rate Advance, or an RFR Advance, each of which shall be a “Type” of Advance.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Advances of the same Type made to a Borrower by each of the Banks pursuant to Section
2.01.

“Revolving Credit Commitment” means, for each Bank, the obligation of such Bank to
make Revolving Credit Advances and, if such Bank is a Local Currency Bank, Non-Same Day
Local Currency Advances, in an aggregate amount not to exceed the amount set forth opposite
such Bank’s name under the “Revolving Credit Commitment” heading on Schedule I hereto, or
on the signature page of the Assignment and Acceptance or Assumption and Acceptance by
which it became a Bank hereunder, as such amount may be increased or reduced pursuant to the
terms of this Agreement; provided, however, that if such Bank’s Same Day Local Currency
Commitment or Japan Local Currency Commitment is terminated in whole or in part without a
corresponding reduction or termination of the Commitments, then such Bank’s Revolving Credit
Commitment shall equal the sum of (x) the amount set forth as such Bank’s Revolving Credit
Commitment on Schedule I to this Agreement or on such Bank’s signature page to its
Assignment and Acceptance or its Assumption and Acceptance, as applicable, plus (y) the
amount of such Bank’s terminated Same Day Local Currency Commitment or Japan Local
Currency Commitment, as applicable. No such change shall result in a Bank’s Revolving Credit
Commitment exceeding its Commitment. For each Bank that is not a Local Currency Bank or
Japan Local Currency Bank, such Bank’s Revolving Credit Commitment will be equal to its
Commitment. For each Bank that is Local Currency Bank or a Japan Local Currency Bank, such
Bank’s Revolving Credit Commitment will be equal to its Commitment minus the sum of its
Same Day Local Currency Commitment and its Japan Local Currency Commitment.

“Revolving Credit Obligations” means, at any time, the aggregate outstanding Advances
at such time minus the sum of the outstanding Same Day Local Advances and the outstanding
Japan Local Currency Advances at such time.

“Revolving Credit Termination Date” means the earlier to occur of (i) the Current
Termination Date then in effect and (ii) the date of termination in whole of the Commitments
pursuant to Section 2.05(a) or 6.01.
“RFR” means, for any Obligations, interest, fees, commissions or other amounts
denominated in, or calculated with respect to, (a) Pounds Sterling, SONIA, and (b) Japanese
Yen, TONAR.

“RFR Administrator” means the SONIA Administrator or the TONAR Administrator, as
applicable.

“RFR Advance” means an Advance that bears interest at a rate based on a Daily Simple
RFR.

“RFR Business Day” means, for any Obligations, interest, fees, commissions or other
amounts denominated in, or calculated with respect to, (a) Pounds Sterling, any day except for (i)
a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London,
or (b) Japanese Yen, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks
are closed for general business in Japan; provided, that for purposes of notice requirements in
respect of requesting Borrowings or prepaying Advances, such day also shall be required to be a
Business Day.



21
“RFR Interest Payment Date” means, as to any RFR Advance, each date that is on the
numerically corresponding day in each calendar month that is one month after the Borrowing of
such Advance; provided that, as to any such RFR Advance, (i) if any such date would be a day
other than a Business Day, such date shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month, in which case
such date shall be the next preceding Business Day and (ii) the RFR Interest Payment Date with
respect to any Borrowing that occurs on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in any applicable calendar month) shall be
the last Business Day of any such succeeding applicable calendar month; provided, that for
purposes of this clause (b), the date of a Borrowing of an Advance initially shall be the date on
which such Advance is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Advance or Borrowing, and (B) the Current Termination Date
or Extended Termination Date, as applicable.

“RFR Lending Office” means, with respect to any Bank, the office of such Bank
specified as its “RFR Lending Office” on its respective signature page hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank
may from time to time specify to the Borrowers and the Agent. A Bank may specify different
offices for its Advances denominated in different Agreed Currencies, and the term “RFR
Lending Office” shall refer to any or all such offices, collectively, as the context may require
when used in respect of such Bank.

“RFR Rate Day” has the meaning specified in the definition of “Daily Simple RFR”.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business, or any successor thereto, and if S&P ceases to issue ratings of the type
described herein with respect to the Borrowers, then the Borrowers and the Agent, with the
consent of the Majority Banks, shall agree upon a mutually acceptable replacement debt rating
agency and shall further agree, upon determination of such replacement agency, to determine
appropriate equivalent ratings levels to replace those contained herein.

“Same Day Local Currency Advances” means any Advances under the Same Day Local
Currency Subfacility.

“Same Day Local Currency Commitment” has the meaning specified in Section 2.03A(a).
“Same Day Local Currency Subfacility” means the subfacility under the Local Currency
Addendum which provides for the Local Currency Banks to make Local Currency Advances
available to CIF under the Local Currency Addendum on a same day notice basis in an amount
outstanding at any time not to exceed the Dollar Amount of $150,000,000.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the
subject or target of any Sanctions Laws and Regulations (at the time of this Agreement, the so-
called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region
of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions Laws and
Regulations-related list of designated Persons maintained by OFAC, the U.S. Department of
State, the United Nations Security Council, or an applicable Governmental Authority in Ireland,
the European Union, any European Union member state, the United Kingdom, Australia, Japan,
or Hong Kong, (b) any Person operating, organized or resident in a Sanctioned Country or (c)
any Person owned or controlled by any such Person or Persons described in the foregoing clauses
(a) or (b), including, without limitation, any Person in which one or more SDNs have 50% or
greater ownership interest.


22
“Sanctions Laws and Regulations” means:

(i) any sanctions, prohibitions or requirements imposed by any
executive order (an “Executive Order”) or by any sanctions program administered
by the U.S. Department of the Treasury Office of Foreign Assets Control
(“OFAC”), the U.S. Department of State or the U.S. Department of Commerce;
and

(i) any sanctions measures imposed by the United Nations Security
Council, the European Union, the United Kingdom, Ireland, Australia, Japan or
the applicable Governmental Authority in Hong Kong, China.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the
SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor
administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New
York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the
Sterling Overnight Index Average for such Business Day published by the SONIA Administrator
on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Administrator” means the Bank of England (or any successor administrator of
the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at
http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index
Average identified as such by the SONIA Administrator from time to time.

“Subsidiary” means, with respect to any Borrower, a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such Borrower or by one or
more other Subsidiaries, or by such Borrower and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

“Support Agreement” means that certain Support Agreement dated as of December 21,
1984, amended June 14, 1995, between Caterpillar and CFSC, as the same may be amended or
modified in accordance with the terms of Section 5.04(c) and in effect from time to time.

“Three-Year Agreement” is defined in the definition of “Other Credit Agreements.”

“TARGET Settlement Day” means any Business Day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“Term SOFR” means:

(d) for any calculation with respect to a SOFR Loan, the Term SOFR
Reference Rate for a tenor comparable to the applicable Interest Period on the day (such
day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government


23
Securities Business Days prior to the first day of such Interest Period, as such rate is
published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m.
(New York City time) on any Periodic Term SOFR Determination Day the Term SOFR
Reference Rate for the applicable tenor has not been published by the Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding
U.S. Government Securities Business Day for which such Term SOFR Reference Rate
for such tenor was published by the Term SOFR Administrator so long as such
first preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination
Day; and

(a) for any calculation with respect to a Base Rate Advance on any day, the
Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base
Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities
Business Days prior to such day, as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any
Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the
applicable tenor has not been published by the Term SOFR Administrator and a
Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not
occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as
published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was
published by the Term SOFR Administrator so long as such first preceding U.S.
Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to Base Rate SOFR Determination Day.

“Term SOFR Adjustment” means an amount equal to 0.10%.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited
(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in
its reasonable discretion).

“Term SOFR Advance” means a Revolving Credit Advance denominated in Dollars
which bears interest as provided in Section 2.07(b).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“TONAR” means, with respect to any Business Day, a rate per annum equal to the Tokyo
Overnight Average Rate for such Business Day published by the TONAR Administrator on the
TONAR Administrator’s Website on the immediately succeeding Business Day.

“TONAR Administrator” means the Bank of Japan (or any successor administrator of the
Tokyo Overnight Average Rate).

“TONAR Administrator’s Website” means the Bank of Japan’s website, currently at
http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified
as such by the TONAR Administrator from time to time.

“TONAR Advance” means a Japan Local Currency Advance which bears interest at a
rate based on TONAR as provided in Section 2.07.




24
“Total Commitment” means, at any time, the sum of all of the Banks’ Commitments at
such time.

“Total Japan Local Currency Commitment” has the meaning specified in Section
2.03C(a).

“Total Local Currency Commitment” has the meaning specified in Section 2.03A(a).

“Total Revolving Credit Commitment” means, at any time, the sum of all of the Banks’
Revolving Credit Commitments at such time (which shall be an amount equal to the Total
Commitment at such time minus the sum of the aggregate Dollar Amount of the Same Day Local
Currency Subfacility at such time and the aggregate Dollar Amount of the Total Japan Local
Currency Commitment at such time).

“Type”, when used in reference to any Revolving Credit Advance, has the meaning
specified in the definition of “Revolving Credit Advance”, when used in reference to a Japan
Local Currency Advance, refers to a Japan Base Rate Advance or a TONAR Advance, and when
used in reference to a Local Currency Advance, has the meaning specified in the definition of
“Local Currency Advance”, each of which shall be a “Type” of Advance.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under
the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct
Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undisclosed Administration” means the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory
authority or regulator with respect to a Bank under the Dutch Financial Supervision Act 2007 (as
amended from time to time and including any successor legislation).

“USA Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No.
107-56,115 Stat. 272 (2001), as amended.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)
a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time
to time under the Bail-In Legislation for the applicable EEA Member Country, which write-
down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with
respect to the United Kingdom, any powers of the applicable Resolution Authority under the
Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK
Financial Institution or any contract or instrument under which that liability arises, to convert all
or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised



25
under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.

SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting principles in the
United States consistent with those applied in the preparation of the financial statements referred
to in Section 4.01(e) and all references contained herein to generally accepted accounting
principles shall mean United States generally accepted accounting principles.

SECTION 1.04. Rates.

(a) The Agent does not warrant or accept responsibility for, and shall not have any
liability with respect to (i) the continuation of, administration of, submission of, calculation of or
any other matter related to the Base Rate, Adjusted Term SOFR, Term SOFR, the EURIBOR
Rate, any RFR, SOFR, SONIA, TONAR, any Benchmark, any component definition thereof or
rates referenced in the definition thereof or any alternative, successor or replacement rate thereto
(including any Benchmark Replacement), including whether the composition or characteristics of
any such alternative, successor or replacement rate (including any Benchmark Replacement) will
be similar to, or produce the same value or economic equivalence of, or have the same volume or
liquidity as, the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR Rate, any
RFR, SONIA, TONAR, or any other Benchmark prior to its discontinuance or unavailability, or
(ii) the effect, implementation or composition of any Benchmark Replacement Conforming
Changes or any other alternative, successor or replacement rate pursuant to the terms of this
Agreement. The Agent and its Affiliates may engage in transactions that affect the calculation of
the Base Rate, any Benchmark, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR Rate,
any RFR, SONIA, TONAR, any alternative, successor or replacement rate (including any
Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse
to the Borrowers. The Agent may select information sources or services in its reasonable
discretion to ascertain the Base Rate, Adjusted Term SOFR, Term SOFR, SOFR, the EURIBOR
Rate, any RFR, SONIA, TONAR, or any Benchmark, any component definition thereof or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and
shall have no liability to the Borrowers, any Bank or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),
for any error or calculation of any such rate (or component thereof) provided by any such
information source or service.

(b) The Borrowers may from time to time request Advances in Agreed Currencies
beyond those that are available as of the Closing Date (such other Agreed Currencies, “Future
Agreed Currencies”). Interest on extensions of credit denominated in such Future Agreed
Currencies may require interest rate determinations and calculations, including determinations of
credit spread adjustments, which are not included in this Agreement as of the Closing Date.
Notwithstanding the foregoing or anything to the contrary set forth herein, prior to any such
Future Agreed Currency becoming available hereunder, the Borrowers and the Banks extending
Loans in such Future Agreed Currencies shall amend this Agreement, on terms and conditions
acceptable to all of them, as needed in order to include such interest rate mechanics.

(c) Daily Simple SOFR is included herein solely as an alternative Benchmark when
Term SOFR is unavailable. So long as Term SOFR is available as a Benchmark, no Loan shall
be made hereunder that accrues interest at Daily Simple SOFR.


26
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 1.01. The Revolving Credit Advances; Allocation of Commitments.

(a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances in any Agreed Currency to Caterpillar and CFSC from time to
time on any Business Day during the period from the Closing Date until the Revolving Credit
Termination Date in a Dollar Amount not to exceed such Bank’s Available Revolving Credit
Commitment at such time; provided, however, that at no time shall the Dollar Amount of (i) the
outstanding Advances exceed the Total Commitment, (ii) the Revolving Credit Obligations
exceed the Total Revolving Credit Commitment, (iii) any Bank’s Revolving Credit Advances,
Local Currency Advances and Japan Local Currency Advances exceed such Bank’s
Commitment, (iv) all Revolving Credit Advances to Caterpillar exceed Caterpillar’s Allocation
at such time, (v) all Revolving Credit Advances to CFSC plus the Dollar Amount of all Local
Currency Advances and Japan Local Currency Advances exceed CFSC’s Allocation at such
time, (vi) any Bank’s Revolving Credit Advances to Caterpillar exceed such Bank’s Allocated
Commitment for Caterpillar at such time, or (vii) any Bank’s Revolving Credit Advances to
CFSC plus such Bank’s Local Currency Advances and Japan Local Currency Advances at such
time exceed such Bank’s Allocated Commitment for CFSC at such time. Each Revolving Credit
Borrowing shall be in an aggregate Dollar Amount not less than $10,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the
same Type and the same Agreed Currency made on the same day to the same Borrower by the
Banks ratably according to their respective Available Revolving Credit Commitments. Within
the limits of each Bank’s Allocated Commitment to a Borrower, such Borrower may from time
to time borrow, repay pursuant to Section 2.06 or prepay pursuant to Section 2.09, and reborrow
under this Section 2.01.

(b) The Borrowers will on the Closing Date and from time to time thereafter, but no
more often than weekly, and subject to the limitation set forth below, allocate or reallocate the
Total Commitment between Caterpillar and CFSC (each such Borrower’s allocated portion of the
Total Commitment at any time being such Borrower’s “Allocation”), in such a manner that (i)
the sum of the Allocations at any time shall equal the Total Commitment at such time, (ii) each
Bank’s Commitment allocable to Caterpillar and CFSC at any time (such Bank’s “Allocated
Commitment” with respect to such Borrower) shall be an amount equal to the product of such
Bank’s Commitment at such time multiplied by the Allocation Percentage for such Borrower at
such time, and (iii) CFSC’s Allocation at any time shall be in an amount equal to or greater than
the sum of the Total Local Currency Commitment and the Total Japan Local Currency
Commitment at such time. Each such allocation or re-allocation shall be made on notice, given
not later than 10:00 A.M. (New York City time) on the date of the proposed allocation or re-
allocation, by the Borrower Agent to the Agent, which shall give to each Bank prompt notice
thereof by facsimile or electronic mail. Each such notice of an allocation or reallocation of the
Total Commitment (a “Notice of Allocation”) shall be by facsimile or electronic mail, confirmed
immediately in writing, in substantially the form of Exhibit B-4 hereto, specifying therein the
requested (i) effective date of such allocation or re-allocation of the Total Commitment, and (ii)
Allocation for each Borrower. Each Borrower’s Allocation, and each Bank’s Allocated
Commitment with respect to such Borrower, shall remain in effect (i) from the Closing Date until
the first Notice of Allocation becomes effective, and (ii) thereafter, from the date that the most
recent Notice of Allocation became effective until the next subsequent Notice of Allocation
becomes effective.

(c) The Borrowers and the Agent shall furnish to the Local Currency Agent and the
Japan Local Currency Agent, promptly following the making, payment or prepayment of each
Revolving Credit Advance, and at any other time at the reasonable request of the Local Currency


27
Agent or the Japan Local Currency Agent, a statement setting forth the outstanding Revolving
Credit Advances.

SECTION 1.01. Making the Revolving Credit Advances.

(d) Each Revolving Credit Borrowing shall be made on notice, given not later than
11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing (in
the case of a Revolving Credit Borrowing comprised of Base Rate Advances), or not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing (in the case of a Revolving Credit Borrowing comprised of Term
SOFR Advances, EURIBOR Rate Advances or RFR Advances), by a Borrower to the Agent,
which shall give to each Bank prompt notice thereof by facsimile or electronic mail. Each such
notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by
facsimile or electronic mail, confirmed immediately in writing, in substantially the form of
Exhibit B-1 hereto, specifying therein the requested (i) Borrower, (ii) date of such Revolving
Credit Borrowing, (iii) Type of Revolving Credit Advances comprising such Revolving Credit
Borrowing, (iv) in the case of a proposed Borrowing of RFR Advances, the Agreed Currency of
such Advances, (v) aggregate amount of such Revolving Credit Borrowing, (vi) Interest Period
for the Revolving Credit Advances (to the extent constituting a Term SOFR Advance or
EURIBOR Rate Advance) and (vii) account to which the proceeds of such Revolving Credit
Borrowing shall be made available. In the case of each proposed Revolving Credit Borrowing,
the Agent shall promptly notify each Bank of such Bank’s ratable share of such Revolving Credit
Borrowing based upon the Available Revolving Credit Commitments of the Banks, and in the
case of a proposed Revolving Credit Borrowing comprised of Term SOFR Advances, EURIBOR
Rate Advances or RFR Advances, the Agent shall promptly notify each Bank of the applicable
interest rate under Section 2.07. Each Bank shall, before 1:00 p.m. (New York City time) on the
date of such Revolving Credit Borrowing, make available for the account of its Applicable
Lending Office to the Agent at the applicable Payment Office, in the Agreed Currency and in
same day funds, such Bank’s ratable portion of such Revolving Credit Borrowing. After the
Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Agent will promptly make such same day funds available to the account specified
by the applicable Borrower in the Notice of Revolving Credit Borrowing.

(e) Each Notice of a Revolving Credit Borrowing shall be irrevocable and binding on
the Borrower submitting such Notice. In the case of any Revolving Credit Borrowing which the
related Notice of Revolving Credit Borrowing specifies is to be comprised of Term SOFR
Advances, EURIBOR Rate Advances or RFR Advances, the requesting Borrower shall
indemnify each Bank against any loss, cost or expense incurred by such Bank as a direct result of
the failure of such Borrower, for any reason other than a default by such Bank, to borrow the
requested Revolving Credit Advances on the date specified in the Notice of Revolving Credit
Borrowing. Such indemnification shall include, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by
such Bank to fund the Advance to be made by such Bank as part of such Borrowing; provided,
however, that any indemnification for such losses, costs and expenses shall be limited to an
amount equal to (i) the principal amount of the Advance to be made by such Bank times (ii) the
number of days in the requested Interest Period (which is assumed to be one-month for purposes
of any RFR Advance), divided by (x) 360 in respect of Term SOFR Advances and EURIBOR
Rate Advances and (y) 365 or 366, as applicable, in respect of RFR Advances, times (iii) the
interest differential between the interest rate based on the applicable Term SOFR, the applicable
EURIBOR Rate or applicable RFR which would have applied to such Advance and the rate of
interest which would apply if such Borrower had requested on the date of the requested
Revolving Credit Borrowing a Revolving Credit Borrowing comprised of Advances of the same
Type and Agreed Currency for a period equal to the requested Interest Period (which is assumed
to be one-month for purposes of any RFR Advance). A certificate describing in reasonable detail


28
the amount of such losses, costs and expenses, submitted to such Borrower and the Agent by
such Bank, shall create a rebuttable presumption of such losses, costs or expenses.

(f) Unless the Agent shall have received notice from a Bank prior to the time of any
Revolving Credit Borrowing that such Bank will not make available to the Agent such Bank’s
ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Bank has
made such portion available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a corresponding amount. If
and to the extent that such Bank shall not have so made such ratable portion available to the
Agent, such Bank and such Borrower severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such
amount is made available to such Borrower until the date such amount is repaid to the Agent, at
(i) in the case of such Borrower, the interest rate applicable at the time to Revolving Credit
Advances comprising such Revolving Credit Borrowing and (ii) in the case of such Bank, the
Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, together
with interest thereon as required in the immediately preceding sentence, such amount so repaid
shall constitute such Bank’s Revolving Credit Advance as part of such Revolving Credit
Borrowing for purposes of this Agreement and such Bank shall be entitled to all rights in respect
of such Revolving Credit Advance, including the right to receive interest from the date funds in
connection therewith shall have been made available to such Borrower. If such Borrower shall
repay to the Agent such corresponding amount, such repayment shall not relieve such Bank from
its obligation to make its ratable portion of such Revolving Credit Borrowing available to such
Borrower. Nothing contained herein shall impair the right of such Borrower to the performance
by any Bank of such Bank’s obligations hereunder. Subject to Section 2.17, in the event that any
Bank shall at any time fail to make its ratable portion of any Revolving Credit Borrowing
available to the Agent for disbursement to such Borrower, the Agent shall make inquiry of such
Bank as to the circumstances giving rise to such failure and shall promptly advise such Borrower
of the response, if any, the Agent shall have received in connection with such inquiry; provided
that no failure or delay on the part of the Agent to make such inquiry shall relieve such Borrower
or such Bank of its obligation to repay any amount made available by the Agent to such
Borrower in anticipation of receiving such Bank’s portion of such Revolving Credit Borrowing.

(g) The failure of any Bank to make the Revolving Credit Advance to be made by it
as part of any Revolving Credit Borrowing shall not relieve any other Bank of its obligation, if
any, hereunder to make its Revolving Credit Advance on the date of such Revolving Credit
Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the
Revolving Credit Advance to be made by such other Bank on the date of any Revolving Credit
Borrowing. Nothing contained herein shall impair the rights and remedies of the Borrower
requesting any Revolving Credit Borrowing against any Bank under applicable law as a result of
such Bank’s failure to make the Revolving Credit Advance to be made by it as part of such
Revolving Credit Borrowing.

(h) Any Bank may make, carry or transfer Advances at, to or for the account of, any
of its branch offices or the office of an Affiliate at the Bank; provided, however, no Affiliate of
any Bank shall be deemed a party to this Agreement or shall have any rights, liability or
obligation under this Agreement unless such Bank and such Affiliate shall have executed and
delivered, and the Agent shall have accepted, an Assignment and Acceptance in accordance with
Section 8.07, and then such Affiliate shall have rights and obligations hereunder only to the
extent contemplated therein.

(i) Each Bank shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrowers to such Bank resulting from each
Advance made by such Bank from time to time, including the amounts of principal and interest


29
payable and paid to such Bank from time to time hereunder. The Agent shall also maintain
accounts in which it will record (a) the amount of each Advance made hereunder, the Type
thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest
due and payable or to become due and payable from the applicable Borrower to each Bank
hereunder and (c) the amount of any sum received by the Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, hereunder from the applicable Borrower and each
Bank’s share thereof. Entries recorded pursuant to the foregoing shall be prima facie evidence of
the existence and amounts of the Borrowers’ obligations; provided, however, that the failure of
the Agent or any Bank to maintain such accounts or any error therein shall not in any manner
affect the obligation of the applicable Borrower to repay its obligations hereunder in accordance
with their terms. Any Bank may request that its Revolving Credit Advances be evidenced by a
promissory note in substantially the form of Exhibit A (a “Note”). In such event, the applicable
Borrower shall prepare, execute and deliver to such Bank such Note payable to the order of such
Bank. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times
(prior to any assignment pursuant to Section 8.07) be represented by one or more Notes payable
to the order of the payee named therein, except to the extent that any such Bank subsequently
returns any such Note for cancellation and requests that such Advances once again be evidenced
as described above.

SECTION 1.02. [Reserved].

SECTION 2.03A. Terms of Local Currency Facility.

(j) The Local Currency Addendum sets forth (i) the maximum amount (expressed in
Dollar Amount) available to be borrowed from all Local Currency Banks under the Local
Currency Addendum (the “Total Local Currency Commitment”), which shall not exceed
$1,000,000,000, (ii) with respect to each Local Currency Bank, the maximum amount (expressed
in Dollar Amount) available to be borrowed from such Local Currency Bank thereunder (such
Bank’s “Local Currency Commitment”), and (iii) with respect to each Local Currency Bank, the
maximum amount (expressed in Dollar Amount) available to be borrowed from such Local
Currency Bank under the Same Day Local Currency Subfacility (such Bank’s “Same Day Local
Currency Commitment”). In no event shall a Local Currency Bank’s Local Currency
Commitment (or, if such Local Currency Bank is also a Japan Local Currency Bank, the sum of
its Local Currency Commitment and its Japan Local Currency Commitment) at any time exceed
such Bank’s Commitment. No Same Day Local Currency Advance shall be made in an Agreed
Currency other than Pounds Sterling or Euro without the prior written approval of all of the
Local Currency Banks and the Local Currency Agent.

(k) No Local Currency Advance may be made if the Dollar Amount of (i) outstanding
Local Currency Advances would exceed the Total Local Currency Commitment, (ii) any Local
Currency Bank’s Local Currency Advances would exceed its Local Currency Commitment, (iii)
the outstanding Advances would exceed the Total Commitment, (iv) the Revolving Credit
Obligations would exceed the Total Revolving Credit Commitment, (v) any Bank’s Revolving
Credit Advances, Local Currency Advances and Japan Local Currency Advances would exceed
such Bank’s Commitment, (vi) all Revolving Credit Advances to CFSC plus the Dollar Amount
of all Local Currency Advances and Japan Local Currency Advances would exceed CFSC’s
Allocation at such time, (vii) any Bank’s Revolving Credit Advances to CFSC plus such Bank’s
Local Currency Advances and Japan Local Currency Advances at such time would exceed such
Bank’s Allocated Commitment for CFSC at such time, or (viii) the outstanding Same Day Local
Currency Advances would exceed the Dollar Amount of the Same Day Local Currency
Subfacility.

(l) CIF and the Local Currency Agent shall furnish to the Agent, promptly following
the making, payment or prepayment of each Local Currency Advance, and at any other time at


30
the reasonable request of the Agent, a statement setting forth the outstanding Local Currency
Advances made under the Local Currency Addendum, which statement shall also indicate the
amount of the Local Currency Advances that are Same Day Local Currency Advances.

(m) CIF and the Local Currency Agent shall furnish to the Agent copies of any
amendment, supplement or other modification to the terms of any Local Currency Addendum
promptly after the effectiveness thereof.

(n) CFSC and CIF may terminate the Local Currency Addendum in their sole
discretion if there are not any Advances outstanding thereunder, by written notice to the Agent,
the Local Currency Agent and the Local Currency Banks, which notice shall be executed by
CFSC, CIF and, if such consent is required, each Local Currency Bank.

SECTION 2.03B. Making the Local Currency Advances.

(d) Each Local Currency Borrowing shall be made on a Business Day upon notice
given by CIF to the Agent and the Local Currency Agent, such notice to be given at the time
specified in the Local Currency Addendum. Each Local Currency Borrowing shall be in an
aggregate Dollar Amount not less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof and shall consist of Local Currency Advances of the same Local Currency made
on the same day to CIF by the Local Currency Banks ratably according to their respective Local
Currency Commitments. The Agent (or in the case of a Same Day Local Currency Advance, the
Local Currency Agent) shall give each Local Currency Bank prompt notice thereof by facsimile
or electronic mail. Each such notice of a Local Currency Borrowing (a “Notice of Local
Currency Borrowing”) shall be by facsimile or electronic mail, confirmed immediately in
writing, in substantially the form of Exhibit B-2 hereto, specifying therein the requested (i) date
of such Borrowing, (ii) Local Currency of such Borrowing, (iii) Interest Period for such
Borrowing (where applicable) and (iv) aggregate amount of such Borrowing.

(o) Subject to any alternative procedures set forth in the Local Currency Addendum,
each Local Currency Bank, for the account of its Applicable Lending Office, shall make such
Local Currency Bank’s ratable portion of such Local Currency Borrowing on the proposed date
thereof by wire transfer of immediately available funds to the Agent (or in the case of a Same
Day Local Currency Advance, the Local Currency Agent) by the time specified in the Local
Currency Addendum or Notice of Local Currency Borrowing, and the Agent (or in the case of a
Same Day Local Currency Advance, the Local Currency Agent) shall make such funds available
to CIF at the applicable Payment Office.

(a) Each Notice of Local Currency Borrowing shall be irrevocable and binding on
CFSC and CIF. CFSC and CIF, jointly and severally, shall indemnify each Local Currency Bank
against any loss, cost or expense reasonably incurred by such Local Currency Bank as a result of
any failure to fulfill on or before the date specified in such Notice of Local Currency Borrowing
for such Local Currency Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Local Currency Bank to fund the
Local Currency Advance to be made by such Local Currency Bank as part of such Local
Currency Borrowing when such Local Currency Advance, as a result of such failure, is not made
on such date.

(b) Unless the Agent (or, in the case of a Same Day Local Currency Advance, the
Local Currency Agent) shall have received notice from a Local Currency Bank prior to the time
of any Local Currency Borrowing that such Local Currency Bank will not make available to the
Agent or the Local Currency Agent, as applicable, such Local Currency Bank’s ratable portion of
such Local Currency Borrowing, the Agent or the Local Currency Agent, as applicable, may


31
assume that such Local Currency Bank has made such portion available to it on the date of such
Local Currency Borrowing in accordance with subsection (b) of this Section 2.03B and it may, in
reliance upon such assumption, make (but shall not be required to make) available to CIF on
such date a corresponding amount. If and to the extent that such Local Currency Bank shall not
have so made such ratable portion available to the Agent (or, in the case of a Same Day Local
Currency Advance, the Local Currency Agent), such Local Currency Bank and CIF severally
agree to repay to the Agent (or, in the case of a Same Day Local Currency Advance, the Local
Currency Agent) forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to CIF until the date such amount is
repaid to the Agent (or, in the case of a Same Day Local Currency Advance, the Local Currency
Agent) at (i) in the case of CIF, the interest rate applicable at the time to Local Currency
Advances comprising such Local Currency Borrowing and (ii) in the case of such Local
Currency Bank, the Federal Funds Rate or the Agent’s (or, in the case of a Same Day Local
Currency Advance, the Local Currency Agent’s) overdraft cost, if higher. If such Local
Currency Bank shall repay to the Agent (or, in the case of a Same Day Local Currency Advance,
the Local Currency Agent) such corresponding amount, such amount so repaid shall constitute
such Local Currency Bank’s Local Currency Advance as part of such Local Currency Borrowing
for purposes of this Agreement.

(c) The failure of any Local Currency Bank to make the Local Currency Advance to
be made by it as part of any Local Currency Borrowing shall not relieve any other Local
Currency Bank of its obligation hereunder to make its Local Currency Advance on the date of
such Local Currency Borrowing, but no Local Currency Bank shall be responsible for the failure
of any other Local Currency Bank to make the Local Currency Advance to be made by such
other Local Currency Bank on the date of any Local Currency Borrowing.

SECTION 2.03C. Terms of Japan Local Currency Facility.

(p) The Japan Local Currency Addendum sets forth (i) the maximum amount
(expressed in Dollar Amount) available to be borrowed from all Japan Local Currency Banks
under the Japan Local Currency Addendum (the “Total Japan Local Currency Commitment”),
which shall not exceed $75,000,000 and (ii) with respect to each Japan Local Currency Bank, the
maximum amount (expressed in Dollar Amount) available to be borrowed from such Japan Local
Currency Bank thereunder (such Bank’s “Japan Local Currency Commitment”). In no event
shall a Japan Local Currency Bank’s Japan Local Currency Commitment (or, if such Japan Local
Currency Bank is also a Local Currency Bank, the sum of its Japan Local Currency Commitment
and its Local Currency Commitment) at any time exceed such Bank’s Commitment.

(a) No Japan Local Currency Advance may be made if the Dollar Amount of (i)
outstanding Japan Local Currency Advances would exceed the Total Japan Local Currency
Commitment, (ii) any Japan Local Currency Bank’s Japan Local Currency Advances would
exceed its Japan Local Currency Commitment, (iii) the outstanding Advances would exceed the
Total Commitment, (iv) the Revolving Credit Obligations would exceed the Total Revolving
Credit Commitment, (v) any Bank’s Revolving Credit Advances, Local Currency Advances and
Japan Local Currency Advances would exceed such Bank’s Commitment, (vi) all Revolving
Credit Advances to CFSC plus the Dollar Amount of all Local Currency Advances and Japan
Local Currency Advances would exceed CFSC’s Allocation at such time, or (vii) any Bank’s
Revolving Credit Advances to CFSC plus such Bank’s Local Currency Advances and Japan
Local Currency Advances at such time would exceed such Bank’s Allocated Commitment for
CFSC at such time.

(b) CFKK and the Japan Local Currency Agent shall furnish to the Agent, promptly
following the making, payment or prepayment of each Japan Local Currency Advance, and at



32
any other time at the reasonable request of the Agent, a statement setting forth the outstanding
Japan Local Currency Advances made under the Japan Local Currency Addendum.

(c) CFKK and the Japan Local Currency Agent shall furnish to the Agent copies of
any amendment, supplement or other modification to the terms of the Japan Local Currency
Addendum promptly after the effectiveness thereof.

(d) CFSC and CFKK may terminate the Japan Local Currency Addendum in their
sole discretion if there are not any Advances outstanding thereunder, by written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, which notice shall
be executed by CFSC, CFKK and, if such consent is required, each Japan Local Currency Bank.

SECTION 2.03D. Making the Japan Local Currency Advances.

(q) Each Japan Local Currency Borrowing shall be made on a Business Day upon
notice given by CFKK to the Japan Local Currency Agent, with a copy to the Agent, such notice
to be given at the time specified in the Japan Local Currency Addendum. Each Japan Local
Currency Borrowing shall be in an aggregate Dollar Amount not less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and shall consist of Japan Local Currency
Advances of the same Type made on the same day to CFKK by the Japan Local Currency Banks
ratably according to their respective Japan Local Currency Commitments. The Japan Local
Currency Agent shall give each Japan Local Currency Bank prompt notice thereof by facsimile
or electronic mail. Each such notice of a Japan Local Currency Borrowing (a “Notice of Japan
Local Currency Borrowing”) shall be by facsimile or electronic mail, confirmed immediately in
writing, in substantially the form of Exhibit B-3 hereto, specifying therein the requested (i) date
of such Borrowing, (ii) Type of Japan Local Currency Advances comprising such Japan Local
Currency Borrowing, (iii) Interest Period for such Borrowing and (iv) aggregate amount of such
Borrowing.

(d) Subject to any alternative procedures set forth in the Japan Local Currency
Addendum, each Japan Local Currency Bank, for the account of its Applicable Lending Office,
shall make such Japan Local Currency Bank’s ratable portion of such Japan Local Currency
Borrowing on the proposed date thereof by wire transfer of immediately available funds to the
Japan Local Currency Agent by the time specified in the Japan Local Currency Addendum or
Notice of Japan Local Currency Borrowing, and the Japan Local Currency Agent shall make
such funds available to CFKK at the applicable Payment Office.
(r) Each Notice of Japan Local Currency Borrowing shall be irrevocable and binding
on CFSC and CFKK. CFSC and CFKK, jointly and severally, shall indemnify each Japan Local
Currency Bank against any loss, cost or expense reasonably incurred by such Japan Local
Currency Bank as a result of any failure to fulfill on or before the date specified in such Notice of
Japan Local Currency Borrowing for such Japan Local Currency Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired by such Japan
Local Currency Bank to fund the Japan Local Currency Advance to be made by such Japan
Local Currency Bank as part of such Japan Local Currency Borrowing when such Japan Local
Currency Advance, as a result of such failure, is not made on such date.

(s) Unless the Japan Local Currency Agent shall have received notice from a Japan
Local Currency Bank prior to the date of any Japan Local Currency Borrowing that such Japan
Local Currency Bank will not make available to the Japan Local Currency Agent such Japan
Local Currency Bank’s ratable portion of such Japan Local Currency Borrowing, the Japan Local
Currency Agent may assume that such Japan Local Currency Bank has made such portion
available to it on the date of such Japan Local Currency Borrowing in accordance with


33
subsection (b) of this Section 2.03D and it may, in reliance upon such assumption, make (but
shall not be required to make) available to CFKK on such date a corresponding amount. If and
to the extent that such Japan Local Currency Bank shall not have so made such ratable portion
available to the Japan Local Currency Agent, such Japan Local Currency Bank and CFKK
severally agree to repay to the Japan Local Currency Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is
made available to CFKK until the date such amount is repaid to the Japan Local Currency Agent
at (i) in the case of CFKK, the interest rate applicable at the time to Japan Local Currency
Advances comprising such Japan Local Currency Borrowing and (ii) in the case of such Japan
Local Currency Bank, the Federal Funds Rate or the Japan Local Currency Agent’s overdraft
cost, if higher. If such Japan Local Currency Bank shall repay to the Japan Local Currency
Agent such corresponding amount, such amount so repaid shall constitute such Japan Local
Currency Bank’s Japan Local Currency Advance as part of such Japan Local Currency
Borrowing for purposes of this Agreement.

(t) The failure of any Japan Local Currency Bank to make the Japan Local Currency
Advance to be made by it as part of any Japan Local Currency Borrowing shall not relieve any
other Japan Local Currency Bank of its obligation hereunder to make its Japan Local Currency
Advance on the date of such Japan Local Currency Borrowing, but no Japan Local Currency
Bank shall be responsible for the failure of any other Japan Local Currency Bank to make the
Japan Local Currency Advance to be made by such other Japan Local Currency Bank on the date
of any Japan Local Currency Borrowing.

SECTION 1.01. Fees.

(u) Each of Caterpillar and CFSC shall pay to the Agent, for the account of each
Bank, a fee (each a “Commitment Fee” and collectively, the “Commitment Fees”) calculated on
a daily basis by multiplying the Commitment Fee Rate in effect on each day by the amount of
such Bank’s unused Allocated Commitment for such Borrower as in effect on such day. The
Commitment Fee shall be payable quarterly in arrears, commencing on January 3, 2023 (for the
period commencing on the Closing Date and ending on December 31, 2022, inclusive), on the
first Business Day of each calendar quarter thereafter for the period of the immediately preceding
calendar quarter, and on the Facility Termination Date for the period since the last payment of
Commitment Fees. The “Commitment Fee Rate,” as of any date of determination, shall at all
times be determined in accordance with the table set forth on Schedule II hereto, such rate to
change for any Borrower when and as any Credit Rating of such Borrower changes (and subject
to the split rating rules set forth in the definition of Applicable Margin). The Commitment Fees
allocable to each of Caterpillar and CFSC shall be the several obligation of each.

(v) The Borrowers shall pay (i) to the Agent, solely for its own account, the fees
specified in the Administrative Agent Fee Letter, dated July 20, 2022, among the Borrowers,
Citibank and the Agent, (ii) to the Agent, for the ratable account of each Bank, or to certain of
the Arrangers, for their own separate accounts, as applicable, the fees specified in the Joint Fee
Letter, in each case on the dates specified therein, and (iii) to the Agent, for the benefit of certain
of the Arrangers, for their own separate accounts, as applicable, the fees specified in the
Arranger Fee Letter, in each case on the date specified therein. No Person other than the Agent,
Citibank, Bank of America, JPMorgan and the Arrangers, as applicable, shall have any interest in
such fees.

SECTION 1.03. Reduction of the Commitments; Bank Additions.

(w) Subject to Section 2.17(c), the Borrowers shall have the right, upon at least three
(3) Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused
portions of the respective Commitments and Allocated Commitments of the Banks; provided that


34
the aggregate amount of the Allocated Commitments of the Banks to (i) Caterpillar shall not be
reduced to an amount which is less than the aggregate principal Dollar Amount of the Advances
to Caterpillar then outstanding and (ii) CFSC shall not be reduced to an amount which is less
than the sum of the aggregate principal Dollar Amount of the Advances to CFSC and the Local
Currency Advances and Japan Local Currency Advances then outstanding, and provided, further,
that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple
thereof. Any such reduction of each Bank’s Commitment will be an automatic reduction of such
Bank’s Revolving Credit Commitment in an identical amount.

(x) Notwithstanding the foregoing, upon the acquisition of one Bank by another
Bank, or the merger, consolidation or other combination of any two or more Banks (any such
acquisition, merger, consolidation or other combination being referred to hereinafter as a
“Combination” and each Bank which is a party to such Combination being hereinafter referred to
as a “Combined Bank”), the Borrowers may notify the Agent that they desire to reduce the
Commitment of the Bank surviving such Combination (the “Surviving Bank”) to an amount
equal to the Commitment of that Combined Bank which had the largest Commitment of each of
the Combined Banks party to such Combination (such largest Commitment being the “Surviving
Commitment” and the Commitments of the other Combined Banks being hereinafter referred to,
collectively, as the “Retired Commitments”). If the Majority Banks (determined as set forth
below) and the Agent agree to such reduction in the Surviving Bank’s Commitment, then (i) the
aggregate amount of the Commitments shall be reduced by the Retired Commitments effective
upon the effective date of the Combination, provided, that, on or before such date the Borrowers
have paid in full the outstanding principal amount of the Advances of each of the Combined
Banks other than the Combined Bank whose Commitment is the Surviving Commitment, (ii)
from and after the effective date of such reduction, the Surviving Bank shall have no obligation
with respect to the Retired Commitments, and (iii) the Borrowers shall notify the Agent whether
they wish such reduction to be a permanent reduction or a temporary reduction. If such
reduction is to be a temporary reduction, then the Borrowers shall be responsible for finding one
or more financial institutions (each, a “Replacement Bank”), acceptable to the Agent (such
acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a
Bank hereunder with aggregate Commitments up to the amount of the Retired Commitments.
The Agent may require the Replacement Banks to execute such documents, instruments or
agreements as the Agent deems necessary or desirable to evidence such Replacement Banks’
agreement to become parties hereunder. For purposes of this Section 2.05(b), Majority Banks
shall be determined as if the reduction in the aggregate amount of the Commitments requested by
the Borrowers had occurred (i.e., the Combined Banks shall be deemed to have a single
Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments
shall be deemed to have been reduced by the Retired Commitments).

(y) The Borrowers shall have the right prior to the Revolving Credit Termination
Date, upon at least five (5) Business Days’ notice to the Agent, to add one or more bank or banks
as new Banks hereunder, or to increase the Commitment of any existing Bank with such existing
Bank’s prior written consent, pursuant to the terms hereof (any such addition of a new Bank or
increase in the Commitment of an existing Bank upon the request of the Borrowers pursuant to
this Section 2.05(c) being referred to as a “Bank Addition”); provided that (i) such proposed
Bank, in the case of a bank not already a Bank hereunder, is acceptable to the Agent (the
acceptance of the Agent not to be unreasonably withheld or delayed); (ii) after giving effect to
the proposed Bank Addition, no Bank’s Commitment would exceed 20% of the Total
Commitment; and (iii) after giving effect to the proposed Bank Addition, the Total Commitment
would not exceed 130% of the Total Commitment on (A) the Closing Date, if such Bank
Addition is to occur prior to any Extension Request having been made pursuant to Section
2.16(a) and (B) the date of the most recent Extension Request, if such Bank Addition is to occur
after any Extension Request has been made. Each notice of a proposed Bank Addition (a
“Notice of Bank Addition”) shall be by facsimile or electronic mail, confirmed immediately in


35
writing, in substantially the form of Exhibit B-5 hereto, specifying therein (i) the name and
address of the proposed Added Bank, (ii) the date on which the Borrowers wish such Bank
Addition to become effective, and (iii) the amount of the Commitment such Added Bank would
have hereunder after giving effect to such Bank Addition. If the conditions set forth in the
proviso contained in the first sentence of this Section 2.05(c) have been satisfied, the Agent shall
forward to such Added Bank and the Borrowers for execution by such Added Bank and the
Borrowers an Assumption and Acceptance. The Added Bank shall, upon such execution, return
the executed Assumption and Acceptance to the Agent, for the Agent’s acceptance thereof,
together with a processing and recordation fee of $3,500.

Upon such execution, delivery and acceptance, from and after the effective date specified
in each Assumption and Acceptance, the Added Bank shall, in addition to the rights and
obligations hereunder held by it immediately prior to such effective date (if any), have the rights
and obligations hereunder that have been assumed by it pursuant to such Assumption and
Acceptance and, in the case of a bank not previously a Bank hereunder, shall become a Bank
hereunder.

By executing and delivering an Assumption and Acceptance, each Added Bank confirms
to and agrees with each party hereto as follows: (i) neither the Agent nor any Bank makes any
representation or warranty, nor assumes any responsibility with respect to, any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (ii) neither the Agent nor any Bank
makes any representation or warranty, nor assumes any responsibility with respect to, the
financial condition of any Borrower or the performance or observance by any Borrower of any of
its obligations under this Agreement or any other instrument or document furnished pursuant
hereto.

The Agent shall maintain at its address referred to in Section 8.02 a copy of each
Assumption and Acceptance delivered to and accepted by it. Such copies shall be available for
inspection by the Borrowers or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

Upon its receipt of an Assumption and Acceptance executed by an Added Bank and the
Borrowers, the Agent shall, if such Assumption and Acceptance has been completed and is in
substantially the form of Exhibit C-2 hereto, (i) accept such Assumption and Acceptance, and (ii)
give prompt notice thereof to the Borrowers. Within five (5) Business Days after receipt of such
notice, if requested by an Added Bank, each Borrower, at its own expense, shall execute and
deliver to the Agent a new Note or Notes to the order of such Added Bank. Such new Note or
Notes shall be dated the effective date of such Assumption and Acceptance and shall otherwise
be in substantially the form of Exhibit A hereto.

(z) If there are any Revolving Credit Advances outstanding on the effective date of
any Assumption and Acceptance, the Added Bank shall purchase from the other Banks such
participations in such Revolving Credit Advances as shall be necessary to cause such Added
Bank to share ratably (based on the proportion that such Added Bank’s Revolving Credit
Commitment bears to the Total Revolving Credit Commitment after giving effect to the Bank
Addition) in each such Revolving Credit Advance. To purchase such participations, the Added
Bank shall before 12:00 noon (New York City time) on the effective date of its Assumption and
Acceptance, make available for the account of its Applicable Lending Office to the Agent at its
address referred to in Section 8.02, in the applicable Agreed Currency and in same day funds,
such Added Bank’s ratable portion (based on the proportion that such Added Bank’s Revolving
Credit Commitment (or the increase in such Added Bank’s Revolving Credit Commitment, in the
case of an Added Bank which is an existing Bank hereunder) bears to the Total Revolving Credit


36
Commitment after giving effect to the Bank Addition) of each Revolving Credit Borrowing then
outstanding, together with an amount equal to such ratable portion of the interest which has
accrued to such date and remains unpaid on such Revolving Credit Borrowing. After the Agent’s
receipt of such funds, the Agent will promptly make such same day funds available to the
account of each Bank in an amount to such Bank’s ratable portion of such payment by the Added
Bank. In addition, if such Added Bank acquires a Local Currency Commitment or a Japan Local
Currency Commitment, automatically upon and simultaneously with becoming an Added Bank,
such Added Bank shall have acquired a ratable risk participation in all then outstanding Local
Currency Advances or Japan Local Currency Advances, as applicable, with such ratable risk
participation based on such Added Bank’s Local Currency Commitment or Japan Local
Currency Commitment as a fraction of the aggregate of all Local Currency Commitments or
Japan Local Currency Commitments, as applicable.

SECTION 1.02. Repayment of Advances. Each Borrower shall repay the principal
amount (or the portion thereof remaining after giving effect to any earlier partial prepayments
thereof) of each Advance made to such Borrower by each Bank on the last day of the Interest
Period for such Advance. RFR Advances shall be repaid on the RFR Interest Payment Date
therefor.

SECTION 1.03. Interest on Advances. Each Borrower shall pay interest on the
unpaid principal amount of each Advance made to such Borrower by each Bank from the date of
such Advance until such principal amount shall be paid in full, at the following rates per annum:

(aa) Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the Base Rate in
effect from time to time plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period (or, with respect to any portion thereof that shall be prepaid
pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the
date of such prepayment); or if such Advance is a Japan Base Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the Japan Base Rate
in effect from time to time plus the Applicable Margin in effect from time to time, payable on the
last day of such Interest Period (or with respect to any portion thereof that shall be prepaid
pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement or the
Japan Local Currency Addendum, on the date of such prepayment).

(ab) Term SOFR Advances and EURIBOR Rate Advances. If such Advance is a
Term SOFR Advance or a EURIBOR Rate Advance, a rate per annum equal at all times during
the Interest Period for such Advance to the sum of Adjusted Term SOFR or EURIBOR Rate, as
applicable, for such Advance for such Interest Period plus the Applicable Margin in effect from
time to time, payable on the last day of such Interest Period (or, with respect to any portion
thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms
of this Agreement, on the date of such prepayment) and, if such Interest Period has a duration of
more than three months, on the day which occurs during such Interest Period three months from
the first day of such Interest Period.

(ac) RFR Advances. If such Advance is an RFR Advance, a rate per annum equal at
all times while such Advance is outstanding to the sum of the Daily Simple RFR in effect from
time to time for such RFR Advance plus the Applicable Margin in effect from time to time,
payable on each RFR Interest Payment Date while such RFR Advance is outstanding (or, with
respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in
accordance with the terms of this Agreement, on the date of such prepayment).

(ad) Post-Default Interest. Upon the occurrence, and during the continuance, of any
Event of Default, the unpaid principal amount of each Advance shall bear interest at a rate per


37
annum equal at all times to 2% per annum above the rate per annum otherwise required to be
paid on such Advance in accordance with subsection (a), (b) or (c) above; provided that any
amount of principal which is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is due until such amount is
paid in full, payable on demand, at a rate per annum equal at all times to the greater of (x) 2% per
annum above the Base Rate in effect from time to time and (y) 2% per annum above the rate per
annum required to be paid on such Advance immediately prior to the date on which such amount
became due.

SECTION 1.04. Interest Rate Determination. The Agent shall give prompt notice
to the Borrowers and the Banks (or the Local Currency Banks or Japan Local Currency Banks, as
applicable) of the applicable interest rate determined by the Agent for purposes of Section
2.07(a), (b) or (d) (or by each Japan Local Currency Bank for the purpose of determining the
applicable interest rate under Section 2.07(c) and (d), if applicable). With respect to RFR
Advances under Section 2.07(c), the Agent, in the applicable notice, shall provide the Borrowers
and the Banks (or the Local Currency Banks or Japan Local Currency Banks, as applicable) with
the amount of interest accrued and due and payable on the applicable RFR Interest Payment Date
for such RFR Advance.

SECTION 1.05. Prepayments of Advances.

(ae) Any Borrower may, upon at least three (3) Business Days’ prior notice to the
Agent, stating (i) the proposed date and aggregate principal amount of the prepayment and (ii)
the Advances (which shall be part of the same Borrowing) to which such prepayment is to be
applied, and if such notice is given such Borrower shall, prepay the outstanding principal
amounts of the Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate principal Dollar
Amount of not less than $10,000,000 and in an integral Dollar Amount multiple of $1,000,000 in
excess thereof and (y) in the case of any such prepayment of a Term SOFR Advance or a
EURIBOR Rate Advance or an RFR Advance, such Borrower shall be obligated to reimburse the
applicable Banks in respect thereof pursuant to Section 8.04(b).

(af) If on any date that the Dollar Amount of (i) EURIBOR Rate Advances or RFR
Advances outstanding in an Agreed Currency, (ii) Local Currency Advances or (iii) Japan Local
Currency Advances, is determined pursuant to Section 2.15 (each such date, a “Computation
Date”), it is determined that as a result of currency fluctuations with respect to the Advances to
which such Computation Date applies, the aggregate Dollar Amount of (x) all outstanding
Advances exceeds the Total Commitment, or (y) all outstanding Revolving Credit Obligations
exceeds the Total Revolving Credit Commitment, the Borrowers shall on such date prepay
(without premium or penalty other than any payment required pursuant to Section 8.04(b)) an
aggregate principal amount of Revolving Credit Advances ratably to the Banks in an amount
equal to or, at the option of the Borrowers, greater than such excess, with accrued interest to the
date of such prepayment on the principal amount prepaid. For purposes of the determination
referred to in the previous sentence, if a Disqualifying Event of the type described in clause (ii)
of the definition of “Eligible Currency” exists, then such determination shall be made in
consultation with the Co-Syndication Agents using any method they deem reasonably
appropriate, and such determination shall be conclusive. The Borrowers may determine which
Borrowing such prepayment shall be allocated to, and any such prepayment of EURIBOR Rate
Advances or RFR Advances shall be subject to the provisions of Section 8.04(b).

SECTION 1.10. Increased Costs; Capital Adequacy; Illegality.




38
(ag) If, due to either (i) the introduction of or any change (other than any change by
way of imposition or increase of reserve requirements, in the case of EURIBOR Rate Advances,
to the extent already included in the EURIBOR Rate Reserve Percentage) in or in the
interpretation of any law or regulation or (ii) the compliance with any guideline or request from
any central bank or other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to any Bank of agreeing to make or making, funding or
maintaining Term SOFR Advances, EURIBOR Rate Advances or RFR Advances, then the
applicable Borrower shall from time to time, upon written demand by such Bank (with a copy of
such demand to the Agent), pay to the Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost; provided, that (x) such Bank shall
have certified in writing to the applicable Borrower that it is generally seeking, or intends to
generally seek, comparable compensation from similarly situated borrowers under similar credit
facilities (to the extent such Bank has the right under such similar credit facilities to do so) with
respect to such change regarding such increased cost and (y) such additional amounts shall not be
duplicative of any amounts to the extent otherwise paid by the applicable Borrower under any
other provision of this Agreement (including, without limitation, any reserve requirements
included in determining the EURIBOR Rate). A certificate describing in reasonable detail the
amount of such increased cost, submitted to the Borrowers and the Agent by such Bank, shall
create a rebuttable presumption of such increased cost. If any such increase in cost is attributable
to specific Advances made to a particular Borrower, compensation for such increased cost shall
be paid by such Borrower (or if such Borrower is CIF or CFKK, by CFSC). In all other cases,
compensation for such increased cost shall be paid by Caterpillar.

(ah) If any Bank determines that compliance with any law or regulation or any
guideline or request from any central bank or other Governmental Authority (whether or not
having the force of law) affects or would affect the amount of capital or liquidity required or
expected to be maintained by such Bank or by any Person controlling such Bank and that the
amount of such capital or liquidity requirement is increased by or based upon the existence of
such Bank’s Advances or commitment to lend hereunder, then, upon written demand by such
Bank (with a copy of such demand to the Agent), the applicable Borrower shall immediately pay
to the Agent for the account of such Bank, from time to time as specified by such Bank,
additional amounts sufficient to compensate such Bank (or, if applicable, such Person controlling
such Bank) in the light of such circumstances, to the extent that such Bank reasonably
determines such increase in capital or liquidity requirement to be allocable to the existence of
such Bank’s commitment to lend hereunder; provided, that (x) such Bank shall have certified in
writing to the applicable Borrower that it is generally seeking, or intends to generally seek,
comparable compensation from similarly situated borrowers under similar credit facilities (to the
extent such Bank has the right under such similar credit facilities to do so) with respect to such
change regarding such increased cost and (y) such additional amounts shall not be duplicative of
any amounts to the extent otherwise paid by the applicable Borrower under any other provision
of this Agreement (including, without limitation, any reserve requirements included in
determining the EURIBOR Rate). A certificate describing in reasonable detail such amounts
submitted to the applicable Borrower by such Bank shall create a rebuttable presumption of such
amounts. If any such increase in capital or liquidity requirement is attributable to specific
Advances made to a particular Borrower or to the Allocated Commitments to a particular
Borrower or Borrowers, compensation for such increase in capital or liquidity requirement shall
be paid by such Borrower (or if such Borrower is CIF or CFKK, by CFSC). In all other cases,
compensation for such increased capital or liquidity requirement shall be paid by Caterpillar.

(ai) If any Bank shall notify the Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful, for such Bank or its Euro Lending Office or
RFR Lending Office to perform its obligations hereunder to make Local Currency Advances,
RFR Advances, EURIBOR Rate Advances or Term SOFR Advances or to fund or maintain


39
Local Currency Advances, RFR Advances, Term SOFR Advances or EURIBOR Rate Advances
hereunder, (i) all Local Currency Advances, RFR Advances, EURIBOR Rate Advances and
Term SOFR Advances of such Bank to any Borrower then outstanding shall be Redenominated
into Dollars and begin bearing interest at the Base Rate (or in the case of RFR Advances
denominated in Japanese Yen, be maintained in Japanese Yen but begin bearing interest at the
Japan Base Rate) for the Interest Period selected by such Borrower in accordance with the
procedures of Section 2.02(a) or Section 2.03(a), notwithstanding any prior election by such
Borrower to the contrary, either (x) one Business Day after such notice, or (y) if such Bank may
lawfully continue to maintain and fund such Advances at the applicable EURIBOR Rate or Term
SOFR to a later day during such Interest Period, on such later day (in which case such Borrower
shall in addition reimburse such Bank for any resulting losses as provided in Section 8.04(b)) and
(ii) the obligation of such Bank to make Local Currency Advances, RFR Advances, EURIBOR
Rate Advances or Term SOFR Advances, as applicable, shall be suspended until such Bank shall
notify the Agent that the circumstances causing such suspension no longer exist, and until such
notification has been given (i) in the case of Local Currency Advances, RFR Advances,
EURIBOR Rate Advances or Term SOFR Advances, such Bank shall fund its Local Currency
Advance made in connection with each Local Currency Borrowing and Revolving Credit
Advance made in connection with each Revolving Credit Borrowing comprised of EURIBOR
Rate Advances, Term SOFR Advances or RFR Advances as a Base Rate Advance, and (ii) in the
case of a Japan Local Currency Advance, the Japan Local Currency Banks shall fund each Japan
Local Currency Borrowing with Japan Base Rate Advances.

(aj) If the Majority Banks (or the Majority Local Currency Banks, as applicable) shall,
at least one (1) Business Day before the requested date of, or the proposed Conversion,
Redenomination or continuation of the Advances comprising all or part of, any requested
Revolving Credit Borrowing or Local Currency Borrowing (or on the date of such Local
Currency Borrowing, in the case of a Same Day Local Currency Borrowing), notify the Agent
that Term SOFR for Term SOFR Advances, the EURIBOR Rate for EURIBOR Rate Advances,
or Daily Simple RFR for the RFR Advances comprising such Borrowing will not adequately
reflect the cost to such Majority Banks (or such Majority Local Currency Banks, as applicable)
of making or funding their respective Term SOFR Advances, EURIBOR Rate Advances or RFR
Advances for such Revolving Credit Borrowing or Local Currency Borrowing, the Agent shall
so notify the Borrowers, and (1) each such outstanding Term SOFR Advance or EURIBOR Rate
Advance, as applicable, will automatically, on the last day of the then existing Interest Period
therefor, Convert into (or if such Advance is then a Base Rate Advance, shall continue as), and
with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a
Base Rate Advance, (2) each such outstanding RFR Advance will automatically, on the day such
notice is delivered, Convert into, and with respect to a requested Advance as part of a requested
Borrowing, such Advance shall be, a Base Rate Advance, and (3) the right of the requesting
Borrower to select Term SOFR, the EURIBOR Rate or RFR for such Borrowing, and the right of
any Borrower to Convert Advances into, or continue Advances as, Term SOFR Advances,
EURIBOR Rate Advances or RFR Advances, or to select Term SOFR, the EURIBOR Rate or
RFR for any subsequent Borrowing, shall be suspended until the Agent shall notify the
Borrowers and the Banks that the circumstances causing such suspension no longer exist, and
each Advance comprising such Borrowing shall be a Base Rate Advance.

(ak) If the Majority Japan Local Currency Banks shall, at least one (1) Business Day
before the requested date of, or the proposed Conversion or continuation of the Advances
comprising all or part of any requested Japan Local Currency Borrowing (or on the date of such
Borrowing if it is being requested on a same-day basis), notify the Japan Local Currency Agent
that TONAR for TONAR Advances comprising such Borrowing will not adequately reflect the
cost to such Majority Japan Local Currency Banks of making or funding their respective
TONAR Advances for such Japan Local Currency Borrowing, the Japan Local Currency Agent
shall so notify CFKK and (1) each such outstanding TONAR Advance will automatically, on the


40
day such notice is delivered, Convert (or if such Advance is then a Japan Base Rate Advance,
shall continue as), and with respect to a requested Japan Local Currency Advance as part of a
requested Borrowing, such Japan Local Currency Advance shall be a Japan Base Rate Advance,
and (2) the right of CFKK to select TONAR for such Borrowing, and the right of CFKK to
Convert Advances into, or continue Advances as, TONAR Advances, or select TONAR for any
subsequent Borrowing, shall be suspended until the Japan Local Currency Agent shall notify the
Borrowers and the Japan Local Currency Banks that the circumstances causing such suspension
no longer exist, and each Advance comprising such Borrowing shall be a Japan Base Rate
Advance.

(al) In the event that a Bank (an “Affected Bank”) either demands payment from any
Borrower at any time pursuant to subsection (a) or (b) of this Section 2.10 or fails to consent to
any extension of the Current Termination Date requested by the Borrowers under Section 2.16,
then from such time and for so long thereafter as such Bank remains an Affected Bank, the
Borrowers may either (1) terminate such Affected Bank’s Commitment hereunder or (2) replace
such Affected Bank with another bank or banks acceptable to the Agent (the consent of the
Agent not to be unreasonably withheld or delayed); provided that (i) no Event of Default has
occurred and is continuing at such time, (ii) in the case of clause (2), the Affected Bank and the
replacement bank(s) execute and deliver to the Agent an Assignment and Acceptance and such
other documents, agreements and instruments as the Agent may reasonably require in order to
effectuate the assumption by such replacement bank(s) of the Affected Bank’s obligations
hereunder, and (iii) the Affected Bank has been paid all amounts due to it hereunder. In no event
shall the replacement of an Affected Bank impair or otherwise affect the obligation of the
applicable Borrower or Borrowers to make the payments demanded by such Affected Bank
pursuant to this Section 2.10 and, if applicable, Section 8.04(b).

(am) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives relating to
capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a change in law and be eligible for redress pursuant to clause (a), (b) and (c), as applicable,
of this Section 2.10, regardless of the date enacted, adopted or issued.

SECTION 1.1.Payments and Computations.
(an) The Borrowers shall make each payment hereunder and under the Notes (except
with respect to principal of, interest on, and other amounts relating to Local Currency Advances,
Japan Local Currency Advances or Advances denominated in an Agreed Currency other than
Dollars), without set-off, deduction, or counterclaim, not later than 11:00 A.M. (New York City
time) on the day when due in Dollars to the Agent in same day funds by deposit of such funds to
the Agent’s account maintained at the Payment Office for Dollars in New York City. The
Borrowers shall make each payment hereunder and under the Notes with respect to principal of,
interest on, and other amounts relating to Advances (other than Local Currency Advances or
Japan Local Currency Advances) denominated in an Agreed Currency other than Dollars,
without set-off, deduction, or counterclaim, not later than 11:00 A.M. (London time) on the day
when due in such Agreed Currency to the Agent in same day funds by deposit of such funds to
the Agent’s account maintained at the Payment Office for such Agreed Currency. CIF shall
make each payment under the Local Currency Addendum with respect to principal of, interest
on, and other amounts relating to Local Currency Advances without set-off, deduction, or
counterclaim, not later than 11:00 a.m. (London time) on the day when due in the applicable
Local Currency to the Agent (or in the case of a Same Day Local Currency Advance, the Local
Currency Agent) in same day funds by deposit of such funds to the Agent’s or the Local


41
Currency Agent’s, as applicable, account maintained at the Payment Office for such Local
Currency. CFKK shall make each payment under the Japan Local Currency Addendum with
respect to principal of, interest on, and other amounts relating to Japan Local Currency
Advances, without set-off, deduction, or counterclaim, not later than 11:00 a.m. (Tokyo time) on
the day when due in Japanese Yen to the Japan Local Currency Agent in same day funds by
deposit of such funds to the Japan Local Currency Agent’s account at the Payment Office set
forth in the Japan Local Currency Addendum. The Agent, the Local Currency Agent or the
Japan Local Currency Agent, as applicable, will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or fees ratably (other than amounts payable
pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04) to the applicable Banks for the account
of their respective Applicable Lending Offices, and like funds relating to the payment of any
other amount payable to any Bank to such Bank for the account of its Applicable Lending Office,
in each case to be applied in accordance with the terms of this Agreement. For the avoidance of
doubt and notwithstanding the foregoing, if an event of the type described in clause (i) of the
definition of “Eligible Currency” is continuing, any principal or interest in respect of any
Advances made in such currency may be repaid in Dollars.

(ao) All computations of interest based on the Base Rate determined pursuant to clause
(a) or (b) of the definition thereof shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be; all computations of interest on Advances in Pounds Sterling and
Japanese Yen shall be made on the basis of a year of 365 or 366 days, as the case may be; and all
computations of interest based on the EURIBOR Rate, Term SOFR or the Federal Funds Rate,
and all computations of the Commitment Fees shall be made by the Agent on the basis of a year
of 360 days, in each case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or Commitment Fees are payable. Each
determination by the Agent, the Local Currency Agent or the Japan Local Currency Agent, as the
case may be, of an interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

(ap) Whenever any payment hereunder or under the Notes shall be stated to be due on
a day other than a Business Day (including any RFR Interest Payment Date), such payment shall
be made on the next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or Commitment Fees, as the case may be;
provided, however, if such extension would cause payment of interest on or principal of Term
SOFR Advances, EURIBOR Rate Advances or RFR Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day and such
contraction of time shall in such case reduce the days included in the computation of payment of
interest.

(aq) Unless the Agent shall have received notice from a Borrower prior to the date on
which any payment is due to the Banks hereunder that such Borrower will not make such
payment in full, the Agent may assume that such Borrower has made such payment in full to the
Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed
to each Bank on such due date an amount equal to the amount then due such Bank. If and to the
extent that such Borrower shall not have so made such payment in full to the Agent, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such Bank together
with interest thereon, for each day from the date such amount is distributed to such Bank until
the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

SECTION 1.11. Taxes.

(ar) Any and all payments by any of the Borrowers hereunder, under the Local
Currency Addendum, under the Japan Local Currency Addendum or under each of the Notes
shall be made, in accordance with Section 2.11, free and clear of and without deduction for any


42
and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Bank, the Local Currency Agent,
the Japan Local Currency Agent and the Agent, (i) taxes imposed on its net income, and
franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank, the Local
Currency Agent, the Japan Local Currency Agent or the Agent (as the case may be) is organized
or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction of such Bank’s Applicable Lending Office
or any political subdivision thereof and (ii) any U.S. federal withholding taxes imposed under
FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any Note to any Bank, the
Local Currency Agent, the Japan Local Currency Agent or the Agent, (i) the sum payable by
such Borrower shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section 2.12)
such Bank, the Local Currency Agent, the Japan Local Currency Agent or the Agent (as the case
may be) receives an amount equal to the sum it would have received had no such deductions
been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in accordance with
applicable law.

(as) In addition, the Borrowers agree to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder, under the Local Currency Addendum, under the Japan Local
Currency Addendum or under the Notes or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, the Local Currency Addendum, the Japan Local
Currency Addendum or the Notes (hereinafter referred to as “Other Taxes”). If any such Other
Taxes are attributable to a specific Borrower, they shall be paid by such Borrower (or in the case
of CFKK or CIF, by CFSC). In all other cases, they shall be paid by Caterpillar.

(at) Each Borrower will indemnify each Bank, the Local Currency Agent, the Japan
Local Currency Agent and the Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.12) paid by such Bank, the Local Currency Agent, the Japan Local Currency
Agent or the Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall be made within
30 days from the date such Bank, the Local Currency Agent, the Japan Local Currency Agent or
the Agent (as the case may be) makes written demand therefor.

(au) Within 30 days after the date of any payment of Taxes, the Borrower paying such
Taxes will furnish to the Agent, at its address referred to in Section 8.02, a copy of a receipt
evidencing payment thereof; provided, however, that such copy shall be furnished solely for the
purpose of enabling the Agent to verify the payment of such Taxes by such Borrower as required
above. If no Taxes are payable in respect of any payment hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under the Notes, the Borrowers will
furnish to the Agent, at such address, a certificate from each appropriate taxing authority, or an
opinion of counsel acceptable to the Agent, in either case stating that such payment is exempt
from or not subject to Taxes; provided, however, that if any Bank, the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as a recipient of payments called for hereunder, shall
be exempt from or entitled to a reduced rate of any Taxes, particularly those imposed by way of
withholding, whether by virtue of the provisions of a relevant treaty or otherwise, it shall be
incumbent upon such Bank, the Agent, the Local Currency Agent or the Japan Local Currency
Agent to (a) so inform the Borrowers, (b) furnish to the Borrowers whatever certification or other
documentation may be required by law or regulation to establish such exemption or reduced rate,


43
and (c) cooperate with the Borrowers in any and all other respects to the extent necessary to
establish such exemption or eligibility for reduced rate.

(av) Any Bank whose Advances have resulted in the imposition of Taxes shall use its
best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such
steps as would eliminate or reduce the amount of such Taxes; provided that no such steps shall
be required to be taken if, in the reasonable judgment of such Bank, such steps would be
disadvantageous to such Bank.

(aw) Without prejudice to the survival of any other agreement of the Borrowers
hereunder, the agreements and obligations of the Borrowers contained in this Section 2.12 shall
survive the payment in full of principal and interest hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum and under the Notes.

(ax) For purposes of determining withholding Taxes imposed under FATCA, from and
after the effective date of this Agreement, the Borrowers and the Agent shall treat (and the Banks
hereby authorize the Agent to treat) the Advances as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 1.2.Sharing of Payments, Etc. If any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of
the Revolving Credit Advances made by it (other than pursuant to Sections 2.02(c), 2.05(d),
2.10, 2.12 or 8.04) in excess of its ratable share of payments on account of the Revolving Credit
Advances obtained by all the Banks, such Bank shall forthwith notify the Agent thereof and
purchase from the other Banks such participations in the Revolving Credit Advances made by
them as shall be necessary to cause such purchasing Bank to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank shall be
rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of
such recovery together with an amount equal to such Bank’s ratable share (according to the
proportion of (i) the amount of such Bank’s required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. Each Borrower agrees that any
Bank so purchasing a participation from another Bank pursuant to this Section 2.13 may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of setoff)
with respect to such participation as fully as if such Bank were the direct creditor of such
Borrower in the amount of such participation.

SECTION 1.3.Tax Forms. Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code), other than any Local Currency Bank or Japan Local
Currency Bank that is an Affiliate, branch or agency of a Bank, shall submit to the Borrowers
and the Agent, on or before the Closing Date (or in the case of any Person becoming a Bank
hereunder pursuant to Section 2.05(c) or Section 8.07, on or before the date of acceptance by the
Agent of the applicable Assumption and Acceptance or Assignment and Acceptance), duly
completed and signed copies of either Form W-8BEN or Form W-8BEN-E (relating to such
Bank and entitling it to a complete exemption from withholding on all amounts to be received by
such Bank at any Applicable Lending Office designated by such Bank, including fees, under this
Agreement) or Form W-8ECI (relating to all amounts to be received by such Bank at any
Applicable Lending Office designated by such Bank, including fees, under this Agreement) of
the United States Internal Revenue Service and Form W-8BEN or Form W-8BEN-E (relating to
the foreign status exemption from United States federal income tax backup withholding), or, in
any such case, such successor forms as shall be adopted from time to time by the relevant United
States taxing authorities. Thereafter and from time to time, each such Bank shall, to the extent
that it may lawfully do so, submit to the Borrowers and the Agent such additional duly


44
completed and signed copies of one or the other of such forms (or such successor forms as shall
be adopted from time to time by the relevant United States taxing authorities) as may be (i)
requested by the Borrowers or the Agent from such Bank and (ii) required under then current
United States law or regulations to determine the United States withholding taxes on payment in
respect of all amounts to be received by such Bank at any Applicable Lending Office designated
by such Bank, including fees, under this Agreement. Upon the request of the Borrowers or the
Agent, each Bank that is a United States person (as such term is defined in Section 7701(a)(30)
of the Code) shall submit to the Borrowers and the Agent a certificate to the effect that it is such
a United States person. If any Bank determines that it is unable to submit to the Borrowers and
the Agent any form or certificate that such Bank is obligated to submit pursuant to this Section
2.14, or that such Bank is required to withdraw or cancel any such form or certificate previously
submitted, such Bank shall promptly notify the Borrower and the Agent of such fact. In addition,
if a payment made to a Bank hereunder, under the Local Currency Addendum, under the Japan
Local Currency Addendum or under any of the Notes would be subject to U.S. federal
withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Bank shall deliver to the Borrowers and the Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrowers or the
Agent such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with
their obligations under FATCA and to determine that such Bank has complied with such Bank’s
obligations under FATCA or to determine the amount to deduct and withhold from such
payment. Solely for purposes of this Section 2.14, “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.

SECTION 1.4.Market Disruption; Denomination of Amounts in Dollars.

(ay) Market Disruption. Notwithstanding the satisfaction of all conditions referred to
in Article III and this Article II with respect to any Borrowing in any Agreed Currency other than
Dollars, if there shall occur on or prior to the date of such Borrowing, or the continuation,
Conversion or Redenomination of such Borrowing in or to an Agreed Currency other than
Dollars, any change in national or international financial, political or economic conditions or
currency exchange rates, exchange controls or interest rate quotation sources which would (i) in
the reasonable opinion of the Borrowers, the Majority Local Currency Banks (in the case of a
Local Currency Borrowing), the Agent or the Banks having at least 66-2/3% of the Available
Revolving Credit Commitments, in the case of a Revolving Credit Borrowing, make it
impracticable for EURIBOR Rate Advances or RFR Advances comprising such Borrowing to be
denominated in the Agreed Currency specified by the applicable Borrower, then the Agent shall
forthwith give notice thereof to such Borrower, the Local Currency Banks and the Banks, or the
applicable Borrower shall give notice to the Agent, the Local Currency Banks and the Banks, as
the case may be, and such EURIBOR Rate Advances or RFR Advances shall not be denominated
in such currency but shall be made on the date of such Borrowing, or continued, Converted or
Redenominated, as applicable, on the date of such continuation, Conversion or Redenomination,
in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Notice of Borrowing, or the Dollar Amount of the
Advances being continued, Converted or Redenominated, as applicable, as Base Rate Advances,
unless the applicable Borrower notifies the Agent at least one (1) Business Day before such date
that (x) in the case of a requested Borrowing, it elects not to borrow on such date or (y) in the
case of a requested Borrowing, continuation, Conversion or Redenomination, it elects to borrow
on such date in a different Agreed Currency, or continue the applicable Advances in, or Convert
or Redenominate the applicable Advances to, a different Agreed Currency, in which the
denomination of such Advances would in the opinion of the Agent, the Majority Local Currency
Banks (in the case of a Local Currency Borrowing) or the Banks having at least 66-2/3% of the


45
Available Revolving Credit Commitments, in the case of a Revolving Credit Borrowing, be
practicable and in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Notice of Borrowing, or the Dollar Amount of the
Advances being continued, Converted or Redenominated, as applicable, or (ii) in the reasonable
opinion of any Bank, make it impracticable for the EURIBOR Rate Advance or RFR Advance of
such Bank comprising part of such Borrowing to be denominated in the Agreed Currency
specified by the applicable Borrower, then the Agent shall forthwith give notice thereof to such
Borrower, and the EURIBOR Rate Advance or RFR Advance of such Bank as part of such
Borrowing shall not be denominated in such currency but shall be made on the date of such
Borrowing, or continued, Converted or Redenominated, as applicable, in Dollars, in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount of such Bank’s
Advance, as a Base Rate Advance, unless the applicable Borrower notifies the Agent at least one
(1) Business Day before such date that (x) in the case of a requested Borrowing, it elects not to
borrow on such date or (y) in the case of a requested Borrowing, continuation, Conversion or
Redenomination, it elects to borrow on such date in a different Agreed Currency, or continue the
applicable Advances as, or Convert or Redenominate the applicable Advances to a different
Agreed Currency, in which the denomination of all such Advances as part of such Borrowing
would in the opinion of the Agent, the Majority Local Currency Banks (in the case of a Local
Currency Borrowing) or the Banks having at least 66-2/3% of the Available Revolving Credit
Commitments, in the case of a Revolving Credit Borrowing, be practicable and in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount specified in the
related Notice of Borrowing or the Dollar Amount of the Advances being continued, Converted
or Redenominated, as applicable.

(az) Calculation of Amounts. Except as set forth below, all amounts referenced in this
Article II shall be calculated using the Dollar Amount determined based upon the Equivalent
Amount in effect as of the date of any determination thereof; provided, however, that to the
extent any Borrower shall be obligated hereunder to pay in Dollars any Borrowing denominated
in a currency other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Borrowing (calculated based upon the Equivalent Amount in effect on the date of payment
thereof). Notwithstanding anything herein to the contrary, the full risk of currency fluctuations
shall be borne by the Borrowers and the Borrowers agree to indemnify and hold harmless each
Local Currency Bank, each Japan Local Currency Bank, the Agent and the Banks from and
against any loss resulting from any Borrowing denominated in a currency other than in Dollars.

(ba) Benchmark Replacement Setting. Notwithstanding anything to the contrary
herein or in any other Loan Document:

(i) Replacing Other and Future Benchmarks. Upon the occurrence of a
Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of any such
Benchmark as follows. If such Benchmark Replacement is determined under clause (1)
of the definition thereof, then, on the Benchmark Replacement Date therefor, such
Benchmark Replacement will replace such Benchmark without any amendment to, or
further action or consent of any other party to, this Agreement or any Loan Document as
of such Benchmark Replacement Date. If such Benchmark Replacement is determined
under clause (2) of the definition thereof, then such Benchmark Replacement will replace
such Benchmark at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Banks without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Banks comprising the Majority Banks or the
Benchmark Replacement will replace such Benchmark for all purposes hereunder and
under any Loan Document in respect of any setting of such Benchmark on such day and


46
all subsequent settings without any amendment to, or further action or consent of any
other party to this Agreement or any other Loan Document. At any time that the
administrator of any then-current Benchmark has permanently or indefinitely ceased to
provide such Benchmark (including, without limitation, any RFR then in effect) or such
Benchmark has been announced by the regulatory supervisor for the administrator or the
administrator of such Benchmark pursuant to public statement or publication of
information to be no longer representative and will not be restored (including, without
limitation, any RFR then in effect), (A) with respect to amounts denominated in Dollars,
the Borrowers may revoke any request for a Borrowing of, Conversion to or continuation
of Advances to be made, Converted or continued that would bear interest by reference to
such Benchmark until the Borrowers’ receipt of notice from the Agent that a Benchmark
Replacement has replaced such Benchmark, and, failing that, the Borrowers will be
deemed to have Converted any such request into a request for a Borrowing of or
Conversion to Base Rate Advances and (B) with respect to amounts denominated in any
Agreed Currency other than Dollars, the obligation of the Banks to make or maintain
Advances referencing such Benchmark in the affected Agreed Currency shall be
suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and
any outstanding Advances in such Agreed Currency shall immediately or, in the case of a
term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a
Base Rate Advance denominated in Dollars. During the period referenced in the
foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such
component will not be used in any determination of the Base Rate.

(ii) Benchmark Replacement Conforming Changes. In connection with the
implementation and administration of Adjusted Term SOFR or any Benchmark
Replacement, the Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any further action or
consent of any other party to this Agreement.

(iii) Notices; Standards for Decisions and Determinations. The Agent will
promptly notify the Borrowers and the Banks of (A) the implementation of any
Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement
Conforming Changes. For the avoidance of doubt, any notice required to be delivered by
the Agent as set forth in this Section titled “Benchmark Replacement Setting” may be
provided, at the option of the Agent (in its sole discretion), in one or more notices and
may be delivered together with, or as part of any amendment which implements any
Benchmark Replacement or Benchmark Replacement Conforming Changes. Any
determination, decision or election that may be made by the Agent or, if applicable, any
Bank (or group of Banks) pursuant to this Section, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action, will be
conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party hereto, except, in each case, as
expressly required pursuant to this Section titled “Benchmark Replacement Setting”.

(iv) Unavailability of Tenor of Benchmark. At any time (including in
connection with the implementation of any Benchmark Replacement), (A) if any then-
current Benchmark is a term rate (including Term SOFR), then the Agent may remove
any tenor of such Benchmark that is unavailable or non-representative for Benchmark
(including Benchmark Replacement) settings and (B) the Agent may reinstate any such
previously removed tenor for Benchmark (including Benchmark Replacement) settings.



47
SECTION 1.12. Extensions of the Commitments.

(bb) During the period from the date that is 60 days prior to the Current Termination
Date to the date that is 32 days prior to each anniversary of the Closing Date, the Borrowers may,
by written notice (an “Extension Request”) given to the Agent, request that the Current
Termination Date be extended. Each such Extension Request shall contemplate an extension of
the Current Termination Date to a date that is one year after the Current Termination Date then in
effect (or if such date is not a Business Day, the immediately preceding Business Day).

(bc) The Agent shall promptly advise each Bank, including each Local Currency Bank
and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may,
in its sole discretion, consent to a requested extension by giving written notice thereof to the
Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately
preceding the date that is 31 days after the date of the Extension Request but no more than 45
days prior to the next anniversary of the Closing Date. Failure on the part of any Bank to
respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed
to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments
at the time of the issuance of any Extension Request shall consent in writing to the requested
extension, such request shall be granted with respect to each consenting Bank; provided,
however, that no such consent shall be granted in connection with (i) Local Currency Advances
unless Local Currency Banks having at least 50% of the Local Currency Commitments at the
time of issuance of any Extension Request shall consent in writing to the requested extension and
(ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of
the Japan Local Currency Commitments at the time of issuance of any Extension Request shall
consent in writing to the requested extension. Promptly following the opening of business on the
first Business Day following the applicable Extension Confirmation Date, the Agent shall notify
the Borrowers in writing as to whether the requested extension has been granted (such written
notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become
effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly
thereafter provide a copy of such Extension Confirmation Notice to each Bank.

(bd) Each Extension Confirmation Notice shall specify therein the date to which the
Current Termination Date is to be extended in respect of each of the consenting Banks, which
date shall be one year after the Current Termination Date then in effect (or if such date is not a
Business Day, the immediately preceding Business Day) (such date being referred to herein as
the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks
which shall have denied such requested extension in writing, or which shall have failed to
respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the
minimum number of Banks specified above shall consent in writing to such Extension Request,
shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”).
The Current Termination Date with respect to those Banks which shall have consented to the
applicable Extension Request, in the event that the requisite number of Banks specified above
shall consent in writing to such Extension Request, shall continue to be the Earlier Termination
Date until the end of the day immediately preceding the Current Termination Date then in effect
at which time the Current Termination Date then in effect shall become the Extended
Termination Date provided for in such Extension Confirmation Notice.

(be) If fewer than all of the Banks agree to any extension of the Current Termination
Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made
or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after
the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan
Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks
hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of
Borrowings made on the Earlier Termination Date from the Banks having agreed to such


48
extension or from other sources) and (iii) the Commitment, Local Currency Commitment or
Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to
such extension shall terminate on the Earlier Termination Date, and such Bank shall have no
further obligation hereunder other than in respect of obligations expressly contemplated herein to
survive the termination of this Agreement. Such Bank shall also receive from the applicable
Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier
Termination Date.

SECTION 1.1.Defaulting Banks. Notwithstanding any provision of this Agreement to
the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply
for so long as such Bank is a Defaulting Bank:

(bf) Such Defaulting Bank will not be entitled to any fees accruing during such period
pursuant to Section 2.04 (without prejudice to the rights of the Banks other than Defaulting
Banks in respect of such fees);

(bg) (i) Any amount paid by the Borrowers or otherwise received by the Agent for the
account of a Defaulting Bank under this Agreement other than any amounts representing
principal or interest payable to such Defaulting Bank (whether on account of fees, indemnity
payments or other amounts not constituting principal or interest) will not be paid or distributed to
such Defaulting Bank, but will instead be retained by the Agent in a segregated non-interest
bearing account until (subject to Section 2.17(d)) the termination of the Commitments and
payment in full of all obligations of the Borrowers hereunder and will be applied by the Agent, to
the fullest extent permitted by law, to the making of payments from time to time in the following
order of priority: first to the payment of any amounts owing by such Defaulting Bank to the
Agent under this Agreement, second to the payment of post-default interest and then current
interest due and payable to the Non-Defaulting Banks, ratably among them in accordance with
the amounts of such interest then due and payable to them, third to the payment of fees then due
and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the
amounts of such fees then due and payable to them, fourth to the ratable payment of other
amounts then due and payable to the Non-Defaulting Banks, and fifth after the termination of the
Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts
owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may
otherwise direct. (ii) Any amount paid by the Borrowers for the account of a Defaulting Bank
representing principal or interest payable to such Defaulting Bank shall be paid to such
Defaulting Bank in the same amounts and in the same manner as if such Defaulting Bank were a
Non-Defaulting Bank;

(bh) The Borrowers may terminate the unused amount of the Commitment of a
Defaulting Bank upon not less than three (3) Business Days’ prior notice to the Agent (which
will promptly notify the Banks thereof), and in such event the provisions of Section 2.17(b) will
apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Bank
under this Agreement (whether on account of principal, interest, fees, indemnity or other
amounts), provided that such termination will not be deemed to be a waiver or release of any
claim any Borrower, the Agent or any Bank may have against such Defaulting Bank; and

(bi) In the event that the Borrowers and the Agent agree in writing in their discretion
that a Bank is no longer a Defaulting Bank, the Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any amounts then held in the
segregated account referred to in Section 2.17(b)), such Bank will, to the extent applicable,
purchase at par such portion of outstanding Advances of the other Banks and/or make such other
adjustments as the Agent may determine to be necessary to cause the Revolving Credit
Obligations of the Banks to be on a pro rata basis in accordance with their respective


49
Commitments, whereupon such Bank will cease to be a Defaulting Bank and will be a Non-
Defaulting Bank (and each Bank’s ratable portion of aggregate outstanding Advances will
automatically be adjusted on a prospective basis to reflect the foregoing); provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrowers while such Bank was a Defaulting Bank; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Bank to Non-Defaulting Bank will constitute a waiver or release of any claim of any
party hereunder arising from such Bank’s having been a Defaulting Bank.

SECTION 1.13. Funding Vehicle. Each Bank may, at its option, make any
Borrowing available to either CFKK or CIF by causing any foreign or domestic branch or
Affiliate of such Bank to make such Borrowing available; provided that any exercise of such
option shall not affect the obligation of such Borrower to repay such Borrowing in accordance
with the terms of this Agreement, the Local Currency Addendum and the Japan Local Currency
Addendum, as applicable.

ARTICLE III
CONDITIONS OF LENDING

SECTION 1.06. Conditions Precedent to Initial Advances. The obligation of each
Bank to make its initial Advance on or after the Closing Date is subject to the conditions
precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts
outstanding under the terms of the Prior 364-Day Agreement, accrued to the Closing Date, shall
have been paid, and the commitments of the lenders thereunder to extend credit shall have
terminated, (ii) the Prior Three-Year Agreement shall have been refinanced pursuant to the
Three-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one-
time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the
Arranger Fee Letter, and (iv) the Agent shall have received on or before the day of the initial
Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the
Agent and in sufficient copies for each Bank:

(a) A fully executed copy of this Agreement, of the Local Currency Addendum and
of the Japan Local Currency Addendum.

(b) Certified copies of the resolutions of the Board of Directors of each Borrower
evidencing corporate authority to execute and deliver this Agreement, the Local Currency
Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and
the other documents to be delivered hereunder, and of all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Agreement, the Local
Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the
Notes and the other documents to be delivered hereunder.

(c) A certificate of the Secretary or an Assistant Secretary of each Borrower
certifying the names and true signatures of the officers of such Borrower authorized to sign this
Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum
(if applicable) and the Notes and the other documents to be delivered hereunder.

(d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their
express instructions, substantially in the form of Exhibit D hereto.

(e) A favorable opinion of Mayer Brown LLP, counsel for the Borrowers, given upon
their express instructions, in form and substance reasonably acceptable to the Agent.




50
(f) A Beneficial Ownership Certification in relation to each Borrower that qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such
documentation is requested at least five (5) Business Days prior to the Closing Date.

(g) Evidence of the Credit Ratings for the Borrowers in effect as of the Closing Date
(with no written copies thereof being required).

In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance
is subject to the further condition precedent that the Agent shall have received, on or before the
day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such
Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the
Local Currency Addendum shall be subject to any further conditions set forth in the Local
Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the
initial Advances under the Japan Local Currency Addendum shall be subject to any further
conditions set forth in the Japan Local Currency Addendum.

SECTION 1.02. Conditions Precedent to Each Borrowing. The obligation of each
Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the
initial Borrowing) shall be subject to the further conditions precedent that on the date of such
Borrowing:

(h) the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall
constitute a representation and warranty by such Borrower that on the date of such Borrowing
such statements are true):

(i) The representations and warranties contained in Section 4.01 (excluding
those contained in the second sentence of subsection (e) and in subsection (f) thereof),
and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of
the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, and

(ii) No event has occurred and is continuing, or would result from such
Borrowing or from the application of the proceeds therefrom, which constitutes an Event
of Default with respect to any Borrower; and
(i) the Agent shall have received such other approvals, opinions or documents as any
Bank through the Agent may reasonably request.

SECTION 1.04. Conditions Precedent to Certain Borrowings. The obligation of
each Bank to make an Advance on the occasion of any Borrowing to any Borrower which would
increase the aggregate outstanding amount of Advances owing to such Bank over the aggregate
amount of such Advances outstanding immediately prior to the making of such Advance shall be
subject to the further conditions precedent that on the date of such Borrowing the following
statements shall be true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation
and warranty by such Borrower that on the date of such Borrowing such statements are true): (i)
the representations and warranties contained in subsection (f) of Section 4.01 are correct on and
as of the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, and (ii) no event
has occurred and is continuing, or would result from such Borrowing or from the application of
the proceeds therefrom, which would constitute an Event of Default with respect to any
Borrower but for the requirement that notice be given or time elapse or both.



51
ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 1.07. Representations and Warranties of the Borrowers. Each Borrower
represents and warrants as of the Closing Date and on each date specified in Article III, as
follows:

(a) Organization; Qualification. Such Borrower is a corporation duly organized,
validly existing and in good standing (1) under the laws of the State of Delaware, in the case of
Caterpillar and CFSC, (2) under the laws of Ireland, in the case of CIF and (3) under the laws of
Japan, in the case of CFKK, and is duly qualified to transact business and is in good standing as a
foreign corporation in every jurisdiction in which failure to qualify would reasonably be
expected to materially adversely affect (i) the financial condition or operations of such Borrower
and its consolidated Subsidiaries taken as a whole or (ii) the ability of such Borrower to perform
its obligations under this Agreement and its Notes, under the Local Currency Addendum, in the
case of CIF and CFSC, and under the Japan Local Currency Addendum, in the case of CFKK
and CFSC.

(b) Authority; No Conflict. The execution, delivery and performance by such
Borrower of this Agreement and its Notes, the Local Currency Addendum, in the case of CIF and
CFSC, and the Japan Local Currency Addendum, in the case of CFKK and CFSC, are within
such Borrower’s corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) such Borrower’s charter or by-laws or (ii) any law or any contractual
restriction binding on or affecting such Borrower.

(c) Governmental Consents. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is required for the due
execution, delivery and performance by such Borrower of this Agreement or its Notes, or of the
Local Currency Addendum, in the case of CIF and CFSC, or of the Japan Local Currency
Addendum in the case of CFKK and CFSC.

(d) Execution; Enforceability.

(i) This Agreement has been duly executed and delivered by a duly
authorized officer of such Borrower. Upon execution of this Agreement by the Agent
and when the Agent shall have been notified by each Bank that such Bank has executed
this Agreement, this Agreement will be, and such Borrower’s Notes when executed and
delivered hereunder will be, legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with their respective terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’ rights
generally and by the effect of general principles of equity.

(ii) The Local Currency Addendum has been duly executed and delivered by a
duly authorized officer of each of CFSC and CIF. Upon execution of the Local Currency
Addendum by the Agent and the Local Currency Agent and when the Local Currency
Agent or the Agent shall have been notified by each Local Currency Bank that such Local
Currency Bank has executed the Local Currency Addendum, the Local Currency
Addendum will be the legal, valid and binding obligation of each of CFSC and CIF
enforceable against each of CFSC and CIF in accordance with its terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’ rights
generally and by the effect of general principles of equity.



52
(iii) The Japan Local Currency Addendum has been duly executed and
delivered by a duly authorized officer of each of CFSC and CFKK. Upon execution of
the Japan Local Currency Addendum by the Agent and the Japan Local Currency Agent
and when the Japan Local Currency Agent or the Agent shall have been notified by each
Japan Local Currency Bank that such Japan Local Currency Bank has executed the Japan
Local Currency Addendum, the Japan Local Currency Addendum will be the legal, valid
and binding obligation of each of CFSC and CFKK enforceable against each of CFSC
and CFKK in accordance with its terms, except as enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting creditors’ rights generally and by the effect of general principles of equity.

(e) Accuracy of Information; Material Adverse Change. The consolidated balance
sheets of Caterpillar and CFSC as at December 31, 2021 and as at June 30, 2022, and the related
consolidated statements of income and changes in stockholders’ equity of Caterpillar and CFSC
for the fiscal year and six-month period, respectively, then ended, copies of which have been
furnished to each Bank, fairly present the financial condition of Caterpillar and CFSC as at such
dates and the results of the operations of Caterpillar and CFSC for such periods, all in accordance
with generally accepted accounting principles consistently applied. Since December 31, 2021,
there has been no material adverse change in such condition or operations. As of the Closing
Date, the information included in the Beneficial Ownership Certification is true and correct in all
respects.

(f) Litigation. There is no pending or threatened action or proceeding affecting such
Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which is
reasonably likely to materially adversely affect the financial condition or operations of such
Borrower and its consolidated Subsidiaries taken as a whole or which purports to affect the
legality, validity or enforceability of this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum or any Note or which is reasonably likely to materially adversely
affect the ability of such Borrower to perform its obligations under this Agreement and its Notes
or under the Local Currency Addendum, in the case of CIF and CFSC, or under the Japan Local
Currency Addendum, in the case of CFKK and CFSC.

(g) Margin Stock. Such Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no proceeds of any
Advance will be used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock. Following the application of the proceeds
of each Advance, no more than 25% of the value of the assets of such Borrower will consist of,
or be represented by, Margin Stock.

(h) ERISA. Each Plan of such Borrower or a Subsidiary of such Borrower or an
ERISA Affiliate complies in all material respects with ERISA, the Code and regulations
thereunder and the terms of such Plan, except for such noncompliance as would not reasonably
be expected to have a materially adverse effect on the ability of such Borrower to perform its
obligations under this Agreement and its Notes. Each Plan has satisfied the minimum funding
standard under Section 412(a) of the Code without the need of any funding waiver under Section
412(c) of the Code. Neither such Borrower nor any ERISA Affiliate nor any fiduciary of any
Plan which is not a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) (i) has
engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of
the Code whereby such prohibited transaction has materially adversely affected the business,
financial condition or results of operations of such Borrower and any of its Subsidiaries, taken as
a whole, or (ii) has taken or failed to take any action which would constitute or result in an
ERISA Termination Event. During the six year period prior to the date on which this
representation is made or deemed made, neither such Borrower nor any ERISA Affiliate has (i)


53
failed to make a required contribution or payment to a multiemployer plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a multiemployer
plan. During the six year period prior to the date on which this representation is made or deemed
made, neither such Borrower nor any ERISA Affiliate has failed to make a required installment
or any other required payment under Section 412 of the Code or Section 430 of the Code on or
before the due date for such installment or other payment. Neither such Borrower nor any
ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become due which are
unpaid. None of the Borrowers nor any of their respective Subsidiaries is an entity deemed to
hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution,
delivery or performance of the transactions contemplated under this Agreement, including the
making of any Advance hereunder, will give rise to a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code.

(i) Taxes; Assessments. Such Borrower has paid or discharged, or caused to be paid
or discharged, before the same shall have become delinquent, all taxes, assessments and
governmental charges levied or imposed upon such Borrower or any Subsidiary of such
Borrower or upon the income, profits or property of such Borrower or any Subsidiary of such
Borrower, other than (i) such taxes, assessments and governmental charges the amount,
applicability or validity of which is being contested in good faith by appropriate proceedings and
for which adequate reserves have been established, or (ii) up to $10,000,000 at any time in
aggregate taxes, assessments, and governmental charges so long as no material adverse effect
upon the business, financial condition or results of operations of the Borrowers and their
Subsidiaries, taken as a whole, would reasonably be expected to result therefrom, and so long as,
upon knowledge thereof, the applicable Borrower or Subsidiary either promptly pays the
applicable delinquent amount or contests such amount as contemplated above.

(j) Sanctions Laws and Regulations. Neither any Borrower nor any of its
Subsidiaries, nor, to the best of such Borrower’s knowledge, any of its or any of its Subsidiaries’
respective directors or officers is a Designated Person. Each of the Borrowers has a “Worldwide
Code of Conduct” in full force and effect on the date hereof which, by its terms, applies to all
activities undertaken by all Borrowers’ and Subsidiaries’ employees around the world. Among
the commitments in the Worldwide Code of Conduct is the commitment that each of the
Borrowers and Subsidiaries, and their respective employees, follow applicable import and export
control laws when conducting business around the world, including any Anti-Corruption Laws
and Sanctions Laws and Regulations, and such commitment currently applies, and will apply, to
all activities undertaken by each Borrower and each Subsidiary, including but not limited to, any
use of the proceeds of this Agreement, the Local Currency Addendum, the Japan Local Currency
Addendum or any Advance, as well as the payment of any amount due pursuant to this
Agreement, the Local Currency Addendum or the Japan Local Currency Addendum.

SECTION 1.08. Additional Representations and Warranties of CFSC, CIF and
CFKK.

Each of CFSC, CIF and CFKK represents and warrants that neither it nor any of its
Subsidiaries is an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE V
COVENANTS OF THE BORROWERS

SECTION 1.01. Affirmative Covenants. So long as any Advance shall remain
unpaid or any Bank shall have any Commitment hereunder, each Borrower (provided, that for
purposes of Sections 5.01(f)(i), (ii), (iii), (v), (vi), (viii), (ix) and (x), the term Borrower refers to


54
each of Caterpillar and CFSC, but not to CFKK or CIF) will, unless the Majority Banks shall
otherwise consent in writing:

(a) Corporate Existence, Etc. Subject to Section 5.02(b), do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that such Borrower shall not be
required to preserve any such right or franchise if its board of directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of such Borrower and
that the loss thereof would not reasonably be expected to have a material adverse effect on its
ability to perform its obligations under this Agreement and its Notes.

(b) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply, in all material respects with all applicable laws, rules, regulations and orders,
noncompliance with which would reasonably be expected to materially adversely affect (i) the
financial condition or operations of such Borrower and its consolidated Subsidiaries taken as a
whole or (ii) the ability of such Borrower to perform its obligations under this Agreement, its
Notes, and, if applicable, the Local Currency Addendum or the Japan Local Currency
Addendum. Each Borrower will maintain in effect and enforce policies and procedures designed
to ensure compliance by such Borrower, each of its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions Laws and
Regulations.

(c) Maintenance of Properties. Cause all properties used or useful in the conduct of
its business or the business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of such Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent such Borrower from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in the reasonable
judgment of such Borrower, desirable in the conduct of its business or the business of any
Subsidiary of such Borrower and would not reasonably be expected to have a material adverse
effect on its ability to perform its obligations under this Agreement and its Notes.

(d) Payment of Taxes and Other Claims. Pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon such Borrower or any of its Subsidiaries or upon
the income, profits or property of such Borrower or any of its Subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the
property of such Borrower or any of its Subsidiaries; provided, however, that such Borrower
shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings; provided, further, that up to $10,000,000 in aggregate taxes,
assessments, governmental charges, and lawful claims as described above may be delinquent at
any time so long as no material adverse effect upon the business, financial condition or results of
operations of the Borrowers and their Subsidiaries, taken as a whole, could reasonably be
expected to result therefrom, and so long as, upon knowledge thereof, the applicable Borrower or
Subsidiary either promptly pays the applicable delinquent amount or contests such amount as
contemplated above.

(e) Use of Proceeds. Use all proceeds of Advances solely for general corporate
purposes, including, but not limited to, repaying or prepaying Advances in accordance with the
terms of this Agreement. No Borrower will request any Borrowing, and no Borrower shall
knowingly use, and shall ensure that its Subsidiaries and its or their respective directors, officers,


55
employees and agents shall not knowingly use, the proceeds of any Borrowing (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or
transactions would be prohibited by Sanctions Laws and Regulations if conducted by a
corporation incorporated in the United States, the United Kingdom, or in a European Union
member state or (iii) in any manner that would result in the violation of any Sanctions Laws and
Regulations applicable to any party hereto.

(f) Reporting Requirements. Furnish to the Banks:

(i) as soon as available and in any event within forty five (45) days after the
end of each of the first three quarters of each fiscal year of Caterpillar and CFSC, a
consolidated balance sheet of Caterpillar and CFSC as of the end of such quarter, and a
consolidated statement of income and changes in stockholders’ equity of Caterpillar and
CFSC for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter;

(ii) as soon as available and in any event within ninety (90) days after the end
of each fiscal year of Caterpillar and CFSC, a copy of the annual report for such year for
such Borrower, containing consolidated financial statements of Caterpillar and CFSC for
such year, certified (A) in a manner acceptable to the Majority Banks by
PricewaterhouseCoopers L.L.P. or other independent public accountants acceptable to the
Majority Banks and (B) as may be required under the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, and all rules and regulations enacted
under or in connection therewith;

(iii) together with each delivery of any financial statements pursuant to clauses
(i) and (ii) above, a Compliance Certificate in substantially the form of Exhibit F-1 or F-2
hereto, as applicable, demonstrating in reasonable detail compliance as at the end of the
applicable accounting periods with the covenants contained in Section 5.03 (in the case of
Caterpillar) and Sections 5.04(a) and (b) (in the case of CFSC);

(iv) as soon as possible and in any event within five (5) days after the
occurrence of each Event of Default with respect to such Borrower and each event which,
with the giving of notice or lapse of time, or both, would constitute an Event of Default
with respect to such Borrower, continuing on the date of such statement, a statement of
the chief financial officer of such Borrower setting forth details of such Event of Default
or event and the action which such Borrower has taken and proposes to take with respect
thereto;

(v) promptly after the sending or filing thereof, copies of all reports which
such Borrower sends to any of its security holders, and copies of all reports and
registration statements (without exhibits) which such Borrower or any of its Subsidiaries
(without duplication) files with the Securities and Exchange Commission or any national
securities exchange, in each case without duplication of materials furnished to the Banks
pursuant to clauses (i) or (ii) of this subsection (f);

(vi) promptly after the written request of the Agent or any Bank, copies of all
reports and notices which such Borrower or any ERISA Affiliate or Subsidiary of such
Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S.
Department of Labor or which such Borrower or any ERISA Affiliate or Subsidiary of
such Borrower receives from any such Person;


56
(vii) promptly after (A) the occurrence thereof, notice of the institution of or
any material adverse development in any action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator or any governmental or
administrative body, agency or official, against such Borrower or any of its material
property, or (B) actual knowledge thereof, notice of the threat of any such action, suit,
proceeding, investigation or arbitration, and in the case of either (A) or (B), which such
Borrower reasonably believes is likely to be resolved against such Borrower and, if so
resolved against such Borrower, is reasonably anticipated by such Borrower to materially
adversely affect (x) the financial condition of such Borrower and its consolidated
Subsidiaries taken as a whole or (y) the ability of such Borrower to perform its
obligations under this Agreement and its Notes, and, if applicable, the Local Currency
Addendum or the Japan Local Currency Addendum (without duplication of notices
furnished to the Banks pursuant to clause (v) of this subsection (f));

(viii) promptly after (A) the occurrence thereof, notice that (1) an ERISA
Termination Event or a prohibited transaction, as such term is defined in Section 4975 of
the Code or Section 406 of ERISA, with respect to any Plan of such Borrower has
occurred and there shall result therefrom a liability or material risk of incurring a liability
to the PBGC or a Plan that will have a material adverse affect upon the business or
financial condition or results of such Borrower and its Subsidiaries, taken as a whole,
which notice shall specify the nature thereof and such Borrower’s proposed response
thereto, (2) such Borrower or an ERISA Affiliate has failed to make a required
installment or any other required payment under Section 412 or Section 430 of the Code
and (3) the plan administrator of any Plan has applied under Section 412(c) of the Code
for a waiver of the minimum funding standards of Section 412(a) of the Code, together
with copies of such waiver application, and (B) actual knowledge thereof, copies of any
notice of the PBGC’s intention to terminate or to have a trustee appointed to administer
any Plan;

(ix) (A) on the Closing Date, the Credit Ratings then in effect for such
Borrower from S&P and Moody’s and (B) within two (2) Business Days after such
Borrower receives notice from S&P or Moody’s of a change in any of such Borrower’s
Credit Ratings, such Borrower’s revised Credit Ratings (or, if applicable, notice that a
Credit Rating will no longer be received from such rating service);

(x) such other information respecting the condition or operations, financial or
otherwise, of such Borrower or any of its Subsidiaries as any Bank through the Agent
may from time to time reasonably request in writing with an indication of the reason for
such request; and

(xi) together with each delivery of any financial statements pursuant to clause
(ii) above, any change in the information provided in the Beneficial Ownership
Certification that would result in a change to the list of beneficial owners identified in
parts (c) or (d) of such certification.

Financial statements and other documents required to be furnished pursuant to Section 5.01(f)(i)
or (ii) (to the extent any such financial statements or other documents are included in reports or
other materials otherwise filed with the Securities and Exchange Commission) may be delivered
electronically and if so delivered, shall be deemed to have been furnished on the date on which
(i) the applicable Borrower posts such financial statements or other documents, or provides a link
thereto, on such Borrower’s website on the Internet, or (ii) such financial statements or other
documents are posted on behalf of the applicable Borrower on the Approved Electronic Platform
or an Internet or intranet website, if any, to which each Bank and the Agent have access (whether
a commercial, third-party website or whether sponsored by the Agent or the Securities and


57
Exchange Commission’s website located at http://www.sec.gov/edgar/searchedgar/
webusers.htm).

SECTION 1.01. Negative Covenants. So long as any Advance shall remain unpaid
or any Bank shall have any Commitment hereunder, no Borrower will, without the written
consent of the Majority Banks:

(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or
suffer to exist, any lien, security interest or other charge or encumbrance of any kind, (excluding
Caterpillar Purchase Claims and CFSC Purchase Claims, to the extent that such Purchase Claims
could be deemed to constitute liens or security interests), upon or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries
to assign, any right to receive income (excluding any assignment of accounts receivable arising
out of or in connection with the sale or securitization by Caterpillar, CFSC or any Subsidiary of
either of its accounts receivable giving rise to Caterpillar Purchase Claims or CFSC Purchase
Claims), in each case to secure or provide for the payment of any Debt of any Person, if the
aggregate amount of the Debt so secured (or for which payment has been provided) would at any
time exceed an amount equal to 10% of Consolidated Net Tangible Assets of such Borrower.

(b) Mergers, Etc. (i) Merge or consolidate with or into any Person, or permit any of
its Subsidiaries to do so, or (ii) convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to any Person, or (iii) together with one or more of its consolidated
Subsidiaries, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of the assets of such Borrower and its consolidated
Subsidiaries (whether now owned or hereafter acquired) to any Person; except that any
Subsidiary of such Borrower may merge or consolidate with or into, or transfer assets to, or
acquire assets of, such Borrower or any other Subsidiary of such Borrower and except that any
Subsidiary of such Borrower may merge into or transfer assets to such Borrower and such
Borrower may merge with, and any Subsidiary of such Borrower may merge or consolidate with
or into, any other Person, provided in each case that, immediately after giving effect to such
proposed transaction, no Event of Default with respect to such Borrower or event which, with the
giving of notice or lapse of time, or both, would constitute an Event of Default with respect to
such Borrower, would exist and in the case of any such merger to which any Borrower is a party,
such Borrower is the surviving corporation.
SECTION 1.02. Financial Covenant of Caterpillar. So long as any Advance shall
remain unpaid or any Bank shall have any Commitment hereunder, Caterpillar will, unless the
Majority Banks shall otherwise consent in writing, maintain at all times during each fiscal year
of Caterpillar, Consolidated Net Worth of not less than $9,000,000,000.

SECTION 1.03. Financial and Other Covenants of CFSC. So long as any Advance
shall remain unpaid or any Bank shall have any Commitment hereunder, CFSC will, unless the
Majority Banks shall otherwise consent in writing:

(a) Ratio of CFSC Consolidated Debt to Consolidated Net Worth.

(i) Maintain at all times a ratio (the “Leverage Ratio”) of (x) CFSC
Consolidated Debt to (y) CFSC’s Consolidated Net Worth of not greater than 10.0 to 1.
For purposes of this subsection (i), the Leverage Ratio at any time shall be equal to the
average of the Leverage Ratios as determined on the last day of each of the six preceding
calendar months.




58
(ii) Maintain a Leverage Ratio of not greater than 10.0 to 1 on each December
31, commencing December 31, 2022. For purposes of this subsection (ii), the Leverage
Ratio shall be the ratio of (x) CFSC Consolidated Debt to (y) CFSC’s Consolidated Net
Worth on the date for which computed.

(a) Interest Coverage Ratio. Maintain a ratio of (i) profit excluding income taxes,
Interest Expense and Net Gain/(Loss) From Interest Rate Derivatives to (ii) Interest Expense of
not less than 1.15 to 1, in each case, calculated at the end of each calendar quarter for the rolling
four-quarter period then most recently ended for CFSC and its Subsidiaries on a consolidated
basis in accordance with generally accepted accounting principles.

(b) Support Agreement. CFSC will not terminate, or make any amendment or
modification to, the Support Agreement which, in the determination of the Agent, adversely
affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks
at least thirty (30) days prior written notice and obtaining the written consent of the Majority
Banks.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 1.09. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing with respect to any Borrower:

(a) Such Borrower shall fail to pay (i) any principal of any of the Advances when the
same becomes due and payable, or (ii) any interest on any of the Advances, or any Commitment
Fee, other fee or other amount payable by it hereunder (including, in the case of CFSC, any
amount payable under the CFSC Guaranty) by the later of (A) five (5) Business Days after such
item has become due and (B) two (2) Business Days after receipt of written notice from the
Agent that such item has become due; or

(b) Any representation or warranty made by such Borrower herein, in the Local
Currency Addendum or in the Japan Local Currency Addendum, or by such Borrower (or any of
its officers) in connection with this Agreement, the Local Currency Addendum or the Japan
Local Currency Addendum, shall prove to have been incorrect in any material respect when
made or deemed made; or
(c) Such Borrower shall fail to perform or observe (i) any covenant or agreement
made by it contained in subsection (a) or (f)(iv) of Section 5.01 or in Section 5.02 or (ii) any
other term, covenant or agreement contained in this Agreement, the Japan Local Currency
Addendum or the Local Currency Addendum on its part to be performed or observed if the
failure to perform or observe such other term, covenant or agreement shall remain unremedied
for 30 days after written notice thereof shall have been received by such Borrower; provided, that
should CFSC or any of its Subsidiaries fail to observe any such term, covenant or agreement
referred to in subsections (i) or (ii) above, such failure shall not be attributable, except as
otherwise expressly provided for in this Agreement, to Caterpillar; or

(d) Any of the following shall occur:

(i) such Borrower or any Subsidiary of such Borrower (other than CFSC and
its Subsidiaries in the case of Caterpillar) shall fail to pay any principal of, premium or
interest on, or other amount owing in respect of any of its Debt which is outstanding in a
principal amount of at least $100,000,000 in the aggregate, in the case of Caterpillar, or
$50,000,000 in the aggregate, in the case of each of CFSC, CIF and CFKK (but
excluding, in each case, Debt consisting of such Borrower’s obligations hereunder


59
(including the Local Currency Addendum or the Japan Local Currency Addendum, if
applicable) or under the Other Credit Agreements) when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt, or

(ii) such Borrower or any Subsidiary of such Borrower (other than CFSC and
its Subsidiaries in the case of Caterpillar) shall fail to observe or perform any term,
covenant or condition on its part to be observed or performed under any agreement or
instrument relating to any such Debt which is outstanding in a principal amount of at least
$100,000,000 in the aggregate, in the case of Caterpillar, or $50,000,000 in the aggregate,
in the case of each of CFSC, CIF and CFKK (but excluding, in each case, Debt consisting
of such Borrower’s obligations hereunder (including the Local Currency Addendum or
the Japan Local Currency Addendum, if applicable) or under the Other Credit
Agreements), when required to be observed or performed, and such failure shall continue
after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such failure is to accelerate, or permit the acceleration of, the maturity of such
Debt or such Debt has been accelerated and such acceleration has not been rescinded, or

(iii) any amount of Debt in excess of $100,000,000 in the aggregate, in the
case of Caterpillar, or $50,000,000 in the aggregate, in the case of each of CFSC, CIF and
CFKK, shall be required to be prepaid, defeased, purchased or otherwise acquired by
such Borrower or any Subsidiary of such Borrower (other than CFSC and its Subsidiaries
in the case of Caterpillar), other than by a regularly scheduled required prepayment, prior
to the stated maturity thereof, or

(iv) any “Event of Default” shall occur with respect to such Borrower under
either of the Other Credit Agreements, or

(v) in the case of CIF or CFKK, any CFSC Event of Default shall occur, or
the CFSC Guaranty shall be terminated, revoked, or declared void, voidable, invalid or
unenforceable; or

(e) Such Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries in
the case of Caterpillar) shall generally not pay its debts as such debts become due, or an officer
or other authorized representative of such Borrower or Subsidiary shall admit in writing such
Borrower’s or Subsidiary’s inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted by such Borrower or
any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of Caterpillar) seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, or other similar official for it or for
any substantial part of its property; or any such proceeding shall be instituted against such
Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of
Caterpillar) and either an order for relief against such Borrower or Subsidiary is entered in such
proceeding or such proceeding is not dismissed within forty-five (45) days; or such Borrower or
any of its Subsidiaries (other than CFSC and its Subsidiaries in the case of Caterpillar) shall take
any corporate action to authorize any of the actions set forth above in this subsection (e);

provided, however, that the filing of one or more of the proceedings and/or the occurrence of one
or more of the other events described in this Section 6.01(e) with respect to any Insignificant
Subsidiary shall not constitute an Event of Default hereunder until such time as the aggregate of
the asset values, as reasonably determined by Caterpillar in accordance with generally accepted


60
accounting principles, of all Insignificant Subsidiaries subject to the proceedings and/or other
events described in this Section 6.01(e) equals or exceeds $250,000,000 (with each Insignificant
Subsidiary’s asset value being determined, for purposes of this clause (e), on the date on which
such filing or other event commences or otherwise initially occurs with respect to such
Insignificant Subsidiary and with such value remaining in effect for such Insignificant Subsidiary
once determined); or

(f) Any judgment or order for the payment of money in excess of (i) $100,000,000 in
the case of Caterpillar, or (ii) $50,000,000 in the case of each of CFSC, CIF and CFKK, shall be
rendered against such Borrower or any of its Subsidiaries (other than CFSC and its Subsidiaries
in the case of Caterpillar) and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

(g) (i) A Plan of such Borrower shall fail to satisfy the minimum funding standard
required by Section 412 of the Code for any plan year or a waiver of such standard is sought or
granted under Section 412(c), or (ii) an ERISA Termination Event shall have occurred with
respect to such Borrower or an ERISA Affiliate or such Borrower or an ERISA Affiliate has
incurred or is likely to incur a liability to or on account of a Plan under Section 4062, 4063,
4064, 4201 or 4204 of ERISA, or (iii) such Borrower or an ERISA Affiliate shall engage in any
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a
statutory or class exemption is not available or a private exemption has not been previously
obtained from the Department of Labor, or (iv) such Borrower or an ERISA Affiliate shall fail to
pay any required installment or any other payment required under Section 412 or Section 430 of
the Code on or before the due date for such installment or other payment, or (v) such Borrower
or an ERISA Affiliate shall fail to make any contribution or payment to any multiemployer plan
(as defined in Section 4001(a)(3) of ERISA) which such Borrower or any ERISA Affiliate may
be required to make under any agreement relating to such multiemployer plan or any law
pertaining thereto, and there shall result from any such event or events either a liability or a
material risk of incurring a liability to the PBGC or a Plan, which will have a material adverse
effect upon the business, financial condition or results of operations of such Borrower and its
Subsidiaries, taken as a whole; or

(h) With respect to CFSC, CIF or CFKK, a Change of Control shall occur; or
(i) With respect to CFSC, CIF or CFKK, the Support Agreement shall for any reason
fail to be in full force and effect, or any action shall be taken by any Borrower to discontinue or
to assert the invalidity or unenforceability of the Support Agreement, or CFSC or Caterpillar
shall fail to comply with any of the terms or provisions of the Support Agreement;

then, and in any such event, (i) the Agent (x) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Borrowers, declare the obligation of each Bank to make
Advances to such Borrower to be terminated, whereupon the same shall forthwith terminate, and
(y) shall at the request, or may with the consent, of the Majority Banks, by notice to such
Borrower, declare the Advances to such Borrower, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon such Advances, all
such interest and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by such Borrower; (ii) in the case of a CFSC Event of Default or a CIF Event of Default,
the Local Currency Agent, (x) shall at the request, or may with the consent, of the Majority Local
Currency Banks, by notice to the Borrowers, declare the obligation of each Local Currency Bank
to make Local Currency Advances to CIF to be terminated, whereupon the same shall forthwith
terminate, and (y) shall at the request, or may with the consent, of the Majority Local Currency


61
Banks, by notice to CIF, declare the Local Currency Advances to CIF, all interest thereon and all
other amounts payable under this Agreement and the Local Currency Addendum to be forthwith
due and payable, whereupon such Local Currency Advances, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by CIF and (iii) in the
case of a CFSC Event of Default or a CFKK Event of Default, the Japan Local Currency Agent,
(x) shall at the request, or may with the consent, of the Majority Japan Local Currency Banks, by
notice to the Borrowers, declare the obligation of each Japan Local Currency Bank to make
Japan Local Currency Advances to CFKK to be terminated, whereupon the same shall forthwith
terminate, and (y) shall at the request, or may with the consent, of the Majority Japan Local
Currency Banks, by notice to CFKK, declare the Japan Local Currency Advances to CFKK, all
interest thereon and all other amounts payable under this Agreement and the Japan Local
Currency Addendum to be forthwith due and payable, whereupon such Japan Local Currency
Advances, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by CFKK; provided, however, upon the occurrence of any Event of Default
with respect to any Borrower described in Section 6.01(e), (A) the obligation of each Bank to
make Advances to any Borrower shall automatically be terminated and (B) the Advances to the
Borrowers, all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrowers. Notwithstanding anything in the foregoing to the contrary,
the fact that an Event of Default exists with respect to one of the Borrowers hereunder shall not
of itself constitute an Event of Default with respect to any of the other Borrowers, provided,
however, that in the case of CIF and CFKK, any CFSC Event of Default shall be a CIF Event of
Default and a CFKK Event of Default.

ARTICLE VII
AGENCY

SECTION 1.01. Appointment and Authority. Each Bank hereby appoints Citibank
to act on its behalf as the Agent hereunder and authorizes the Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article
VII are solely for the benefit of the Agent and the Banks, and no Borrower shall have any rights
as a third party beneficiary of any of such provisions.
SECTION 1.02. Agent Individually.

(a) The Person serving as the Agent hereunder shall have the same rights and powers
in its capacity as a Bank as any other Bank and may exercise the same as though it were not the
Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not the Agent hereunder and without any duty to account therefor to the Banks.

(b) Each Bank understands that the Person serving as Agent, acting in its individual
capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of
financial services and businesses (including investment management, financing, securities
trading, corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with
or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the
Agent’s Group may, in undertaking the Activities, engage in trading in financial products or


62
undertake other investment businesses for its own account or on behalf of others (including the
Borrowers and their Affiliates and including holding, for its own account or on behalf of others,
equity, debt and similar positions in the Borrowers or their respective Affiliates), including
trading in or holding long, short or derivative positions in securities, loans or other financial
products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees
that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain
information concerning the Borrowers or their Affiliates (including information concerning the
ability of the Borrowers to perform their respective obligations hereunder, under the Local
Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if
applicable) which information may not be available to any of the Banks that are not members of
the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any
duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure
to so disclose or use, any information whatsoever about or derived from the Activities or
otherwise (including any information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any Borrower or any Affiliate of any
Borrower) or to account for any revenue or profits obtained in connection with the Activities,
except that the Agent shall deliver or otherwise make available to each Bank such documents as
are expressly required by this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum to be transmitted by the Agent to the Banks.

(c) Each Bank further understands that there may be situations where members of the
Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either
now have or may in the future have interests or take actions that may conflict with the interests
of any one or more of the Banks (including the interests of the Banks hereunder, under the Local
Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that
no member of the Agent’s Group is or shall be required to restrict its activities as a result of the
Person serving as Agent being a member of the Agent’s Group, and that each member of the
Agent’s Group may undertake any Activities without further consultation with or notification to
any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan
Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the
Information Memorandum) concerning the Borrowers or their Affiliates (including information
concerning the ability of the Borrowers to perform their respective obligations hereunder, under
the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if
applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by the Agent or any
member of the Agent’s Group to any Bank including any such duty that would prevent or restrict
the Agent’s Group from acting on behalf of customers (including the Borrowers or their
Affiliates) or for its own account.

SECTION 1.03. Duties of Agent; Exculpatory Provisions.

(a) The Agent’s duties hereunder, the Local Currency Agent’s duties under the Local
Currency Addendum and the Japan Local Currency Agent’s duties under the Japan Local
Currency Addendum are solely ministerial and administrative in nature and none of the Agent,
the Local Currency Agent or the Japan Local Currency Agent shall have any duties or
obligations except those expressly set forth herein, in the Local Currency Addendum or in the
Japan Local Currency Addendum. Without limiting the generality of the foregoing, none of the
Agent, the Local Currency Agent or the Japan Local Currency Agent shall have any duty to take
any discretionary action or exercise any discretionary powers, but shall be required to act or
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the
written direction of the Majority Banks, the Majority Local Currency Banks or the Majority
Japan Local Currency Banks, as applicable (or such other number or percentage of the Banks as
shall be expressly provided for herein, in the Local Currency Addendum or in the Japan Local
Currency Addendum, as applicable), provided that none of the Agent, the Local Currency Agent


63
or the Japan Local Currency Agent shall be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Agent, the Local Currency Agent, the Japan Local
Currency Agent or any of their respective Affiliates to liability or that is contrary to this
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or applicable
law (including for the avoidance of doubt, any action that may be in violation of the automatic
stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of
property of a Defaulting Bank in violation of any Debtor Relief Law).

(b) None of the Agent, the Local Currency Agent or the Japan Local Currency Agent
shall be liable for any action taken or not taken by it (i) with the consent or at the request of the
Majority Banks, the Majority Local Currency Banks or the Majority Japan Local Currency
Banks, as applicable (or as the Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 8.01 and 6.01) or (ii) in the absence of its own gross
negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any
Event of Default or the event or events that give or may give rise to any Event of Default unless
and until the Borrowers or any Bank shall have given notice to the Agent describing such Event
of Default and such event or events.

(c) None of the Agent, any member of the Agent’s Group, the Local Currency Agent
or the Japan Local Currency Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty, representation or other information made or supplied in
or in connection with this Agreement, the Information Memorandum, the Local Currency
Addendum or the Japan Local Currency Addendum, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith or the
adequacy, accuracy and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Event of Default or unmatured Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the
Local Currency Addendum, the Japan Local Currency Addendum or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items
expressly required to be delivered to the Agent.

(d) Nothing in this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum shall require the Agent or any of its Related Parties to carry out any “know
your customer” or other checks in relation to any person on behalf of any Bank and each Bank
confirms to the Agent that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by the Agent or any of
its Related Parties.

SECTION 1.04. Reliance by Agent. Each of the Agent, the Local Currency Agent
and the Japan Local Currency Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Each of the Agent, the Local Currency Agent and the Japan
Local Currency Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the making of an
Advance that by its terms must be fulfilled to the satisfaction of a Bank, a Local Currency Bank
or the Japan Local Currency Bank, the Agent, the Local Currency Agent and the Japan Local
Currency Agent may presume that such condition is satisfactory to such Bank, Local Currency
Bank or the Japan Local Currency Bank, as applicable unless an officer of the Agent, the Local
Currency Agent or the Japan Local Currency Agent, as applicable, responsible for the


64
transactions contemplated hereby shall have received notice to the contrary from such Bank,
Local Currency Bank or Japan Local Currency Bank, as applicable, prior to the making of such
Advance, and in the case of a Borrowing, such Bank, Local Currency Bank or such Japan Local
Currency Bank, as applicable, shall not have made available to the Agent, the Local Currency
Agent or the Japan Local Currency Agent, as applicable, such Bank’s, Local Currency Bank’s or
Japan Local Currency Bank’s, as applicable, ratable portion of such Borrowing. The Agent, the
Local Currency Agent and the Japan Local Currency Agent may consult with legal counsel (who
may be counsel for the Borrowers), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.

SECTION 1.05. Delegation of Duties. The Agent may perform any and all of its
duties and exercise its rights and powers hereunder, under the Local Currency Addendum or
under the Japan Local Currency Addendum by or through any one or more sub-agents appointed
by the Agent. The Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties. Each such sub-
agent and the Related Parties of the Agent and each such sub-agent shall be entitled to the
benefits of all provisions of this Article VII and Section 8.04 (as though such sub-agents were the
“Agent” hereunder or under the Japan Local Currency Addendum) as if set forth in full herein
with respect thereto.

SECTION 1.06. Resignation or Removal of Agent.

(c) The Agent may at any time give notice of its resignation to the Banks and the
Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the
right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States. If
no such successor shall have been so appointed by the Majority Banks and shall have accepted
such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-
day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the
Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and
without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a
successor Agent, the retiring Agent may at any time upon or after the end of the Bank
Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted
appointment as successor Agent and the effective date of such retiring Agent’s resignation which
effective date shall be no earlier than three business days after the date of such notice. Upon the
resignation effective date established in such notice and regardless of whether a successor Agent
has been appointed and accepted such appointment, the retiring Agent’s resignation shall
nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and
obligations as Agent hereunder and (ii) all payments, communications and determinations
provided to be made by, to or through the Agent shall instead be made by or to each Bank
directly, until such time as the Majority Banks appoint a successor Agent as provided for above
in this clause (a).

(d) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the
definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in
writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent
and, in consultation with the Borrowers, appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States.
Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a
qualifying Person shall have been so appointed by the Majority Banks and shall have accepted
such appointment and (y) 30 days after the delivery of the removal notice in writing to the
Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the
Removal Effective Date and regardless of whether a successor Agent has been appointed and


65
accepted such appointment, the removal of such Defaulting Agent shall become effective and (i)
such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder
and (ii) all payments, communications and determinations provided to be made by, to or through
the Agent shall instead be made by or to each Bank directly, until such time as the Majority
Banks appoint a successor Agent as provided for above in this clause (b).

(e) Upon the acceptance of a successor’s appointment as Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
as Agent of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be
discharged from all of its duties and obligations as Agent hereunder (if not already discharged
therefrom as provided above in this Section 7.06). The fees payable by the Borrowers to a
successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the retiring or removed Agent’s resignation or
removal hereunder, or any retiring Local Currency Agent’s resignation or removal under the
Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal
under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04
shall continue in effect for the benefit of such retiring or removed Agent, Local Currency Agent
or Japan Local Currency Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring or removed Agent was
acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the
retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

SECTION 1.07. Non-Reliance on Agents and Other Banks.

(e) Each Bank confirms to the Agent, the Local Currency Agent, the Japan Local
Currency Agent, each other Bank and each of their respective Related Parties that it (i) possesses
(individually or through its Related Parties) such knowledge and experience in financial and
business matters that it is capable, without reliance on the Agent, the Local Currency Agent, the
Japan Local Currency Agent, any other Bank or any of their respective Related Parties, of
evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other
financial matters) of (x) entering into this Agreement, (y) making Advances and other extensions
of credit hereunder and (z) taking or not taking actions hereunder and thereunder, (ii) is
financially able to bear such risks and (iii) has determined that entering into this Agreement and
making Advances and other extensions of credit hereunder is suitable and appropriate for it.

(f) Each Bank acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with this
Agreement and, to the extent such Bank is a party thereto, the Local Currency Addendum and
the Japan Local Currency Addendum, (ii) that it has, independently and without reliance upon
the Agent, the Local Currency Agent, the Japan Local Currency Agent, any other Bank or any of
their respective Related Parties, made its own appraisal and investigation of all risks associated
with, and its own credit analysis and decision to enter into, this Agreement and, to the extent
such Bank is a party thereto, the Local Currency Addendum and the Japan Local Currency
Addendum, based on such documents and information, as it has deemed appropriate and (iii) it
will, independently and without reliance upon the Agent, the Local Currency Agent, the Japan
Local Currency Agent, any other Bank or any of their respective Related Parties, continue to be
solely responsible for making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take action under, this
Agreement and, to the extent such Bank is a party thereto, the Local Currency Addendum and
the Japan Local Currency Addendum, based on such documents and information as it shall from
time to time deem appropriate, which may include, in each case:

(A) the financial condition, status and capitalization of each Borrower;



66
(B) the legality, validity, effectiveness, adequacy or enforceability of
this Agreement, the Notes (with respect to any Bank that has requested a Note),
the Local Currency Addendum (with respect to any Bank party thereto), the Japan
Local Currency Addendum (with respect to any Bank party thereto) and any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith or therewith;

(C) determining compliance or non-compliance with any condition
hereunder to the making of an Advance hereunder and, to the extent such Bank is
a party thereto, under the Local Currency Addendum or the Japan Local Currency
Addendum, and the form and substance of all evidence delivered in connection
with establishing the satisfaction of each such condition subject to confirmation
by the Agent of its receipt of items requested to be delivered as conditions to
lending pursuant to Sections 3.01 and 3.02 hereof;

(D) adequacy, accuracy and/or completeness of the Information
Memorandum and any other information delivered by the Agent, any other Bank
or by any of their respective Related Parties under or in connection with this
Agreement, the transactions contemplated hereby and thereby or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith or therewith.

SECTION 1.05. No Other Duties, etc. Anything herein to the contrary
notwithstanding, none of the Persons acting as Bookrunners or Arrangers listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement, except in its
capacity, as applicable, as the Agent or as a Bank hereunder.

SECTION 1.06. Indemnification. To the extent not reimbursed by the Borrowers
in accordance with Section 8.4 hereof, the Banks agree to indemnify the Agent, the Local
Currency Agent, the Japan Local Currency Agent, the Arrangers and the Co-Syndication Agents
ratably according to the respective principal amounts of the Revolving Credit Advances, Local
Currency Advances or Japan Local Currency Advances, as applicable, then held by each of them
(or if no Revolving Credit Advances, Local Currency Advances or Japan Local Currency
Advances are at the time outstanding, ratably according to the respective amounts of their
Commitments, Local Currency Commitments or Japan Local Currency Commitments, as
applicable), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the Agent, the Local Currency Agent,
the Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents in any way relating
to or arising out of this Agreement, the Local Currency Addendum or the Japan Local Currency
Addendum or any action taken or omitted by the Agent, the Local Currency Agent, the Japan
Local Currency Agent, the Arrangers or the Co-Syndication Agents under this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum; provided that no Bank shall
be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent’s, the Local
Currency Agent’s, the Japan Local Currency Agent’s, the Arrangers’ or the Co-Syndication
Agents’ gross negligence or willful misconduct. Without limitation of the foregoing, each Bank
agrees to reimburse the Agent, the Local Currency Agent, the Japan Local Currency Agent, the
Arrangers and the Co-Syndication Agents promptly upon demand for its ratable share
(determined as specified in the first sentence of this Section 7.09) of any out-of-pocket expenses
(including reasonable outside counsel fees) incurred by the Agent, the Local Currency Agent, the
Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiation, legal proceedings or otherwise) of, or legal advice in respect of


67
rights or responsibilities under, this Agreement, the Local Currency Addendum or the Japan
Local Currency Addendum, to the extent that the Agent, the Local Currency Agent, the Japan
Local Currency Agent, the Arrangers or the Co-Syndication Agents are not reimbursed for such
expenses by the Borrowers.

SECTION 1.10. Bank ERISA Matters.

(a) Each Bank (x) represents and warrants, as of the date such Person became a Bank
party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the
date such Person ceases being a Bank party hereto, for the benefit of, the Agent, and each
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrowers, that at least one of the following is and will be true:

(i) such Bank is not using “plan assets” (within the meaning of the Plan Asset
Regulations or otherwise) of one or more Benefit Plans with respect to such Bank’s
entrance into, participation in, administration of and performance of the Advances, the
Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified
professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain
transactions involving insurance company pooled separate accounts), PTE 91-38 (a class
exemption for certain transactions involving bank collective investment funds) or PTE
96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Bank’s entrance into, participation in, administration of
and performance of the Advances, the Commitments and this Agreement, and the
conditions for exemptive relief thereunder are and will continue to be satisfied in
connection therewith,

(iii) (A) such Bank is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such
Qualified Professional Asset Manager made the investment decision on behalf of such
Bank to enter into, participate in, administer and perform the Advances, the
Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Advances, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are
satisfied with respect to such Bank’s entrance into, participation in, administration of and
performance of the Advances, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in
writing between the Agent, in its sole discretion, and such Bank.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a)
is true with respect to a Bank or (2) a Bank has provided another representation, warranty and
covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank
further (x) represents and warrants, as of the date such Person became a Bank party hereto, to,
and (y) covenants, from the date such Person became a Bank party hereto to the date such Person
ceases being a Bank party hereto, for the benefit of, the Agent, and each Arranger and their
respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers,
that none of the Agent, or any Arranger or any of their respective Affiliates is a fiduciary with
respect to the assets of such Bank involved in such Bank’s entrance into, participation in,
administration of and performance of the Advances, the Commitments and this Agreement


68
(including in connection with the reservation or exercise of any rights by the Agent under this
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any
documents related to hereto or thereto).

As used in this Section, the following terms shall have the following meanings:

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of
ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975
of the Code or (c) any Person whose assets include (for purposes of the Plan Asset Regulations
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such
“employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of
Labor, as any such exemption may be amended from time to time.

SECTION 1.14. Erroneous Payments.

(c) If the Agent (x) notifies a Bank, or any Person who has received funds on behalf
of a Bank (any such Bank or other recipient (and each of their respective successors and assigns),
a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after
receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in
such notice from the Agent) received by such Payment Recipient from the Agent or any of its
Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Bank or other Payment
Recipient on its behalf) (any such funds, whether transmitted or received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and
collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of
the Agent pending its return or repayment as contemplated below in this Section 7.11 and held in
trust for the benefit of the Agent, and such Bank shall (or, with respect to any Payment Recipient
who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in
no event later than two Business Days thereafter (or such later date as the Agent may, in its sole
discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or
portion thereof) as to which such a demand was made, in same day funds (in the currency so
received), together with interest thereon (except to the extent waived in writing by the Agent) in
respect of each day from and including the date such Erroneous Payment (or portion thereof) was
received by such Payment Recipient to the date such amount is repaid to the Agent in same day
funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance
with banking industry rules on interbank compensation from time to time in effect. A notice of
the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest
error.

(d) Without limiting immediately preceding clause (a), each Bank or any Person who
has received funds on behalf of a Bank (and each of their respective successors and assigns),
agrees that if it receives a payment, prepayment or repayment (whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent
(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that
specified in this Agreement or in a notice of payment, prepayment or repayment sent by the
Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that
was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the
Agent (or any of its Affiliates), or (z) that such Bank, or other such recipient, otherwise becomes




69
aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such
case:

(v) it acknowledges and agrees that (A) in the case of immediately preceding
clauses (x) or (y), an error and mistake shall be presumed to have been made (absent
written confirmation from the Agent to the contrary) or (B) an error and mistake has been
made (in the case of immediately preceding clause (z)), in each case, with respect to such
payment, prepayment or repayment; and

(vi) such Bank shall (and shall cause any other recipient that receives funds on
its respective behalf to) promptly (and, in all events, within one Business Day of its
knowledge of the occurrence of any of the circumstances described in immediately
preceding clauses (x), (y) and (z)) notify the Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so
notifying the Agent pursuant to this Section 7.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section
7.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section
7.11(a) or on whether or not an Erroneous Payment has been made.

(e) Each Bank hereby authorizes the Agent to set off, net and apply any and all
amounts at any time owing to such Bank under any Loan Document (including this Agreement),
or otherwise payable or distributable by the Agent to such Bank under any such Loan Document
with respect to any payment of principal, interest, fees or other amounts, against any amount that
the Agent has demanded to be returned under immediately preceding clause (a).

(f) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by
the Agent for any reason, after demand therefor in accordance with immediately preceding
clause (a), from any Bank that has received such Erroneous Payment (or portion thereof) (and/or
from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its
respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”),
upon the Agent’s notice to such Bank at any time, then effective immediately (with the
consideration therefor being acknowledged by the parties hereto), (A) such Bank shall be
deemed to have assigned its Advances (but not its Commitments) with respect to which such
Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to
the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify)
(such assignment of the Advances (but not Commitments) of the Erroneous Payment Impacted
Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount
calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by
the Agent in such instance)), and is hereby (together with the Borrowers) deemed to execute and
deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating
an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to
which the Agent and such parties are participants) with respect to such Erroneous Payment
Deficiency Assignment, and such Bank shall deliver any Notes evidencing such Advances to the
Borrowers or the Agent (but the failure of such Person to deliver any such Notes shall not affect
the effectiveness of the foregoing assignment), (B) the Agent as the assignee Bank shall be
deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed
acquisition, the Agent as the assignee Bank shall become a Bank, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment and the assigning Bank shall cease to
be a Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency
Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification
provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Bank, (D) [RESERVED], and (E) the Agent will reflect in the Register its ownership
interest in the Advances subject to the Erroneous Payment Deficiency Assignment. For the


70
avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the
Commitments of any Bank and such Commitments shall remain available in accordance with the
terms of this Agreement.

(i) Subject to Section 8.07, the Agent may, in its discretion, sell any
Advances (provided that no sales of such Advances shall be made to a Defaulting Bank)
acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of
the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the
applicable Bank shall be reduced by the net proceeds of the sale of such Advance (or
portion thereof), and the Agent shall retain all other rights, remedies and claims against
such Bank (and/or against any recipient that receives funds on its respective behalf). In
addition, an Erroneous Payment Return Deficiency owing by the applicable Bank (x)
shall be reduced by the proceeds of prepayments or repayments of principal and interest,
or other distribution in respect of principal and interest, received by the Agent on or with
respect to any such Advances acquired from such Bank pursuant to an Erroneous
Payment Deficiency Assignment (to the extent that any such Advances are then owned by
the Agent) and (y) may, in the sole discretion of the Agent, be reduced by any amount
specified by the Agent in writing to the applicable Bank from time to time.

(g) The parties hereto agree that (x) irrespective of whether the Agent may be
equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not
recovered from any Payment Recipient that has received such Erroneous Payment (or portion
thereof) for any reason, the Agent shall be subrogated to all the rights and interests of such
Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf
of a Bank, to the rights and interests of such Bank, as the case may be) under this Agreement and
the other Loan Documents, with respect to such amount (the “Erroneous Payment Subrogation
Rights”) (provided that the Borrowers’ obligations under this Agreement and the other Loan
Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of
such obligations in respect of Advances that have been assigned to the Agent under an Erroneous
Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by a Borrower; provided that this Section
7.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of
increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the
amount (and/or timing for payment) of the Obligations that would have been payable had such
Erroneous Payment not been made by the Agent; provided, further, that for the avoidance of
doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such
Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is,
comprised of funds received by the Agent from the Borrowers for the purpose of making such
Erroneous Payment.

(h) To the extent permitted by applicable law, no Payment Recipient shall assert any
right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,
counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Agent for the return of any Erroneous Payment received, including, without
limitation, any defense based on “discharge for value” or any similar doctrine.

(i) Each party’s obligations, agreements and waivers under this Section 7.11 shall
survive the resignation or replacement of the Agent, the termination of the Commitments and/or
the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under this
Agreement or any other Loan Document.




71
ARTICLE VIII
MISCELLANEOUS

SECTION 1.08. Amendments, Etc.

(a) No amendment or waiver of any provision of this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum or the Notes, nor consent to any departure by
any Borrower therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Borrowers and the Majority Banks, the Majority Local Currency Banks or the
Majority Japan Local Currency Banks, as the case may be, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by all the
Banks, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02,
or 3.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve
an increase in the aggregate outstanding amount of Advances over the aggregate amount of
Advances outstanding immediately prior to such Borrowing), (b) increase the Commitments of
the Banks (other than pursuant to Section 2.05(c)), increase the Local Currency Commitments,
increase the Japan Local Currency Commitments, or subject the Banks to any additional
obligations, (c) reduce or forgive the principal of, or the rate or amount of interest on, the
Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any
payment of principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (e) change the definition of “Majority Banks,” “Majority Local Currency Banks” or
“Majority Japan Local Currency Banks,” or the percentage of the Commitments or of the
aggregate unpaid principal amount of the Advances, or the number of Banks, which shall be
required for the Banks, or any of them, to take any action hereunder, under the Local Currency
Addendum or under the Japan Local Currency Addendum, or the percentage of the Local
Currency Commitments or Japan Local Currency Commitments or the aggregate unpaid Local
Currency Advances or Japan Local Currency Advances, or the number of Local Currency Banks
or Japan Local Currency Banks, which shall be required for the Local Currency Banks or the
Japan Local Currency Banks, as applicable, or any of them, to take any action hereunder, under
the Local Currency Addendum or under the Japan Local Currency Addendum, as applicable, (f)
amend, modify, or otherwise release CFSC from its obligations under, Article IX hereof or (g)
amend this Section 8.01; and provided, further, that no amendment, waiver or consent shall,
unless in writing and signed by the Agent and the Local Currency Agent or the Japan Local
Currency Agent, as applicable, in addition to the Borrower and the Banks required above to take
such action, affect the rights or duties of the Agent, the Local Currency Agent or the Japan Local
Currency Agent, as applicable, under this Agreement, the Local Currency Addendum, the Japan
Local Currency Addendum or any Note.

(b) Anything herein to the contrary notwithstanding, during such period as a Bank is
a Defaulting Bank, to the fullest extent permitted by applicable law, such Bank will not be
entitled to vote in respect of amendments and waivers hereunder and the Commitment and the
outstanding Advances or other extensions of credit of such Bank hereunder will not be taken into
account in determining whether the Majority Banks or all of the Banks, as required, have
approved any such amendment or waiver (and the definition of “Majority Banks” will
automatically be deemed modified accordingly for the duration of such period); provided, that
any such amendment or waiver that would increase the Commitment of such Defaulting Bank or
subject such Defaulting Bank to any additional obligations, postpone the date fixed for any
payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal
of, or interest on, the Advances or any fees or other amounts owing to such Defaulting Bank
hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.




72
SECTION 1.09. Notices; Communications, Etc.

(a) All notices, demands, requests, consents and other Communications provided for
in this Agreement shall be given in writing, or by any telecommunication device capable of
creating a written record (including electronic mail, except with respect to (x) service of process
to any party or (y) communications to any Bank that has previously notified the Agent and the
Borrowers that electronic mail is not an acceptable delivery method), and addressed to the party
to be notified as follows:

(i) if to Caterpillar

Caterpillar Inc.
100 N.E. Adams Street
Peoria, IL 61629-5370
Attention of: Director - Corporate Finance Services
Telecopier No.: 309-578-7909
E-Mail Address: cook_adam_j@cat.com

with a copy to:

Caterpillar Inc.
5205 N. O'Connor Boulevard, Suite 100
Irving, Texas 75039
Attention: Legal Services – Enterprise Governance & Finance Group
Telecopier No.: 309-992-6964
E-Mail Address: david.nimmons@cat.com

(ii) if to CFSC, CIF or CFKK

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attention of: Treasurer
Telecopier No.: 309-675-1188
E-Mail Address: derek.jacobs@cat.com
with a copy to:

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attention: Legal Department – Securities Group
Telecopier No.: 615-341-1083
E-Mail Address: david.nimmons@cat.com

(iii) if to the Agent

Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 646-274-5080
E-Mail Address: glagentofficeops@citi.com



73
with a copy to:

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention of: Lisa Stevens Harary
Telecopier No.: 212-816-3107
E-Mail Address: lisa.stevensharary@citi.com

(iv) if to any other Bank, to its address (or telecopier number or e-mail
address) set forth in its Administrative Questionnaire;

or at such other address as shall be notified in writing (x) in the case of the Borrowers or the
Agent, to the other parties and (y) in the case of all other parties, to the Borrowers and the Agent.

(f) Except as otherwise provided in this Agreement, all notices, demands, requests,
consents and other Communications described in clause (a) shall be effective (i) if delivered by
hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail,
when received by the intended recipient, (iii) if delivered by posting to an Approved Electronic
Platform, an Internet website or a similar telecommunication device requiring that a user have
prior access to such Approved Electronic Platform, website or other device (to the extent
permitted by this Section 8.02 to be delivered thereunder), when such notice, demand, request,
consent and other communication shall have been made generally available on such Approved
Electronic Platform, Internet website or similar device to the class of Person being notified
(regardless of whether any such Person must accomplish, and whether or not any such Person
shall have accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user agreement or
undertaking a duty of confidentiality) and such Person has been notified in respect of such
posting that a communication has been posted to the Approved Electronic Platform and (iv) if
delivered by electronic mail or any other telecommunications device, when received by the
intended recipient; provided, however, that notices and communications to the Agent pursuant to
Article II or Article VII shall not be effective until received by the Agent. If any notice, demand,
request or other communication related to an Event of Default (including, without limitation, any
notice of a failure to make a required payment), is delivered by the Agent or any Bank to the
Borrower by electronic mail or any other telecommunications device, the Agent or such Bank, as
applicable, shall promptly deliver a duplicate copy of such notice, demand, request or other
communication to the Borrower by hand (including by overnight courier service) or by mail.

(g) Notwithstanding clauses (a) and (b) (unless the Agent and the Borrowers agree
that the provisions of clause (a) and (b) be followed) and any other provision in this Agreement
providing for the delivery of any Approved Electronic Communication by any other means, the
Borrowers shall deliver all Approved Electronic Communications to the Agent by properly
transmitting such Approved Electronic Communications in an electronic/soft medium in a format
reasonably acceptable to the Agent to oploanswebadmin@citigroup.com or such other electronic
mail address (or similar means of electronic delivery) as the Agent may notify to the Borrowers.
Nothing in this clause (c) shall prejudice the right of the Agent or any Bank to deliver any
Communication to any Borrower in any manner authorized in this Agreement or to request that
the Borrowers effect delivery in such manner.

(h) Each of the Banks and each Borrower agree that the Agent may, but shall not be
obligated to, make the Approved Electronic Communications available to the Banks by posting
such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic
platform chosen by the Agent to be its electronic transmission system (the “Approved Electronic
Platform”).


74
(i) Although the Approved Electronic Platform and its primary web portal are
secured with generally-applicable security procedures and policies implemented or modified by
the Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/
Password Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved
Electronic Platform only on a deal-by-deal basis, each of the Banks and each Borrower
acknowledges and agrees that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of
which is hereby acknowledged, each of the Banks and each Borrower hereby approves
distribution of the Approved Electronic Communications through the Approved Electronic
Platform and, subject to subsection (f) below, understands and assumes the risks of such
distribution.

(j) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED
ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
NONE OF THE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S GROUP
WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED
ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM
AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM, EXCEPT FOR ERRORS OR OMISSIONS RESULTING FROM
AGENT’S OR AGENT GROUP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM.

(k) Each of the Banks and each Borrower agree that the Agent may, but (except as
may be required by applicable law) shall not be obligated to, store the Approved Electronic
Communications on the Approved Electronic Platform in accordance with the Agent’s generally-
applicable document retention procedures and policies.
SECTION 1.010. No Waiver; Remedies. No failure on the part of any party hereto
to exercise, and no delay in exercising, any right hereunder, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

SECTION 1.011. Costs, Expenses and Taxes.

(b) Caterpillar agrees to pay on written demand all reasonable costs and expenses of
the Agent, the Local Currency Agent, the Japan Local Currency Agent, each of the Arrangers
and each of the Co-Syndication Agents in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Local Currency Addendum,
the Japan Local Currency Addendum, the Notes and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Agent, the Local Currency Agent, the Japan Local Currency Agent, each of the
Arrangers and each of the Co-Syndication Agents with respect thereto and with respect to
advising the Agent, the Local Currency Agent, the Japan Local Currency Agent, each of the


75
Arrangers and each of the Co-Syndication Agents as to their rights and responsibilities under this
Agreement, the Local Currency Addendum and the Japan Local Currency Addendum. The
Borrowers further agree to pay all costs and expenses, if any (including, without limitation,
reasonable counsel fees and expenses of the Banks), of the Agent, the Banks, the Local Currency
Agent, the Japan Local Currency Agent, each of the Arrangers and each of the Co-Syndication
Agents in connection with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the Local Currency Addendum, the Japan Local Currency
Addendum, the Notes and the other documents to be delivered hereunder. If any such costs or
expenses are attributable to a particular Borrower, such costs or expenses shall be paid by such
Borrower. In all other cases, such costs or expenses shall be paid by Caterpillar.

(c) If any payment of principal of any Term SOFR Advance, EURIBOR Rate
Advance or RFR Advance is made other than on the last day of the Interest Period for such
Advance, as a result of a payment pursuant to Section 2.09 or acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, or if the Banks receive payments
from an Added Bank in connection with the purchase of a participation in Term SOFR
Advances, EURIBOR Rate Advances or RFR Advances by such Added Bank pursuant to
Section 2.05(d), the applicable Borrower shall, upon demand by any Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such Bank any amounts as such Bank
shall reasonably determine in good faith to be required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably incur as a result of such payment.
Such indemnification shall include, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to
fund or maintain such Advance; provided, however, that any indemnification for such losses,
costs and expenses shall be limited to an amount equal to (i) the principal amount of the Advance
paid by such Borrower or the amount of the participation purchased by such Added Bank, as the
case may be, times (ii) the number of days remaining in the Interest Period applicable to such
Advance (which shall be deemed to be one month for RFR Advances), divided by (x) 360 for
Term SOFR Advances or EURIBOR Rate Advances and (y) 365 or 366, as applicable, for RFR
Advances, times (iii) the interest differential between the interest rate applicable to such Advance
and the rate of interest which would apply on an Advance to such Borrower of the same Type
requested on the date of such payment by such Borrower for an Interest Period which most
nearly approximates the remaining term of the Interest Period applicable to the Advance paid by
such Borrower. A certificate describing in reasonable detail the amount of such losses, costs and
expenses, and specifying therein the Type of loan in reference to which such Bank shall have
made its calculations thereof (the “Reference Investment”), submitted to such Borrower and the
Agent by such Bank, shall create a rebuttable presumption of the rate applicable to the Reference
Investment identified therein. In making any determination under this Section 8.04(b), each
Bank shall use reasonable efforts to minimize the amount payable by such Borrower hereunder
to such Bank, provided that such action does not result in any additional cost, loss or expense for
such Bank and is not otherwise disadvantageous to such Bank.

(d) The Borrowers severally agree to indemnify and hold harmless each of the Agent,
the Local Currency Agent, the Japan Local Currency Agent, each Bank, each Local Currency
Bank, each Japan Local Currency Bank, each Arranger and each Co-Syndication Agent and each
of their Affiliates, directors, officers and employees from and against any and all claims,
damages, liabilities and expenses (including, without limitation, reasonable fees and
disbursements of outside counsel) which may be incurred by or asserted against the Agent, the
Local Currency Agent, the Japan Local Currency Agent, such Bank, such Local Currency Bank,
such Japan Local Currency Bank, such Arranger or such Co-Syndication Agent or any of its or
their respective Affiliates, directors, officers, members, partners, agents, or employees in
connection with or arising out of the Loan Documents or the transactions contemplated hereby,
including but not limited to any investigation, litigation, or proceeding (i) related to any
transaction or proposed transaction (whether or not consummated) in which any proceeds of any


76
Borrowing are applied or proposed to be applied, directly or indirectly, by such Borrower,
whether or not the Agent, the Local Currency Agent, the Japan Local Currency Agent, such
Bank, such Local Currency Bank, such Japan Local Currency Bank, such Arranger or such Co-
Syndication Agent or any such director, officer or employee is a party to such transactions or
(ii) related to such Borrower’s entering into this Agreement, the Local Currency Addendum or
the Japan Local Currency Addendum, or to any actions or omissions of such Borrower, any of its
Subsidiaries or Affiliates or any of its or their respective officers, members, partners, agents,
directors or employees in connection therewith. If any such claims, damages, liabilities and
expenses are attributable to a particular Borrower, such indemnity shall be provided by such
Borrower. In all other cases, such indemnity shall be provided by Caterpillar. No Borrower
shall be required to indemnify any such indemnified Person from or against any portion of such
claims, damages, liabilities or expenses (x) arising out of the gross negligence or willful
misconduct of such indemnified Person or (y) that result from the violation in any material
respect by such indemnified Person of any law, regulation, ordinance, or judicial or
governmental agency order.

(e) The Borrowers’ obligations under this Section 8.04 shall survive the termination
of this Agreement and repayment of all Advances.

SECTION 1.012. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default with respect to a Borrower and (ii) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the
Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each
Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Bank to or for the credit
or the account of such Borrower against any and all of the obligations of such Borrower now or
hereafter existing under this Agreement, the Local Currency Addendum, the Japan Local
Currency Addendum, and any Note of such Borrower held by such Bank, irrespective of whether
or not such Bank shall have made any demand under this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum, or such Note and although such obligations
may be unmatured. Each Bank agrees to immediately notify such Borrower and the Agent by
facsimile or electronic mail after any such set-off and application made by such Bank, provided
that the failure to give such notice shall not affect the validity of such set off and application.
The rights of each Bank under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Bank may have. In the event
that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid
over immediately to the Agent for further application in accordance with the provisions of
Section 2.17 and, pending such payment, will be segregated by such Defaulting Bank from its
other funds and deemed held in trust for the benefit of the Agent and the other Banks and (y) the
Defaulting Bank will provide promptly to the Agent a statement describing in reasonable detail
the obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

SECTION 1.013. Binding Effect. This Agreement shall be deemed to have become
effective as of September 1, 2022 when it shall have been executed by the Borrowers, the Local
Currency Agent, the Japan Local Currency Agent, and the Agent and when the Agent shall have
been notified by each Bank that such Bank has executed it and thereafter this Agreement shall be
binding upon and inure to the benefit of the Borrowers, the Agent, the Local Currency Agent, the
Japan Local Currency Agent, and each Bank and their respective successors and assigns, except
that no Borrower shall have the right to assign its rights hereunder or any interest herein without
the prior written consent of all the Banks.




77
SECTION 1.014. Assignments and Participations.

(a) (i) Each Bank may, upon not less than one (1) Business Day’s prior notice to the
Agent and with the prior written consent of the Agent (which shall not be required in the case of
an assignment by a Bank to another Bank or a Bank’s Affiliate), Caterpillar and CFSC (in each
case, which consents shall not be unreasonably withheld or delayed; provided, that each of
Caterpillar and CFSC shall be deemed to have consented to any assignment unless such
Borrowers shall object thereto by written notice to the Agent within ten (10) Business Days after
having received notice thereof; provided, further, that no consent of Caterpillar or CFSC shall be
required in connection with any assignment (x) to a Bank or a Bank’s Affiliate or (y) to an
Eligible Financial Institution if an Event of Default has occurred and is continuing) assign to one
or more of such Bank’s Affiliates or to one or more other Banks (or to any Affiliate of such
Bank) or to one or more banks or other entities all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, Revolving
Credit Commitment, its Local Currency Commitment, its Japan Local Currency Commitment, if
applicable, the Advances owing to it and any Note or Notes held by it); provided, however, that
(A) each such assignment shall be of a constant, and not a varying, percentage of all of the
assigning Bank’s rights and obligations under this Agreement, and shall be in an amount not less
than the lesser of (x) $5,000,000 and (y) the remaining amount of the assigning Bank’s
Commitment (calculated as at the date of such assignment) or outstanding Advances (if such
Bank’s Commitment has been terminated), (B) no such assignment shall result in any Bank
having a Commitment which is more than 20% of the Total Commitment, (C) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance (but not consent), an
Assignment and Acceptance, together with any Note or Notes subject to such assignment and,
other than in connection with assignments to a Bank’s Affiliate, a processing and recordation fee
of $3,500 (which fee may be waived by the Agent in its sole discretion), (D) no such assignment
shall be made to any Borrower or any of such Borrower’s Affiliates or Subsidiaries and (E) no
such assignment will be made to any Defaulting Bank or any of its subsidiaries, or any Person
who, upon becoming a Bank hereunder, would be a Defaulting Bank.

(i) Upon such execution, delivery and acceptance of any such Assignment
and Acceptance, from and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall, in addition to the rights and obligations
hereunder held by it immediately prior to such effective date (if any), have the rights and
obligations hereunder that have been assigned to it pursuant to such Assignment and
Acceptance and (y) the Bank assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under this
Agreement, the Local Currency Addendum, if applicable, and the Japan Local Currency
Addendum, if applicable (and, in the case of an Assignment and Acceptance covering all
or the remaining portion of an assigning Bank’s rights and obligations under this
Agreement, the Local Currency Addendum, if applicable, and the Japan Local Currency
Addendum, if applicable, such Bank shall cease to be a party hereto and thereto).
Notwithstanding any assignment, each assigning Bank shall continue to have the benefits
and obligations of a “Bank” under Section 2.12, Section 8.04 and Section 8.14 hereof to
the extent of any Commitments or Advances assigned in accordance herewith.

(f) By executing and delivering an Assignment and Acceptance, the Bank assignor
thereunder and the assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning
Bank makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement, the
Local Currency Addendum or the Japan Local Currency Addendum or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, the Local Currency


78
Addendum, the Japan Local Currency Addendum, or any other instrument or document
furnished pursuant hereto or thereto; and (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto.

(g) The Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amounts of the Advances owing to, each Bank pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be prima facie
evidence of such matters, and the Borrowers, the Agent, the Local Currency Agent, the Japan
Local Currency Agent and the Banks may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers or any Bank at any reasonable time and from time to time upon reasonable prior
notice.

(h) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank
and an assignee, together with the Notes, if any, subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the form of Exhibit
C-1 hereto, (i) accept such Assignment and Acceptance, and (ii) give prompt notice thereof to the
Borrowers. Within five (5) Business Days after its receipt of such notice, each Borrower, at its
own expense, shall execute and deliver to the Agent in exchange for any surrendered Note of
such Borrower a new Note, if requested, to the order of such assignee and, if the assigning Bank
has retained a Commitment hereunder and requested a new Note, a new Note of such Borrower
to the order of the assigning Bank. Such new Note or Notes, if requested, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in substantially the
form of Exhibit A hereto.

(i) Each Bank may sell participations to one or more banks or other entities in or to
all or a portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, Revolving Credit Commitment, Local Currency
Commitment, if applicable, Japan Local Currency Commitment, if applicable, the Advances
owing to it and the Notes, if any, held by it); provided, however, that (i) such Bank’s obligations
under this Agreement (including, without limitation, its Commitment to the Borrowers
hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the
Borrowers, the other Banks and the Agent for the performance of such obligations, (iii) such
Bank shall remain the holder of any such Notes for all purposes of this Agreement, and (iv) the
Borrowers, the Agent and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Bank sells such a participation shall provide that
such Bank shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Bank will not, without the consent of the participant, agree to
any amendment, modification or waiver described in the first proviso to Section 8.01(a) that
affects such participant.

(j) Notwithstanding the foregoing, any Bank may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement (including, without
limitation, rights to payments of principal of and/or interest on the Advances) to secure
obligations of such Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or any central bank having jurisdiction over such Bank, without prior notice to or
consent of the Borrowers or the Agent; provided that no such pledge or assignment shall release


79
such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for
such Bank as a party hereto.

SECTION 1.015. Governing Law; Submission to Jurisdiction; Service of Process.

(l) This Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York (without regard for conflict of law principles that would
result in the application of any law other than the internal law of the State of New York).

(m) Each of the Agent, the Local Currency Agent, the Japan Local Currency Agent,
each Bank, each Local Currency Bank, each Japan Local Currency Bank and each Borrower
hereby (i) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an
inconvenient forum to the maintenance of any action or proceeding brought in accordance with
Section 8.08(c); and (ii) agrees that a final judgment in any action brought in accordance with
Section 8.08(c) or proceeding may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each Borrower irrevocably consents to the service of
process of any of the aforesaid courts in any such action or proceeding by the mailing or delivery
of a copy of such process to The Corporation Trust Company, as its agent for the purpose of
accepting such process, at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.

(n) Each Borrower irrevocably submits to the exclusive jurisdiction (or, solely in the
case of CFKK and CIF, to the non-exclusive jurisdiction) of (A) any New York State or United
States federal court sitting in New York City (and any appellate court hearing appeals from any
such court), (B) any Illinois State or United States federal court sitting in Chicago, Illinois (and
any appellate court hearing appeals from any such court) and (C) any United States federal court
sitting in Nashville, Tennessee (and any appellate court hearing appeals from any such court), in
each case, in connection with any action or proceeding arising out of or relating to this
Agreement and hereby irrevocably agrees that all claims in respect of any such action or
proceeding shall be heard (and with respect to CFKK and CIF may be heard) and determined in
any such New York State court sitting in New York City or Illinois State court sitting in
Chicago, Illinois or, to the extent permitted by law, in such federal court sitting in New York
City, Chicago, Illinois or Nashville, Tennessee. Each of the Agent, the Local Currency Agent,
the Japan Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local
Currency Bank hereby submits to the non-exclusive jurisdiction of any New York State or
United States federal court sitting in New York City (and any appellate court hearing appeals
from any such court).

(o) Nothing in this Section 8.08 shall affect the right of any Borrower, the Agent, the
Local Currency Agent, the Japan Local Currency Agent, any Bank, any Local Currency Bank or
any Japan Local Currency Bank to serve legal process in any other manner permitted by law.

(p) Nothing in this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum shall affect any right that the Agent, the Local Currency Agent, the Japan
Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local Currency
Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Local
Currency Addendum or the Japan Local Currency Addendum against any Borrower or its
properties in the courts of any jurisdiction.

SECTION 1.016. Caterpillar as Agent for the Borrowers. CFSC, CIF and CFKK
hereby appoint Caterpillar as their agent for purposes of giving notice to or otherwise advising
the Agent or the Banks in such instances where this Agreement calls for notice or advice from
the Borrowers rather than from a specific Borrower (Caterpillar, in such capacity, being referred
to herein as the “Borrower Agent”). The Banks and the Agent may assume that any advice given


80
to them by Caterpillar in respect of the Borrowers validly represents the collective decision of the
Borrowers, and the Banks and the Agent may rely upon such advice in all instances. Each of
CIF and CFKK hereby irrevocably waives, to the fullest possible extent, any defense of forum
non conveniens.

SECTION 1.10. Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due under this Agreement, under the Local Currency
Addendum, under the Japan Local Currency Addendum or under any of the Notes in any
currency (the “Original Currency”) into another currency (the “Other Currency”), the parties
hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Agent could purchase the Original
Currency with the Other Currency on the Business Day preceding that on which final judgment
is given. To the fullest extent permitted by applicable law, the obligation of any Borrower in
respect to any sum due in the Original Currency to the Agent or any Bank shall, notwithstanding
any judgment in an Other Currency, be discharged only to the extent that on the Business Day
following receipt by the Agent or such Bank, as applicable, of any sum adjudged to be so due in
the Other Currency, the Agent or such Bank, as applicable, may in accordance with normal
banking procedures purchase the Original Currency with the Other Currency; if the amount of
the Original Currency so purchased is less than the sum originally due to the Agent or such
Bank, as applicable, in the Original Currency, the applicable Borrower or Borrowers agree, as a
separate obligation and notwithstanding any such judgment, to indemnify the Agent or such
Bank, as applicable, against such loss, and if the amount of the Original Currency so purchased
exceeds the sum originally due the Agent or such Bank in the Original Currency, the Agent or
such Bank, as applicable, agrees to remit to the applicable Borrower or Borrowers such excess.

SECTION 1.11. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. A facsimile or PDF copy of any signature hereto shall
have the same effect as the original of such signature. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to any document to be signed in
connection with this Agreement and the transactions contemplated hereby shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that, in respect of documents to be signed by entities established within the European Union, the
Electronic Signature qualifies as a “qualified electronic signature” within the meaning of the
Regulation (EU) n°910/2014 of the European parliament and of the Council of 23 July 2014 on
electronic identification and trust services for electronic transaction in the internal market as
amended from time to time and provided that nothing herein shall require the Agent to accept
Electronic Signatures in any form or format without its prior written consent. For purposes
hereof, “Electronic Signature” means electronic symbol or process attached to, or associated
with, a contract or other record and adopted by a person or entity with the intent to sign,
authenticate or accept such contract or record.

SECTION 1.12. Waiver of Jury Trial. EACH BORROWER, THE AGENT, THE
LOCAL CURRENCY AGENT, THE JAPAN LOCAL CURRENCY AGENT, EACH BANK,
EACH LOCAL CURRENCY BANK AND EACH JAPAN LOCAL CURRENCY BANK
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE
PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS


81
CONTEMPLATED BY THIS AGREEMENT, THE LOCAL CURRENCY ADDENDUM, THE
JAPAN LOCAL CURRENCY ADDENDUM, OR ANY NOTE. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

SECTION 1.13. USA Patriot Act Notification. The following notification is
provided to the Borrowers pursuant to Section 326 of the USA Patriot Act and is effective for the
Agent, the Local Currency Agent, the Japan Local Currency Agent and each of the Banks:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government of the United States of America fight the funding of
terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an account,
including any deposit account, treasury management account, loan, other extension of credit, or
other financial services product. Accordingly, when any Borrower opens an account, the Agent
and the Banks will ask for the Borrower’s name, tax identification number (if applicable),
business address, and other information that will allow the Agent and the Banks to identify such
Borrower. The Agent and the Banks may also ask to see such Borrower’s legal organizational
documents or other identifying documents.

SECTION 1.14. Confidentiality. Each of the Agent, the Local Currency Agent, the
Japan Local Currency Agent, each Bank, each Local Currency Bank and each Japan Local
Currency Bank agrees to maintain the confidentiality of the Information (as defined below) in
accordance with its customary procedures, so long as such procedures provide for a reasonable
standard of care (with such standard of care being at least the same standard of care as such
Person would exercise to maintain the confidentiality of its own confidential information), except
that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
managers, administrators, trustees, partners, directors, members, officers, employees, agents,
advisors and other representatives who are involved in the transactions contemplated hereby or
otherwise have a need to know (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent required, in the reasonable determination of the
disclosing party, by any regulatory authority purporting to have jurisdiction over it or its
Affiliates (including any self-regulatory authority, such as the National Association of Insurance
Commissioners) including in connection with any pledge or assignment permitted under Section
8.07(f), (c) to the extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party hereto, (e) in connection with the administration of the
facility and the exercise of any remedies hereunder, under the Local Currency Addendum, under
the Japan Local Currency Addendum or under any other document related to or executed in
connection herewith or therewith or any action or proceeding relating to this Agreement, the
Local Currency Addendum, the Japan Local Currency Addendum or any other document related
to or executed in connection herewith or therewith or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section (except that such agreement shall not contain the exceptions listed in (i) through (iv)
of this clause (f)), to (i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective party (or its managers, administrators, trustees, partners, members, directors,
officers, employees, agents, advisors and other representatives), surety, reinsurer, guarantor or
credit liquidity enhancer (or their advisors) to or in connection with any swap, derivative or other
similar transaction under which payments are to be made by reference to this Agreement, the
obligations of the Borrowers hereunder or payments hereunder, (iii) to any rating agency when
required by it (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information


82
confidential), or (iv) the CUSIP Service Bureau or any similar organization (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (g) with the consent of
the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section or any other breach of an obligation of confidentiality or (y)
becomes available to the Agent, the Local Currency Agent, the Japan Local Currency Agent, any
Bank, any Local Currency Bank, any Japan Local Currency Bank or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrowers.

For purposes of this Section, “Information” means all information received from the
Borrowers or any of their respective Subsidiaries relating to the Borrowers or any of their
respective Subsidiaries or any of their respective businesses, other than any such information that
is available to the Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank,
any Local Currency Bank and any Japan Local Currency Bank on a nonconfidential basis prior to
disclosure by the Borrowers or any of their respective Subsidiaries, provided that, in the case of
information received from the Borrowers or any of their respective Subsidiaries after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information, but in no event less than a reasonable degree of care.

SECTION 1.15. Treatment of Information.

(a) Certain of the Banks may enter into this Agreement, the Local Currency
Addendum and/or the Japan Local Currency Addendum and take or not take action hereunder or
thereunder on the basis of information that does not contain Restricting Information. Other
Banks may enter into this Agreement, the Local Currency Addendum and/or the Japan Local
Currency Addendum and take or not take action hereunder or thereunder on the basis of
information that may contain Restricting Information. Each Bank acknowledges that United
States federal and state securities laws prohibit any person from purchasing or selling securities
on the basis of material, non-public information concerning an issuer of such securities or,
subject to certain limited exceptions, from communicating such information to any other Person.
Neither the Agent nor any of its Related Parties shall, by making any Communications (including
Restricting Information) available to a Bank, by participating in any conversations or other
interactions with a Bank or otherwise, make or be deemed to make any statement with regard to
or otherwise warrant that any such information or Communication does or does not contain
Restricting Information nor shall the Agent or any of its Related Parties be responsible or liable
in any way for any decision a Bank may make to limit or to not limit its access to Restricting
Information. In particular, none of the Agent nor any of its Related Parties (i) shall have, and the
Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain
or inquire as to whether or not a Bank has or has not limited its access to Restricting Information,
such Bank’s policies or procedures regarding the safeguarding of material, nonpublic
information or such Bank’s compliance with applicable laws related thereto or (ii) shall have, or
incur, any liability to any Borrower or Bank or any of their respective Related Parties arising out
of or relating to the Agent or any of its Related Parties providing or not providing Restricting
Information to any Bank.

(b) Each Borrower agrees that (i) all Communications it provides to the Agent
intended for delivery to the Banks whether by posting to the Approved Electronic Platform or
otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not
contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each
Borrower shall be deemed to have authorized the Agent and the Banks to treat such


83
Communications as either publicly available information or not material information (although,
in this latter case, such Communications may contain sensitive business information and,
therefore, remain subject to the confidentiality undertakings of Section 8.14) with respect to such
Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all
Communications marked “PUBLIC” may be delivered to all Banks and may be made available
through a portion of the Approved Electronic Platform designated “Public Side Information,”
and (iv) the Agent shall be entitled to treat any Communications that are not marked “PUBLIC”
as Restricting Information and may post such Communications to a portion of the Approved
Electronic Platform not designated “Public Side Information.” Neither the Agent nor any of its
Affiliates shall be responsible for any statement or other designation by a Borrower regarding
whether a Communication contains or does not contain material non-public information with
respect to any of the Borrowers or their securities nor shall the Agent or any of its Affiliates
incur any liability to any Borrower, any Bank or any other Person for any action taken by the
Agent or any of its Affiliates based upon such statement or designation, including any action as a
result of which Restricting Information is provided to a Bank that may decide not to take access
to Restricting Information. Nothing in this Section 8.15 shall modify or limit a Bank’s
obligations under Section 8.14 with regard to Communications and the maintenance of the
confidentiality of or other treatment of Information.

(c) Each Bank acknowledges that circumstances may arise that require it to refer to
Communications that might contain Restricting Information. Accordingly, each Bank agrees that
it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact
information) on such Bank’s Administrative Questionnaire. Each Bank agrees to notify the
Agent from time to time of such Bank’s designee’s e-mail address to which notice of the
availability of Restricting Information may be sent by electronic transmission.

(d) Each Bank acknowledges that Communications delivered hereunder, under the
Local Currency Addendum and under the Japan Local Currency Addendum may contain
Restricting Information and that such Communications are available to all Banks generally.
Each Bank that elects not to take access to Restricting Information does so voluntarily and, by
such election, acknowledges and agrees that the Agent and other Banks may have access to
Restricting Information that is not available to such electing Bank. None of the Agent nor any
Bank with access to Restricting Information shall have any duty to disclose such Restricting
Information to such electing Bank or to use such Restricting Information on behalf of such
electing Bank, and shall not be liable for the failure to so disclose or use, such Restricting
Information.

(e) The provisions of the foregoing clauses of this Section 8.15 are designed to assist
the Agent, the Banks and the Borrowers, in complying with their respective contractual
obligations and applicable law in circumstances where certain Banks express a desire not to
receive Restricting Information notwithstanding that certain Communications hereunder, under
the Local Currency Addendum or under the Japan Local Currency Addendum or other
information provided to the Banks hereunder or thereunder may contain Restricting Information.
Neither the Agent nor any of its Related Parties warrants or makes any other statement with
respect to the adequacy of such provisions to achieve such purpose nor does the Agent or any of
its Related Parties warrant or make any other statement to the effect that Borrower’s or Bank’s
adherence to such provisions will be sufficient to ensure compliance by such Borrower or Bank
with its contractual obligations or its duties under applicable law in respect of Restricting
Information and each of the Banks and each Borrower assumes the risks associated therewith.

SECTION 1.11. Amendment and Restatement. The Borrowers, the Banks, the
Agent, the Japan Local Currency Agent and the Local Currency Agent each agree that, upon (i)
the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or


84
waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the
terms and provisions of the Existing Credit Agreement shall be and hereby are amended,
superseded and restated in their entirety by the terms and provisions of this Agreement. This
Agreement is not intended to and shall not constitute a novation of the Existing Credit
Agreement or the Debt created thereunder. The commitment of each Bank that is a party to the
Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the
only commitments shall be those hereunder. Without limiting the foregoing, upon the
effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are
outstanding on the Closing Date shall continue as Advances under (and shall be governed by the
terms of) this Agreement, (b) all obligations under the Existing Credit Agreement with any Bank
or any Affiliate of any Bank which are outstanding on the Closing Date shall continue as
obligations under this Agreement, and (c) the Agent shall have full power and authority to
allocate the Commitments and Revolving Credit Commitments of the Banks as in effect
immediately prior to the Closing Date such that, immediately after giving effect to such
allocations on the Closing Date, each Bank shall hold the “Commitment” and the “Revolving
Credit Commitment” set forth next to its name on Schedule I hereto and the Banks further agree
to make all assignments and/or transfers, and hereby consent to any such assignments and
transfers, which may be necessary (including, without limitation, assignments of funded
obligations) to effect the allocations described in this clause (c).

SECTION 1.12. No Fiduciary Duty. The Agent, each Bank and their Affiliates
(collectively, solely for purposes of this paragraph, the “Banks”), may have economic interests
that conflict with those of the Borrowers, their stockholders and/or their affiliates. The
Borrowers agree that nothing in the Agreement and the related documents or otherwise will be
deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty
between any Bank, on the one hand, and the Borrowers, their stockholders or their affiliates, on
the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the
Agreement and the related documents (including the exercise of rights and remedies hereunder
and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand,
and such Borrower, on the other, and (ii) in connection therewith and with the process leading
thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of the
Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby
(or the exercise of rights or remedies with respect thereto) or the process leading thereto
(irrespective of whether any Bank has advised, is currently advising or will advise such
Borrower, its stockholders or its affiliates on other matters) or any other obligation to such
Borrower except the obligations expressly set forth in the Agreement and the related documents
and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such
Borrower, its management, stockholders, creditors or any other Person. Each Borrower
acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it
deemed appropriate and that it is responsible for making its own independent judgment with
respect to such transactions and the process leading thereto. Each Borrower agrees that it will
not claim that any Bank has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to the Bank, in connection with such transaction or the process leading
thereto.

SECTION 1.13. Arrangers. Any Affiliate of an Arranger may provide the services
of an Arranger for the transactions contemplated hereunder.

SECTION 1.14. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in this Agreement, the Local Currency
Addendum, the Japan Local Currency Addendum or in any other agreement, arrangement or
understanding among any such parties, each party hereto and thereto acknowledges that any
liability of any Affected Financial Institution arising under this Agreement, the Local Currency
Addendum, or the Japan Local Currency Addendum, as applicable, may be subject to the Write-


85
Down and Conversion Powers of an applicable Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:

(f) the application of any Write-Down and Conversion Powers by an applicable
Resolution Authority to any such liabilities arising hereunder or thereunder which may be
payable to it by any party hereto or thereto that is an Affected Financial Institution; and

(g) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent undertaking, or
a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement, the Local Currency Addendum or the
Japan Local Currency Addendum; or

(iii) the variation of the terms of such liability in connection with the exercise
of the Write-Down and Conversion Powers of any applicable Resolution Authority.

ARTICLE IX
CFSC GUARANTY

SECTION 1.03. The Guaranty. CFSC hereby unconditionally and irrevocably
guarantees to the Agent, each Bank and each other holder of any obligations owing by CIF and
CFKK under this Agreement, the Local Currency Addendum and the Japan Local Currency
Addendum, the due and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Advance to each of CIF and CFKK, and the
due and punctual payment of all other amounts payable by CIF and CFKK under this Agreement,
the Local Currency Addendum and the Japan Local Currency Addendum. Upon failure by either
CIF or CFKK to pay punctually any such amount, CFSC shall forthwith on demand pay the
amount not so paid at the place, in the manner and with the effect otherwise specified in Article
II of this Agreement. CFSC’s obligations under this Article IX shall constitute a continuing
guaranty of payment and performance and not merely of collection.
SECTION 1.04. Guaranty Unconditional. The obligations of CFSC under this
Article IX shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum, by operation of law or otherwise, or
the exchange, release or non-perfection of any collateral security therefor;

(ii) any modification or amendment of or supplement to this Agreement, the
Local Currency Addendum, the Japan Local Currency Addendum, or any Note;

(iii) any change in the corporate existence, structure or ownership of CIF or
CFKK, including the merger of CIF or CFKK, into another entity, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting CIF or its assets, or
CFKK or its assets, or any resulting release or discharge of any obligation of CIF or
CFKK under this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum, as applicable;


86
(iv) the existence of any claim, set-off or other rights which CFSC may have at
any time against CIF or CFKK, the Agent, the Local Currency Agent, the Japan Local
Currency Agent, any Bank or any other Person, whether in connection herewith or any
unrelated transactions, provided that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim;

(v) any invalidity or unenforceability relating to or against CIF or CFKK for
any reason of any provision or all of this Agreement, the Local Currency Addendum or
the Japan Local Currency Addendum, or any provision of applicable law or regulation
purporting to prohibit the payment by CIF or CFKK of the principal of or interest on any
Advance or any other amount payable by it under this Agreement; or

(vi) any other act or omission to act or delay of any kind by CIF, CFKK, the
Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank or any
other Person or any other circumstance whatsoever which might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of CFSC’s obligations under this
Article IX, of CIF’s obligations under this Agreement or the Local Currency Addendum
or of CFKK’s obligations under this Agreement or the Japan Local Currency Addendum.

SECTION 1.01. Discharge Only Upon Payment In Full; Reinstatement in Certain
Circumstances. CFSC’s obligations under this Article IX shall remain in full force and effect
until the Commitments are terminated and the principal of and interest on the Advances to CIF
and CFKK and all other amounts payable by CFSC, CIF and CFKK under this Agreement, the
Local Currency Addendum and the Japan Local Currency Addendum shall have been paid in full
and shall survive the Current Termination Date and the Extended Termination Date, as
applicable. If at any time any payment of the principal of or interest on any Advance to CIF or
CFKK or any other amount payable by CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum (including a payment exercised through a
right of setoff) is rescinded or is or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of CIF or CFKK or otherwise (including pursuant to any settlement
entered into by the Agent, the Local Currency Agent, the Japan Local Currency Agent or any
Bank, in each case in its discretion), CFSC’s obligations hereunder with respect to such payment
shall be reinstated at such time as though such payment had been due but not made at such time.

SECTION 1.02. Waiver by CFSC. CFSC irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any right be exhausted or any action be taken by the Agent, the Local Currency
Agent, the Japan Local Currency Agent, any Bank or any other Person against CIF or CFKK or
any other Person or any collateral security. CFSC waives any benefit of the collateral, if any,
which may from time to time secure the Advances to CIF or CFKK or any of CIF’s or CFKK’s
other obligations under this Agreement, the Local Currency Addendum or the Japan Local
Currency Addendum, and authorizes the Agent, the Local Currency Agent, the Japan Local
Currency Agent, or the Banks to take any action or exercise any remedy with respect thereto
which the Agent, the Local Currency Agent, the Japan Local Currency Agent, or the Banks in its
or their discretion shall determine, without notice to CFSC. In the event the Agent, the Local
Currency Agent, the Japan Local Currency Agent, or the Banks elect to give notice of any action
with respect to any such collateral, ten (10) days’ written notice mailed to CFSC by certified mail
at its address set forth in Section 8.02 shall be deemed reasonable notice of any matters contained
in such notice.

SECTION 1.03. Subrogation. Upon making any payment hereunder, CFSC shall
be subrogated to the rights of the Banks against CIF or CFKK, as applicable, with respect to such
payment; provided that CFSC shall not enforce any right or demand or receive any payment by
way of subrogation until all amounts of principal of and interest on the Advances to CIF and


87
CFKK and all other amounts payable by CIF and CFKK under this Agreement, the Local
Currency Addendum and the Japan Local Currency Addendum have been paid in full.

SECTION 1.04. Stay of Acceleration. In the event that acceleration of the time for
payment of any amount payable by CIF or CFKK under this Agreement, the Local Currency
Addendum or the Japan Local Currency Addendum is stayed upon the insolvency, bankruptcy or
reorganization of CIF or CFKK, as applicable, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by CFSC hereunder forthwith on
demand by the Agent for the account of the Banks.

The remainder of this page is intentionally blank; signature pages follow.




88
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or representatives thereunto duly authorized, as of the date
first above written.

CATERPILLAR INC.


By /s/ Patrick McCartan
Name: Patrick McCartan
Title: Vice President and Treasurer

CATERPILLAR FINANCIAL
SERVICES CORPORATION

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director

CATERPILLAR FINANCE KABUSHIKI
KAISHA

By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director




Signature Page to Credit Agreement
(Five-Year Facility)
CITIBANK, N.A., as Agent


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President
CITIBANK EUROPE PLC, UK BRANCH, as
Local Currency Agent


By /s/ Alasdair Garnham
Name: Alasdair Garnham
Title: Vice President
MUFG BANK, LTD., as Japan Local Currency
Agent


By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No.3
Banks


CITIBANK, N.A.


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Domestic Lending Office:

Citibank, N.A.
1 Penns Way, Ops II
New Castle, DE 19720
Attention: Securities Processing Analyst
Phone: (201) 751-7566
Fax: gloriginationops@citi.com




Euro and RFR Lending Offices:

Citibank, N.A.
1 Penns Way, Ops II
New Castle, DE 19720
Attention: Securities Processing Analyst
Phone: (201) 751-7566
Fax: gloriginationops@citi.com
BANK OF AMERICA, N.A.




By /s/ Brian Lukehart
Name: Brian Lukehart
Title: Managing Director




Domestic Lending Office:

Bank of America, N.A.
110 N. Wacker Dr.
Chicago, IL 60606
Attn: Amit Manna
Phone: 415-436-3685 Ext 66850
Fax: 972-728-6160
Email: bank_of_america_as_lender_2@bofa.com


Euro and RFR Lending Offices:

Bank of America, N.A., London Branch
26 Elmfield Road
Bromley, Kent, BR1 1LR,
United Kingdom
Attn: Kevin Grubb / Adi Khambata
Phone: +44-208-313-2655 / 44-208-695-3389
Fax: +44-208-313-2140
Email: emealoanoperations@bofa.com
JPMORGAN CHASE BANK, N.A.




By /s/ Will Price
Name: Will Price
Title: Vice President




Domestic Lending Office:

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
NCC 5, 1st Floor
Newark, DE 19713
Attention: Vithal Giri
Email: na_cpg@jpmorgan.com


Euro and RFR Lending Offices:

JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road
NCC 5, 1st Floor
Newark, DE 19713
Attention: European Loan Ops
Email: European.Loan.Operations@jpmorgan.com
BARCLAYS BANK PLC




By /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President




Domestic Lending Office:

Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: US Loan Operations
Phone: 212-412-1140
Fax: 212-526-5115


Euro and RFR Lending Offices:

Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Attention: US Loan Operations
Phone: 212-412-1140
Fax: 212-526-5115
MUFG BANK, LTD.




By /s/ John Margetanski
Name: John Margetanski
Title: Authorized Signatory


Domestic Lending Office:
MUFG Bank, Ltd.
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: U.S. Wholesale Banking
Timothy Cassidy
Phone: 312-696-4668
Fax: 212-696-6440 with a copy to
312-696-4535


Euro and RFR Lending Offices:
MUFG Bank, Ltd.
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: U.S. Wholesale Banking
Timothy Cassidy
Phone: 312-696-4668
Fax: 212-696-6440 with a copy to
312-696-4535
SOCIÉTÉ GÉNÉRALE




By /s/ Kimberly Metzger
Name: Kimberly Metzger
Title: Director


Domestic Lending Office:

SOCIÉTÉ GÉNÉRALE
245 Park Avenue
New York, NY 10167
Attention: Loan Servicing Group
Phone: 201-839-8450
Fax: 201-839-8115


Euro and RFR Lending Offices:

SOCIÉTÉ GÉNÉRALE
245 Park Avenue
New York, NY 10167
Attention: Loan Servicing Group
Phone: 201-839-8450
Fax: 201-839-8115


With a Copy To:

SOCIÉTÉ GÉNÉRALE, Chicago Branch
425 Financial Place
Suite 2400
Chicago, IL 60605
Attention: Kimberly Metzger
Phone: 312-894-6235
Fax: 312-894-6201
BNP PARIBAS




By /s/ Tony Baratta
Name: Tony Baratta
Title: Managing Director


By /s/ Nader Tannous
Name: Nader Tannous
Title: Managing Director


Domestic Lending Office:

BNP Paribas
155 N. Wacker Drive, Suite 4450
Chicago, IL 60606
Attention: Nader Tannous
Phone: 312-977-1382
Fax: 312-977-1380


Euro and RFR Lending Offices:

BNP Paribas
155 N. Wacker Drive, Suite 4450
Chicago, IL 60606
Attention: Nader Tannous
Phone: 312-977-1382
Fax: 312-977-1380
HSBC BANK USA, N.A.




By /s/ Matthew McLaurin
Name: Matthew McLaurin
Title: Director


Domestic Lending Office:

HSBC Bank USA, N.A.
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, NY 10018
Attention: Loan Administration
Phone: (212) 525-1529
Fax: (847) 793-3415


Euro and RFR Lending Offices:

HSBC Bank USA, N.A.
Corporate Trust & Loan Agency
452 Fifth Avenue
New York, NY 10018
Attention: Loan Administration
Phone: (212) 525-1529
Fax: (847) 793-3415
ING BANK N.V. DUBLIN BRANCH




By /s/ Cormac Langford
Name: Cormac Langford
Title: Director

By /s/ Rosemary Healy
Name: Rosemary Healy
Title: Vice President

Domestic Lending Office:
ING Bank N.V., Dublin Branch
Block 4, Dundrum Town Centre
Sandyford Road, Dundrum
D16 A4W6, Ireland
Attention: Chris Gleeson
Phone: +353-1-638-4060
Fax: +353-1-638-4050


Euro and RFR Lending Offices:
ING Bank N.V., Dublin Branch
Block 4, Dundrum Town Centre
Sandyford Road, Dundrum
D16 A4W6, Ireland
Attention: Chris Gleeson
Phone: +353-1-638-4060
Fax: +353-1-638-4050
LLOYDS BANK PLC




By /s/ Martin Mactavish
Name: Martin Mactavish
Title: Associate Director


Domestic Lending Office:

Lloyds Bank plc
10 Gresham Street
London, EC2V 7AE, United Kingdom
Attention: Client Servicing Team
Phone: +44-131-203-3139
Fax:


Euro and RFR Lending Offices:

Lloyds Bank plc
10 Gresham Street
London, EC2V 7AE, United Kingdom
Attention: Client Servicing Team
Phone: +44-131-203-3139
Fax:
THE TORONTO-DOMINION BANK, NEW
YORK BRANCH




By /s/ David Perlman
Name: David Perlman
Title: Authorized Signatory


Domestic Lending Office:

The Toronto-Dominion Bank, New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Brian Pirotta
Phone: 416-982-7744
Fax: 416-983-0003


Euro and RFR Lending Offices:

The Toronto-Dominion Bank, New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Brian Pirotta
Phone: 416-982-7744
Fax: 416-983-0003
U.S. BANK NATIONAL ASSOCIATION




By /s/ James N. DeVries
Name: James N. DeVries
Title: Senior Vice President


Domestic Lending Office:
U.S. Bank National Association
190 S. LaSalle Street, 9th Floor
Chicago, IL 60604
Attention: James N. DeVries
Phone: 312-325-8885
Fax: 312-325-8754


Euro and RFR Lending Offices:
U.S. Bank National Association
190 S. LaSalle Street, 9th Floor
Chicago, IL 60604
Attention: James N. DeVries
Phone: 312-325-8885
Fax: 312-325-8754
THE BANK OF NOVA SCOTIA




By /s/ Kelly Cheng
Name: Kelly Cheng
Title: Managing Director


Domestic Lending Office:

The Bank of Nova Scotia
44 King Street West
Toronto, ON
M5H1H1, Canada
Attention: Rachelle Duncan
Phone: 212-225-5705
Fax: 212-225-5709


Euro and RFR Lending Offices:

The Bank of Nova Scotia
44 King Street West-
Toronto, ONT-
M5H1H1, Canada
Attention: Rachelle Duncan
Phone: 212-225-5705
Fax: 212-225-5709
THE NORTHERN TRUST COMPANY




By /s/ Keith L. Burson
Name: Keith L. Burson
Title: Senior Vice President


Domestic Lending Office:

The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
Attention: Keith L. Burson
Phone: 312-444-3099
Fax: 312-557-1425


Euro and RFR Lending Offices:

The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
Attention: Keith L. Burson
Phone: 312-444-3099
Fax: 312-557-1425
COMMERZBANK AG, NEW YORK BRANCH




By /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director


By /s/ Jack Deegan
Name: Jack Deegan
Title: Director


Domestic Lending Office:

Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Jack Deegan
Phone: 212-266-7646
Fax: 212-266-7565


Euro and RFR Lending Offices:

Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Jack Deegan
Phone: 212-266-7646
Fax: 212-266-7565
SUMITOMO MITSUI BANKING
CORPORATION




By /s/ Minxiao Tian
Name: Minxiao Tian
Title: Director


Domestic Lending Office:
Sumitomo Mitsui Banking Corporation, New York
Branch
277 Park Avenue, 4th Floor
New York, NY 10017
Attention: Thomas Carroll
Phone: (212) 829-3657


Euro and RFR Lending Offices:
Sumitomo Mitsui Banking Corporation, New York
Branch
277 Park Avenue, 6th Floor
New York, NY 10017
Attention: Thomas Carroll
Phone: (212) 829-3657
STANDARD CHARTERED BANK




By /s/ Kristopher Tracy
Name: Kristopher Tracy
Title: Director, Financing Solutions


Domestic Lending Office:
Standard Chartered Bank
1095 Avenue of the Americas, 37th Floor
New York, NY 10036
Attention: Kevin Fox
Phone: 201-706-5313
Fax: 201-706-6722


Euro and RFR Lending Offices:
Standard Chartered Bank
1095 Avenue of the Americas, 37th Floor
New York, NY 10036
Attention: Kevin Fox
Phone: 201-706-5313
Fax: 201-706-6722
BANCO SANTANDER, S.A., NEW YORK
BRANCH


By /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director


By /s/ Daniel Kostman
Name: Daniel Kostman
Title: Executive Director



Domestic Lending Office:

Banco Santander, S.A., New York Branch
45 E 53rd Street
New York, NY 10022
Attention: Jose M. Rodriguez
Phone: +1 212-350-3608
Fax: +1 212-350-3647


Euro and RFR Lending Offices:

Banco Santander, S.A.
Edificio Montepricipe, Planta 2
Calle Patones, 1
28925 Alcorcon (Madrid), Spain
Attention: Carlos Ezponda
Phone: +34 659 561 692
Fax: n/a
WELLS FARGO BANK, NATIONAL
ASSOCIATION




By /s/ Matt J. Perrizo
Name: Matt J. Perrizo
Title: Director


Domestic Lending Office:

Wells Fargo Bank, National Association
10 S. Wacker Drive 22nd Floor
Chicago, IL 60606
Attention: Matt J. Perrizo
Phone: 312-543-7250
Fax: N/A


Euro and RFR Lending Offices:

Wells Fargo Bank, National Association
10 S. Wacker Drive 22nd Floor
Chicago, IL 60606
Attention: Matt J. Perrizo
Phone: 312-543-7250
Fax: N/A
INDUSTRIAL AND COMMERCIAL BANK OF
CHINA LIMITED, NEW YORK BRANCH


By /s/ Xuan Zhang
Name: Xuan Zhang
Title: Associate


By /s/ Yuanyuan Peng
Name: Yuanyuan Peng
Title: Executive Director


Domestic Lending Office:

Industrial and Commercial Bank of China Limited,
New York Branch
1185 Avenue of the Americas, 17th Floor
New York, NY 10036
Attention: Loan Admin
Yung Tuen Lee
Phone: 332-214-4755
Fax: 212-956-3631


Euro and RFR Lending Offices:

Industrial and Commercial Bank of China Limited,
New York Branch
1185 Avenue of the Americas, 17th Floor
New York, NY 10036
Attention: Loan Admin
Yung Tuen Lee
Phone: 332-214-4755
Fax: 212-956-3631
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED


By /s/ Robert Grillo
Name: Robert Grillo
Title: Executive Director


Domestic Lending Office:

Australia and New Zealand Banking Group
Limited
277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Phone: 917-443-6031


Euro and RFR Lending Offices:

Australia and New Zealand Banking Group
Limited
277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Phone: 917-443-6031
KBC BANK N.V.




By /s/ Francis X. Payne
Name: Francis X. Payne
Title: Managing Director




By /s/ Iryna Leff
Name: Iryna Leff
Title: Vice President


Domestic Lending Office:

KBC Bank NV, New York Branch
1177 Avenue of the Americas
New York, NY 10036
Attention: Peter Hallett
Phone: 212-541-0649
Fax: 212-956-5581


Euro and RFR Lending Offices:

KBC Bank NV, New York Branch
1177 Avenue of the Americas
New York, NY 10036
Attention: Peter Hallett
Phone: 212-541-0649
Fax: 212-956-5581
CHINA CONSTRUCTION BANK
CORPORATION, NEW YORK BRANCH




By /s/ Qi Feng
Name: Qi Feng
Title: Deputy General Manager


Lending Office:
China Construction Bank Corporation, New York
Branch
1095 Avenue of the Americas
33rd Floor
New York, New York 10036
Attention: Yida Mai
Telephone: 646-781-2450
WESTPAC BANKING CORPORATION


By /s/ Daniel Sutton
Name: Daniel Sutton
Title: Tier Two Attorney


Domestic Lending Office:

Westpac Banking Corporation
575 Fifth Avenue, 39th Floor
New York, NY 10017
Attention: Daniel Sutton
Phone: 212-551-1977
Fax:


Euro and RFR Lending Offices:

Westpac Banking Corporation
575 Fifth Avenue, 39th Floor
New York, NY 10017
Attention: Daniel Sutton
Phone: 212-551-1977
Fax:
BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH


By /s/ Cara Younger
Name: Cara Younger
Title: Managing Director


By /s/ David Calvo Ruiz
Name: David Calvo Ruiz
Title: Managing Director


Domestic Lending Office:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, NY 10105
Attention: Carlos Yzaguirre
Phone: 212-728-1695


Euro and RFR Lending Offices:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, NY 10105
Attention: Carlos Yzaguirre
Phone: 212-728-1695
THE BANK OF NEW YORK MELLON


By /s/ Thomas J. Tarasovich, Jr.
Name: Thomas J. Tarasovich, Jr.
Title: Vice President


Domestic Lending Office:

The Bank of New York Mellon
500 Grant Street
1 Mellon Center – Room 3600
Pittsburgh, PA 15258-0001
Attention: Thomas J. Tarasovich, Jr.
Phone: (412) 236-2790
Fax: (412) 236-1914


Euro and RFR Lending Offices:

The Bank of New York Mellon
500 Grant Street
1 Mellon Center – Room 3600
Pittsburgh, PA 15258-0001
Attention: Thomas J. Tarasovich, Jr.
Phone: (412) 236-2790
Fax: (412) 236-1914
ITAU UNIBANCO S.A. – MIAMI BRANCH


By /s/ Paulo Cardoso
Name: Paulo Cardoso
Title:


By /s/ Jorge I. Vera
Name: Jorge I. Vera
Title: VP – Back Office Operations

Domestic Lending Office:

ITAU Unibanco S.A., Miami Branch
200 S. Biscayne Blvd., 22nd Floor
Miami, Florida 33131
Attention: Carina Oliveira
Phone: +351 21 381 1142
Fax: +351 21 388 7219
Email: loans@itaubba.com


Euro and RFR Lending Offices:

ITAU Unibanco S.A., Miami Branch
200 S. Biscayne Blvd., 22nd Floor
Miami, Florida 33131
Attention: Carina Oliveira
Phone: +351 21 381 1142
Fax: +351 21 388 7219
Email: loans@itaubba.com
SCHEDULE I

COMMITMENTS

REVOLVING CREDIT
BANK COMMITMENT COMMITMENT
Citibank, N.A. $374,000,000 $348,333,333
Bank of America, N.A. $374,000,000 $348,833,334
JPMorgan Chase Bank, N.A. $374,000,000 $348,333,333
Barclays Bank PLC $374,000,000 $350,500,000
MUFG Bank, Ltd. $374,000,000 $299,000,000
Société Générale $374,000,000 $350,500,000
BNP Paribas $187,000,000 $176,500,000
HSBC Bank USA, N.A. $187,000,000 $187,000,000
ING Bank N.V. Dublin Branch $187,000,000 $187,000,000
Lloyds Bank plc $187,000,000 $179,500,000
The Toronto-Dominion Bank, New York $187,000,000 $187,000,000
Branch
U.S. Bank National Association $187,000,000 $187,000,000
Commerzbank AG, New York Branch $143,000,000 $134,500,000
The Bank of Nova Scotia $132,000,000 $132,000,000
The Northern Trust Company $121,000,000 $121,000,000
Standard Chartered Bank $121,000,000 $121,000,000
Wells Fargo Bank, National Association $121,000,000 $121,000,000
Sumitomo Mitsui Banking Corporation $110,000,000 $110,000,000
Industrial and Commercial Bank of China $66,000,000 $66,000,000
Limited, New York Branch
Australia and New Zealand Banking Group $66,000,000 $66,000,000
Limited
KBC Bank N.V. $66,000,000 $66,000,000
Banco Santander, S.A., New York Branch $66,000,000 $66,000,000
China Construction Bank Corporation, New $55,000,000 $55,000,000
York Branch
Westpac Banking Corporation $55,000,000 $55,000,000
Banco Bilbao Vizcaya Argentaria, S.A. New $44,000,000 $44,000,000
York Branch
The Bank of New York Mellon $44,000,000 $44,000,000
Itau Unibanco S.A., Miami Branch $44,000,000 $44,000,000
Total $4,620,000,000 $4,395,000,000
SCHEDULE II
COMMITMENT FEE AND APPLICABLE MARGIN TABLE1


Basis for Pricing Level I Level II Level III Level IV Level V
If the Credit Rating If the Credit Rating If the Credit Rating If the Credit Rating If the Credit Rating
for the applicable for the applicable for the applicable for the applicable for the applicable
Borrower is at least Borrower is at least Borrower is at least Borrower is at least Borrower is lower
AA- by Standard & A+ by Standard & A by Standard & A- by Standard & than Level IV by
Poor’s or at least Poor’s or at least A1 Poor’s or at least A2 Poor’s or at least A3 Standard & Poor’s
Aa3 by Moody’s by Moody’s by Moody’s by Moody’s and Moody’s




Commitment Fee 0.050% 0.060% 0.070% 0.100% 0.150%
Rate
Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for Term SOFR
Advances


Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for EURIBOR Rate
Advances


Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for SONIA
Advances




1
Credit spread adjustments, if any, appear in the applicable interest rate definitions.
Applicable Margin 0.625% 0.750% 0.875% 1.000% 1.250%
for TONAR
Advances


Applicable Margin 0.000% 0.000% 0.000% 0.000% 0.250%
for Base Rate and
Japan Prime Rate
Advances
EXHIBIT A

FORM OF NOTE

Dated: __________, 20__

FOR VALUE RECEIVED, the undersigned, [Caterpillar Inc./Caterpillar Financial
Services Corporation] (the “Borrower”), HEREBY PROMISES TO PAY to the order of
______________________________________________________________________________
______________________________________________________________________________
______ (the “Bank”) for the account of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) the principal amount of each Advance (as defined below) made by
the Bank to the Borrower pursuant to the Credit Agreement (as defined below) on the last day of
the Interest Period (as defined in the Credit Agreement) for such Advance.

The Borrower promises to pay interest on the unpaid principal amount of each Advance
from the date of such Advance until such principal amount is paid in full, at such interest rates,
and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in the currency and to the office of the Agent
specified pursuant to the Credit Agreement, in same day funds. Each Advance made by the
Bank to the Borrower and the maturity thereof, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of,
the Third Amended and Restated Credit Agreement (Five-Year Facility), dated as of September
1, 2022, as the same may be amended, restated, supplemented or otherwise modified from time
to time (the “Credit Agreement”) among the Borrower, [names of the other Borrowers under the
Credit Agreement] (together with the Borrower, the “Borrowers”), the Bank and certain other
banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank,
Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for the Bank and such other
banks. The Credit Agreement, among other things, (i) provides for the making of advances (the
“Advances”) by the Bank to the Borrowers from time to time in an aggregate amount not to
exceed at any time such Bank’s Commitment (as defined in the Credit Agreement) at such time
(the indebtedness of the Borrower resulting from each such Advance to the Borrower being
evidenced by this Promissory Note), and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No
failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder
hereof shall operate as a waiver of such rights.




1
DB1/ 132020002.3
This Promissory Note shall be governed by, and construed in accordance with, the laws
of the State of New York, United States (without regard for conflict of law principles that would
result in the application of any law other than the internal law of the State of New York).

[CATERPILLAR INC./CATERPILLAR
FINANCIAL SERVICES CORPORATION]



By:
Title:




2
ADVANCES, MATURITIES, AND PAYMENTS OF PRINCIPAL

Amount of
Currency and Principal Unpaid
Type of Amount of Maturity of Paid or Principal Notation
Date Advance Advance Advance Prepaid Balance Made By




3
EXHIBIT B-1

FORM OF NOTICE OF REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary
Ladies and Gentlemen:

The undersigned, [Caterpillar Inc./Caterpillar Financial Services Corporation], refers to
the Third Amended and Restated Credit Agreement (Five-Year Facility), dated as of September
1, 2022, as the same may be amended, restated, supplemented or otherwise modified from time
to time (the “Credit Agreement,” the terms defined therein being used herein as therein defined),
among the undersigned, [names of the other Borrowers under the Credit Agreement], certain
Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank,
Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in
that connection sets forth below the information relating to such Revolving Credit Borrowing
(the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit
Agreement:

(i) The Business Day of the Proposed Revolving Credit Borrowing is
__________, 20__.

(ii) The Type of Revolving Credit Advances comprising the Proposed
Revolving Credit Borrowing is [Base Rate Advances] [EURIBOR Rate Advances] [Term
SOFR] [RFR Advances].

(iii) The currency of the Proposed Revolving Credit Borrowing is ______.

(iv) The aggregate amount of the Proposed Revolving Credit Borrowing is
$__________.

(v) The Interest Period (where applicable) for each Advance made as part of
the Proposed Revolving Credit Borrowing is [30 days] [_____ month[s]].2

(vi) The proceeds of the Proposed Revolving Credit Borrowing should be
remitted in same day funds to [Account Number, Bank Name, Account Name, ______].



2
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).
1
DB1/ 132020002.3
The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Revolving Credit Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]3 [(excluding those contained in the second sentence of
subsection (e) thereof)]4 [and Section 4.02]5 are correct, before and after giving
effect to the Proposed Revolving Credit Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Revolving Credit Borrowing or from the application of the proceeds
therefrom, which constitutes an Event of Default with respect to any Borrower [or
would constitute an Event of Default with respect to any Borrower but for the
requirement that notice be given or time elapse or both] 6.

Very truly yours,

[CATERPILLAR INC./CATERPILLAR
FINANCIAL SERVICES CORPORATION]



By:
Title:




3
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
4
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.03.
5
To be included in Notices of Revolving Credit Borrowing from CFSC.
6
To be included in Notices of Revolving Credit Borrowing pursuant to Section 3.03.


2
EXHIBIT B-2

FORM OF NOTICE OF LOCAL CURRENCY BORROWING

Citibank Europe plc, UK Branch, as Local Currency Agent
Citigroup Centre
5th Floor
Canary Wharf
London, United Kingdom
E14 5LB
Attention: Karen Hall, Andrew Guthrie, Claire Crawford
Email Addresses: Karen.hall@citi.com, andrew.guthrie@citi.com, Claire.crawford@citi.com
Facsimile No. 44 20 7492 3980

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Road, OPS III
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar International Finance Designated Activity Company, refers
to (1) the Third Amended and Restated Credit Agreement (Five-Year Facility), dated as of
September 1, 2022, as the same may be amended, restated, supplemented or otherwise modified
from time to time (the “Credit Agreement,” the terms defined therein being used herein as
therein defined), among the undersigned, Caterpillar Inc., Caterpillar Financial Services
Corporation (“CFSC”), Caterpillar Finance Kabushiki Kaisha, certain Banks parties thereto,
Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local
Currency Agent, and Citibank, N.A., as Agent for said Banks, and (2) the Local Currency
Addendum dated as of September 1, 2022, among the undersigned, CFSC, the Local Currency
Banks party thereto, and Citibank Europe plc, UK Branch as the Local Currency Agent (the
“Addendum”). The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.03B
of the Credit Agreement and the Addendum that the undersigned hereby requests a Local
Currency Borrowing under the Credit Agreement and the Addendum, and in that connection sets
forth below the information relating to such Local Currency Borrowing (the “Proposed
Borrowing”) as required by Section 2.03B of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is __________, 20__.

(i) The currency of the Proposed Borrowing is ________.

(ii) The aggregate amount of the Proposed Borrowing is __________.



1
DB1/ 132020002.3
(iii) The Interest Period (where applicable) for each Advance made as part of
the Proposed Borrowing is _____ month[s].7

The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]8 [(excluding those contained in the second sentence of
subsection (e) thereof)]9 and Section 4.02 are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default with respect to any Borrower [or would constitute
an Event of Default with respect to any Borrower but for the requirement that
notice be given or time elapse or both] 10.

Very truly yours,

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY



By:
Title:




7
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such RFR
Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise set
forth in this Agreement).
8
To be included in Notices of Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
9
To be included in Notices of Borrowing pursuant to Section 3.03.
10
To be included in Notices of Borrowing pursuant to Section 3.03.


2
EXHIBIT B-3

FORM OF NOTICE OF JAPAN LOCAL CURRENCY BORROWING

MUFG Bank, Ltd.,
as Japan Local Currency Agent
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3, Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan
Attention: Mr. Kazuki Takehara

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Finance Kabushiki Kaisha, refers to (1) the Third Amended
and Restated Credit Agreement (Five-Year Facility), dated as of September 1, 2022, as the same
may be amended, restated, supplemented or otherwise modified from time to time (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), among the
undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation (“CFSC”), Caterpillar
International Finance Designated Activity Company, certain Banks parties thereto, Citibank
Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency
Agent, and Citibank, N.A., as Agent for said Banks, and (2) the Japan Local Currency
Addendum dated as of September 1, 2022, among the undersigned, CFSC, the Japan Local
Currency Banks party thereto, and MUFG Bank, Ltd., as Japan Local Currency Agent (the
“Addendum”). The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.03D
of the Credit Agreement and the Addendum that the undersigned hereby requests a Japan Local
Currency Borrowing under the Credit Agreement and the Addendum, and in that connection sets
forth below the information relating to such Japan Local Currency Borrowing (the “Proposed
Borrowing”) as required by Section 2.03D of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is __________, 20__. This
[is] [is not] a same-day Borrowing request.11

(i) The Type of Japan Local Currency Advances comprising the Proposed
Borrowing is [Japan Base Rate Advances] [TONAR Advances].

(ii) The aggregate amount of the Proposed Borrowing is $_____________.


11
The RFR Interest Payment Date for a requested RFR Advance generally shall be thirty days after the date such
RFR Advance is made (subject to the terms set forth in the definition of RFR Interest Payment Date and otherwise
set forth in this Agreement).
1
DB1/ 132020002.3
The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]12 [(excluding those contained in the second sentence of
subsection (e) thereof)]13 and Section 4.02 are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default with respect to any Borrower [or would constitute
an Event of Default with respect to any Borrower but for the requirement that
notice be given or time elapse or both] 14.

Very truly yours,

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




12
To be included in Notices of Borrowing pursuant to Section 3.02, unless Section 3.03 shall apply.
13
To be included in Notices of Borrowing pursuant to Section 3.03.
14
To be included in Notices of Borrowing pursuant to Section 3.03.


2
EXHIBIT B-4

FORM OF NOTICE OF ALLOCATION

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Inc., as Borrower Agent on behalf of itself, Caterpillar
Financial Services Corporation, Caterpillar International Finance Designated Activity Company
and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), refers to the Third Amended and
Restated Credit Agreement (Five-Year Facility), dated as of September 1, 2022, as the same may
be amended, restated, supplemented or otherwise modified from time to time (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), among the
Borrowers, certain Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said
Banks, and hereby gives you notice, pursuant to Section 2.01(b) of the Credit Agreement that the
Borrowers request a re-allocation of the Total Commitment, and in that connection sets forth
below the information relating to such re-allocation as required by Section 2.01(b) of the Credit
Agreement:

(i) The Business Day of the proposed re-allocation is ________, 20__.

(i) The Allocation for each of Caterpillar Inc. and Caterpillar Financial
Services Corporation after giving effect to such re-allocation is as follows:




1
DB1/ 132020002.3
Borrower Allocation
Caterpillar Inc. $________
Caterpillar Financial Services Corporation $________




Very truly yours,

CATERPILLAR INC.

By:
Title:




2
EXHIBIT B-5

FORM OF NOTICE OF BANK ADDITION

Citibank, N.A., as Agent
for the Banks parties
to the Credit Agreement
referred to below
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention: Bank Loan Syndications

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha
(the “Borrowers”), refer to the Third Amended and Restated Credit Agreement (Five-Year
Facility), dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement,” the terms defined therein being
used herein as therein defined), among the Borrowers, certain Banks parties thereto, Citibank
Europe plc, UK Branch, as Local Currency Agent, MUFG Bank, Ltd., as Japan Local Currency
Agent, and Citibank, N.A., as Agent for said Banks, and hereby give you notice, pursuant to
Section 2.05(c) of the Credit Agreement that the Borrowers request a Bank Addition, and in that
connection set forth below the information relating to such proposed Bank Addition (the
“Proposed Bank Addition”) as required by Section 2.05(c) of the Credit Agreement:

(i) The Business Day of the Proposed Bank Addition is ________, 20__.

(i) The name and address of the proposed Added Bank are as follows:

______________________________
______________________________
______________________________




1
DB1/ 132020002.3
(ii) The amount of the Commitment of the proposed Added Bank, after giving
effect to the Proposed Bank Addition, would be $__________.


Very truly yours,

CATERPILLAR INC.


By:
Title:

CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Title:

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY



By:
Title:

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




2
EXHIBIT C-1

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated _______________, 20__


Reference is made to the Third Amended and Restated Credit Agreement (Five-Year
Facility), dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement”) among Caterpillar Inc.,
Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity
Company, and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in
the Credit Agreement), Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG
Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for the Banks (the
“Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein with the same meaning.

_____________ (the “Assignor”) and ___________________ (the “Assignee”) agree as
follows:

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, the percentage interest specified on Schedule 1 hereto
in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the date
hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof), including, without limitation, such percentage
interest in (i) the Assignor’s Commitment and Revolving Credit Commitment, which on the date
hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) are in the dollar amounts specified as the
Assignor’s Commitment and Revolving Credit Commitment on Schedule 1 hereto, which
Commitment is allocated between Caterpillar and CFSC, the Assignor’s Allocated Commitment
for each such Borrower as of the date hereof being set forth on Schedule 1 hereto; [(ii) the
Assignor’s [Local Currency Commitment] [Japan Local Currency Commitment], which on the
date hereof (after giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) is in the dollar amount specified as the
Assignor’s [Local Currency Commitment] [Japan Local Currency Commitment] on Schedule 1
hereto;]15 [(ii)/(iii)] the aggregate outstanding principal amount of Advances owing to the
Assignor by each Borrower, which on the date hereof (after giving effect to any other
assignments thereof made prior to the date hereof, whether or not such assignments have become
effective, but without giving effect to any other assignments thereof also made on the date
hereof) is in the dollar amount specified as the aggregate outstanding principal amount of
Advances owing to the Assignor from such Borrower on Schedule 1 hereto; and [(iii)/(iv)] the
Notes, if any, held by the Assignor.

2. The Assignor (i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free and clear of any
adverse claim; (ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
15
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
1
DB1/ 132020002.3
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; and (iv) attaches the Notes, if any, referred to
in paragraph 1 above and requests that the Agent exchange each such Note from each Borrower
for a new Note executed by such Borrower payable to the order of the Assignee or new Notes
executed by such Borrower payable to the order of the Assignee and the Assignor, as applicable.

3. Following the execution of this Assignment and Acceptance by the Assignor and
the Assignee, it will be delivered to the Agent for acceptance by the Agent. The effective date of
this Assignment and Acceptance shall be the date of acceptance thereof by the Agent, unless a
later date therefor is specified on Schedule 1 hereto (the “Effective Date”).

4. Upon such acceptance by the Agent, as of the Effective Date, (i) the Assignee
shall, in addition to the rights and obligations under the Credit Agreement [and the [Local
Currency Addendum] [Japan Local Currency Addendum]]16 held by it immediately prior to the
Effective Date, have the rights and obligations under the Credit Agreement [and the [Local
Currency Addendum] [Japan Local Currency Addendum]]17 that have been assigned to it
pursuant to this Assignment and Acceptance and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement [and the [Local Currency Addendum] [Japan Local Currency
Addendum]]18.

5. Upon such acceptance by the Agent, from and after the Effective Date, the Agent
[and the [Local Currency Agent] [Japan Local Currency Agent]]19 shall make all payments under
the Credit Agreement [,the [Local Currency Addendum] [Japan Local Currency Addendum]]20
and the Notes, if any, in respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest, and Commitment Fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement [, the [Local Currency Addendum] [Japan Local Currency Addendum]]21 and the
Notes, if any, for periods prior to the Effective Date directly between themselves.

6. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York (without regard for conflict of law principles
that would result in the application of any law other than the internal law of the State of New
York).

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly authorized, as of the date
first above written, such execution being made on Schedule 1 hereto.




16
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
17
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
18
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
19
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
20
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.
21
Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.


2
Schedule 1
to
Assignment and Acceptance
Dated __________, 20__

Section 1.

Percentage Interest: __________%

Assignor’s Commitment: $_________

Assignor’s Revolving Credit Commitment: $_________

[Assignor’s Local Currency Commitment:] $_________

[Assignor’s Japan Local Currency Commitment:] $_________

(a) Allocated Commitment
to Caterpillar $_________

(b) Allocated Commitment
to CFSC $_________

Aggregate Outstanding Principal

Amount of Revolving Credit Advances owing to the Assignor by:

(a) Caterpillar $_________

(c) CFSC $_________

[Amount of Local Currency Advances owing to the Assignor] $_________

[Amount of Japan Local Currency Advances owing to the Assignor] $_________

Section 2.
Notes, if any, payable to the order of the Assignee

(a) Borrower: Caterpillar

Dated: _____________, 20__

(b) Borrower: CFSC

Dated: _____________, 20__

Notes, if any, payable to the order of the Assignor

(d) Borrower: Caterpillar

Dated: _____________, 20__

1
DB1/ 132020002.3
(b) Borrower: CFSC

Dated: _____________, 20__

Section 3.

Effective Date 22: ________, 20__

Section 4.

Domestic Lending Office ______________

Euro Lending Office ______________

RFR Lending Office ______________


[NAME OF ASSIGNOR]


By:
Title:

[NAME OF ASSIGNEE]


By:
Title:




22
This date should be no earlier than the date of acceptance by the Agent.


2
Consented to and Accepted this _____ day
of _________________, 20__


[NAME OF AGENT], as Agent


By:
Title:



[NAME OF LOCAL CURRENCY AGENT], as
Local Currency Agent


By:
Title:



[NAME OF JAPAN LOCAL CURRENCY
AGENT], as Japan Local Currency Agent



By:
Title:




3
Agreed to this _____ day
of _____________, 20__23


CATERPILLAR INC.


By:
Title:



CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Title:




23
To be included when consent of the Borrowers is required pursuant to Section 8.07(a)(i).


4
EXHIBIT C-2

FORM OF ASSUMPTION AND ACCEPTANCE

Dated _______________, 20__

Reference is made to the Third Amended and Restated Credit Agreement (Five-Year
Facility), dated as of September 1, 2022, as the same may be amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement”) among Caterpillar Inc.,
Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity
Company and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in
the Credit Agreement), Citibank Europe plc, UK Branch, as Local Currency Agent, MUFG
Bank, Ltd., as Japan Local Currency Bank and Citibank, N.A., as Agent for the Banks (the
“Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein with the same meaning.

The Borrowers and ___________________ (the “Added Bank”) agree as follows:

1. The Borrowers have requested the Added Bank to [become a Bank under the
Credit Agreement and to accept and make a Commitment and Revolving Credit Commitment
[and [Local Currency Commitment] [Japan Local Currency Commitment]] under the Credit
Agreement in the amounts set forth on Schedule 1 hereto]24 [increase its Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement to the amounts set forth on Schedule 1 hereto]25 and
the Added Bank has agreed to so [become a Bank and accept and make a Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement in such amounts]26 [increase its Commitment and
Revolving Credit Commitment [and [Local Currency Commitment] [Japan Local Currency
Commitment]] under the Credit Agreement to such amounts].27 The Added Bank agrees, upon
the Effective Date of this Assumption and Acceptance, to purchase a participation in any
Revolving Credit Advances [[Local Currency Advances] [Japan Local Currency Advances]]
which are outstanding on the Effective Date in the amount determined pursuant to Section
2.05(d) of the Credit Agreement.

2. The Added Bank hereby acknowledges and agrees that neither the Agent nor any
Bank (i) has made any representation or warranty, nor assumed any responsibility, with respect
to any statements, warranties or representations made in or in connection with the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto; or (ii) has made any representation or
warranty, nor assumed any responsibility, with respect to the financial condition of any Borrower
or the performance or observance by any Borrower of any of its obligations under the Credit
Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or any other
instrument or document furnished pursuant thereto.

3. Following the execution of this Assumption and Acceptance by the Added Bank
and the Borrowers, it will be delivered to the Agent for acceptance by the Agent. The effective


24
To be used if the Added Bank is not already a Bank under the Credit Agreement.
25
To be used if the Added Bank is already a Bank under the Credit Agreement.
26
To be used if the Added Bank is not already a Bank under the Credit Agreement.
27
To be used if the Added Bank is already a Bank under the Credit Agreement.
1
DB1/ 132020002.3
date of this Assumption and Acceptance shall be the date of acceptance thereof by the Agent,
unless a later date therefor is specified on Schedule 1 hereto (the “Effective Date”).

4. Upon such acceptance by the Agent, as of the Effective Date, (i) the Added Bank
shall, in addition to the rights and obligations under the Credit Agreement held by it immediately
prior to the Effective Date, if any, have the rights and obligations under the Credit Agreement
that have been assumed by it pursuant to this Assumption and Acceptance.

5. Upon such acceptance by the Agent, from and after the Effective Date, the Agent
shall make all payments under the Credit Agreement and the Notes, if any, in respect of the
Commitment and Revolving Credit Commitment [and Local Currency Commitment] [and Japan
Local Currency Commitment] assumed hereby (including, without limitation, all payments of
principal, interest and Commitment Fees with respect thereto) to the Added Bank.

6. This Assumption and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York (without regard for conflict of law principles
that would result in the application of any law other than the internal law of the State of New
York).

IN WITNESS WHEREOF, the Added Bank and the Borrowers have caused this
Assumption and Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on Schedule 1 hereto.




2
Schedule 1
to
Assumption and Acceptance
Dated __________, 20__

Section 1.

Added Bank’s Commitment after
giving effect to this Assumption
and Acceptance: $_________

Added Bank’s Revolving Credit Commitment
after giving effect to this Assumption
and Acceptance: $_________

[Added Bank’s Local Currency Commitment
after giving effect to this Assumption
and Acceptance: $_________]

[Added Bank’s Japan Local Currency Commitment
after giving effect to this Assumption
and Acceptance: $_________]

Section 2.

Effective Date 28: ________, 20__

Section 3.

Domestic Lending Office ______________

Euro Lending Office ______________

RFR Lending Office ______________

[Local Currency Lending Office ______________]
[Japan Local Currency Lending Office ______________]




28
This date should be no earlier than the date of acceptance by the Agent.
1
DB1/ 132020002.3
CATERPILLAR INC.


By:
Title:


CATERPILLAR FINANCIAL
SERVICES CORPORATION


By:
Title:


CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY



By:
Title:


CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Title:




2
[NAME OF ADDED BANK]

By:
Title:

Accepted this _____ day
of _________________, 20__

[NAME OF AGENT]

By:
Title:




3
EXHIBIT D

FORM OF OPINION OF COUNSEL
FOR EACH OF CATERPILLAR AND CFSC

[Closing Date]

To the Banks listed on Schedule I hereto
and to Citibank, N.A., as Agent[, Citibank
Europe plc, UK Branch, as Local Currency Agent,
and MUFG Bank, Ltd., as Japan Local Currency Agent]

Re: [Name of Applicable Borrower]

Ladies and Gentlemen:

I am in-house counsel for [Name of Applicable Borrower], a Delaware corporation (the
“Borrower”), and give this opinion pursuant to Section 3.01(d) of the Third Amended and
Restated Credit Agreement (Five-Year Facility), dated as of September 1, 2022 (the “Credit
Agreement”), among the Borrower, [Caterpillar Inc./Caterpillar Financial Services Corporation],
Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki
Kaisha, the Banks parties thereto, Citibank Europe plc, UK Branch, as Local Currency Agent,
MUFG Bank, Ltd., as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks.
Terms defined in the Credit Agreement are used herein as therein defined.

I have examined the Credit Agreement; [the Local Currency Addendum; the Japan Local
Currency Addendum;] the documents furnished by the Borrower pursuant to Article III of the
Credit Agreement; the [[Restated] Certificate of Incorporation] of the Borrower and any
amendments thereto, as currently in effect (the “Charter”); and the [bylaws] of the Borrower and
any amendments thereto, as currently in effect (the “Bylaws”). In addition, I have examined the
originals, or copies certified to my satisfaction, of such other corporate records of the Borrower,
certificates of public officials, and agreements, instruments and other documents, and have
conducted such other investigations of fact and law, as I have deemed necessary or advisable for
purposes of this opinion letter.

In rendering my opinion, I have assumed the due authorization, execution and delivery of
each document referred to herein by all parties to such document other than the Borrower.

Based upon the foregoing, and subject to the comments and qualifications set forth
below, it is my opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to transact business and is
in good standing as a foreign corporation in each of the jurisdictions listed in Schedule II to this
opinion letter.

2. The execution, delivery and performance by the Borrower of the Credit
Agreement [, the Local Currency Addendum, the Japan Local Currency Addendum]29 and the
Notes to be executed by it are within the Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene, or constitute a default under
(i) the Charter or the Bylaws or (ii) in any material respect, the General Corporation Law of the

29
For CFSC opinion.
1
DB1/ 132020002.3
State of Delaware or any United States Federal or [Tennessee]30 law, rule or regulation
applicable to the Borrower (I express no opinion relating to the United States federal securities
laws or any state securities or Blue Sky laws), (iii) any agreement filed as an exhibit to the
Borrower’s annual report on Form 10-K, filed with the U.S. Securities and Exchange
Commission (the “Commission”) on [DATE], or any agreement filed or incorporated by
reference as an exhibit to a filing of the Borrower under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, with the Commission from [DATE] up to and
including the date hereof, or (iv) any material judgment, injunction order or decree binding upon
the Borrower.

3. No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body of the United States[,][or] the State of Delaware31 that
in my experience would normally be applicable to general business entities is required for the
execution, delivery and performance by the Borrower of the Credit Agreement [, the Local
Currency Addendum, the Japan Local Currency Addendum]32 and the Notes to be executed by it
(but I express no opinion relating to any state securities or Blue Sky laws).

4. The Credit Agreement [, the Local Currency Addendum, the Japan Local
Currency Addendum]33 and its Notes have been duly executed and delivered by a duly
authorized officer of the Borrower. Assuming that the Agent, the Local Currency Agent, the
Japan Local Currency Agent, and each Bank party to the Credit Agreement as of the date hereof
have duly executed and delivered the Credit Agreement and that each such Bank has notified the
Agent that such Bank has executed the Credit Agreement, [, and assuming that (x) the Local
Currency Agent and each Local Currency Bank party to the Local Currency Addendum as of the
date hereof have duly executed and delivered the Local Currency Addendum and that each such
Local Currency Bank has notified the Agent that such Local Currency Bank has executed the
Local Currency Addendum and (y) the Japan Local Currency Agent and each Japan Local
Currency Bank party to the Japan Local Currency Addendum as of the date hereof have duly
executed and delivered the Japan Local Currency Addendum and that each such Japan Local
Currency Bank has notified the Agent that such Japan Local Currency Bank has executed the
Japan Local Currency Addendum] the Credit Agreement is, [the Local Currency Addendum is,
the Japan Local Currency Addendum is,] the Notes executed and delivered by the Borrower on
or prior to the date hereof are, and any other Notes when executed and delivered by the Borrower
pursuant to the terms of the Credit Agreement will be, the valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective terms.34
5. There is no pending or, to my actual knowledge, threatened action or proceeding
affecting the Borrower or any of its Subsidiaries before any court, governmental agency or
arbitrator, which purports to affect the legality, validity or enforceability of the Credit Agreement
[, the Local Currency Addendum, the Japan Local Currency Addendum,] or any Note or which is
reasonably likely to materially adversely affect (i) the financial condition or operations of the
Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability of the Borrower to
perform its obligations under the Credit Agreement [, the Local Currency Addendum, the Japan
Local Currency Addendum] and the Notes to be executed by it.

Insofar as the foregoing opinions relate to the valid existence and good standing of the
Borrower, they are based solely on the certificates from public officials attached hereto as
Exhibit A. Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Borrower, such opinions are subject to (i)
30
External counsel to provide all New York law opinions.
31
External counsel to provide all New York law opinions.
32
For CFSC opinion.
33
For CFSC opinion.
34
External counsel to provide all New York law opinions.


2
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to
general principles of equity and (ii) limitations under applicable law or public policy on waivers
of rights or defenses.

I express no opinion as to (i) Sections 2.13 and 8.05 of the Credit Agreement, insofar as
they provide that any Bank purchasing a participation from another Bank pursuant thereto may
exercise set-off or similar rights with respect to such participation or that any Affiliate of a Bank
may exercise set-off or similar rights with respect to such Bank’s claims under the Credit
Agreement or the Notes; (ii) Section 2.12(c), 7.09 or 8.04(c), to the extent that any such section
may be construed as requiring indemnification with respect to a claim, damage, liability or
expense incurred as a result of any violation of law by a Bank[,][or] the Agent [the Local
Currency Agent or the Japan Local Currency Agent]; (iii) Section 8.08(c) of the Credit
Agreement [or any comparable provisions of the Japan Local Currency Addendum or the Local
Currency Addendum], insofar as [any] such provision relates to the subject matter jurisdiction of
the United States District Court to adjudicate any controversy related to the Credit Agreement; or
(iv) Sections 8.10 or 8.12, [or ]the last sentence of Section 8.08(b) of the Credit Agreement[or
any comparable provisions of the Japan Local Currency Addendum or the Local Currency
Addendum] or (v) clauses (B) and (C) of Section 8.08(c) of the Credit Agreement, insofar as
either such clause relates to the submission to jurisdiction in any Illinois State or United States
federal court sitting in Chicago, Illinois (and any appellate court hearing appeals from any such
court) or any United States federal court sitting in Nashville, Tennessee (and any appellate court
hearing appeals from any such court), as applicable.

[For Caterpillar Inc.:] [In rendering the opinion in numbered paragraph 2, I have assumed
that to the extent any document referred to in clause (iii) of numbered paragraph 2 is governed by
the law of a jurisdiction other than those referred to in the following paragraph, such document
would be interpreted in accordance with its plain meaning.]

[The foregoing opinions are limited to the federal law of the United States of America,
the law of the State of [Tennessee] and the General Corporation Law of the State of Delaware.]

This opinion letter is limited to the matters expressly set forth herein, and no opinion is
implied or may be inferred beyond the matters expressly set forth herein. The opinions
expressed herein are being delivered to you as of the date hereof in connection with the
transactions described hereinabove and are solely for your benefit in connection with the
transactions described hereinabove and may not be relied on, used, circulated, quoted or
otherwise referred to in any manner or for any purpose by any other Person, nor any copies
published, communicated or otherwise made available in whole or in part to any other Person
without my specific prior written consent, except that (A) you may furnish copies hereof, (i) to
your independent auditors and attorneys, (ii) upon the request of any state or federal authority or
official having regulatory jurisdiction over you, (iii) pursuant to order or legal process of any
court or governmental agency and (iv) to any of your permitted or prospective assigns and/or
participants in respect of the Credit Agreement, the Japan Local Currency Addendum and the
Local Currency Addendum and (B) assignees that become Banks party to the Credit Agreement
pursuant to Section 8.07 thereof may rely on this opinion as if addressed to them on the date
hereof, on the condition and understanding that (i) this opinion letter speaks only as of the date
hereof as described below and (ii) any such reliance by a future assignee must be actual and
reasonable under the circumstances existing at the time such person becomes an assignee,
including any changes in law, facts or any other developments known to or reasonably knowable
by such person at such time. I assume no obligation to advise you or any other person, or to
make any investigations, as to any legal developments or factual matters arising subsequent to
the date hereof that might affect the opinions expressed herein.

Very truly yours,


3
4
Schedule I




5
Schedule II

[Caterpillar Inc.
Alabama
Arizona
California
Georgia
Illinois
Indiana
Kentucky
Minnesota
Mississippi
Nebraska
North Carolina
South Carolina
Tennessee
Texas
Virginia
Wisconsin]

[Cat Financial
Tennessee]




1
DB1/ 132020002.3
Exhibit A

Good Standing Certificates

See attached.




2
EXHIBIT E

[RESERVED]




DB1/ 132020002.3
EXHIBIT F-1

FORM OF COMPLIANCE CERTIFICATE
CATERPILLAR INC.

To: The Banks which are parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Third Amended and
Restated Credit Agreement (Five-Year Facility), dated as of September 1, 2022, as the same may
be amended, restated, supplemented or otherwise modified from time to time (the “Agreement”)
among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar International
Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha (collectively,
the “Borrowers”), the Banks party thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent and Citibank, N.A., as agent for the
Banks. Capitalized terms used and not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ______________ of Caterpillar Inc. (the “Borrower”).

1. I have reviewed the terms of the Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements.

2. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default with
respect to the Borrower during or at the end of the accounting period covered by the attached
financial statements or as of the date hereof.

3. As required pursuant to Section 5.03 of the Agreement, the Borrower’s
Consolidated Net Worth, as of the end of the accounting period covered by the attached financial
statements, is at least $9,000,000,000 as shown below.
(a) Consolidated Net Worth $__________

(i) Stockholders’ equity $__________

(ii) Accumulated Other
Comprehensive Income $__________

(iii) Pension and other post-retirement
benefits balance within
Accumulated Other Comprehensive
Income $__________

The foregoing certifications and the financial statements delivered with this Certificate in
support hereof, are made and delivered this _____ day of __________, 20__.



1
DB1/ 132020002.3
CATERPILLAR INC.

By:
Name:
Title:




2
EXHIBIT F-2

FORM OF COMPLIANCE CERTIFICATE
CATERPILLAR FINANCIAL SERVICES CORPORATION

To: The Banks which are parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Third Amended and
Restated Credit Agreement (Five-Year Facility), dated as of September 1, 2022, as the same may
be amended, restated, supplemented or otherwise modified from time to time (the “Agreement”)
among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar International
Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha (collectively,
the “Borrowers”), the Banks party thereto, Citibank Europe plc, UK Branch, as Local Currency
Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, Citibank, N.A., as agent for the
Banks. Capitalized terms used and not otherwise defined herein shall have the meanings
attributed to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ______________ of Caterpillar Financial Services
Corporation (the “Borrower”).

1. I have reviewed the terms of the Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial
statements.

2. The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event of Default with
respect to the Borrower during or at the end of the accounting period covered by the attached
financial statements or as of the date hereof.

3. As required pursuant to Section 5.04(a) of the Agreement, the Borrower’s ratio
(the “Leverage Ratio”) of CFSC Consolidated Debt to CFSC’s Consolidated Net Worth, equal to
the average of the Leverage Ratios as determined on the last day of each of the six preceding
calendar months, as of the end of the accounting period covered by the attached financial
statements, is not greater than 10.0 to 1, as shown below.35

(a) CFSC Consolidated Debt* $__________

(b) CFSC’s Consolidated
Net Worth* $__________

(c) Leverage Ratio (6-month moving average) __________

(d) Leverage Ratio (at December 31, 20__) ___________

* At end of current accounting period


35
It being understood that rounding may cause minor discrepancies with the previous three Compliance Certificates
delivered.
1
DB1/ 132020002.3
1. As required pursuant to Section 5.04(b) of the Agreement, the ratio of (1) the
Borrower’s profit excluding income taxes, Interest Expense and Net Gain/(Loss) From Interest
Rate Derivatives to (2) Interest Expense, computed as of the end of the calendar quarter covered
by the attached financial statements for the rolling four-quarter period then most recently ended,
is not less than 1.15 to 1, as shown below.36

(e) Profit excluding income taxes, Interest
Expense and excluding Net Gain/(Loss)
From Interest Rate Derivatives $__________

(f) Interest Expense $__________

(g) Ratio of profit excluding income taxes,
Interest Expense and Net Gain/(Loss)
From Interest Rate Derivatives to
Interest Expenses (a÷b) __________

The foregoing certifications and the financial statements delivered with this Certificate in
support hereof, are made and delivered this _____ day of __________, 20__.

CATERPILLAR FINANCIAL SERVICES
CORPORATION

By:
Name:
Title:




36
It being understood that rounding may cause minor discrepancies with the previous three Compliance Certificates
delivered.


2
EXHIBIT G-1

FORM OF LOCAL CURRENCY ADDENDUM (FIVE-YEAR FACILITY)

LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the Credit
Agreement (as defined below), among Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company, the Local Currency Banks (as defined
below), Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency
Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Five-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and
Citibank Europe plc, UK Branch, as Local Currency Agent, as the same may be amended,
waived, modified or restated from time to time.

“Local Currency Advance” means any Advance, denominated in Pounds Sterling, Euro,
or any other Agreed Currency which CIF requests the Local Currency Banks to include as a
Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF
pursuant to Sections 2.03A and 2.03B of the Credit Agreement and this Addendum. A Local
Currency Advance shall bear interest at the rate specified in Schedule II.

“Local Currency Bank” means each Bank listed on the signature pages of this Addendum
or which becomes a party hereto pursuant to an Assignment and Acceptance or an Assumption
and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 2.01. Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Local Currency Addendum” as defined in the Credit
Agreement and is, together with the borrowings made hereunder, subject in all respects to
the terms and provisions of the Credit Agreement except to the extent that the terms and
provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control.
1
DB1/ 132020002.3
(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of
the Credit Agreement, without modification, shall govern this Addendum and the Local
Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Local
Currency Advances under this Addendum, any provisions for the issuance of promissory
notes to evidence the Local Currency Advances made hereunder and any additional
information requirements applicable to Local Currency Advances under this Addendum
are set forth on Schedule III. If no such special procedures, funding arrangements,
provisions or additional requirements are set forth on Schedule III, then the
corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 2.02. Maximum Borrowing Amounts.

(a) The Total Local Currency Commitment, and the Local Currency
Commitment and the Same Day Local Currency Commitment for each Local Currency
Bank party to this Addendum as of the date hereof, are set forth on Schedule I.

(d) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Local Currency Agent and the Local Currency Banks, CIF may from time to
time permanently reduce the Total Local Currency Commitment under this Addendum in
whole, or in part ratably among the Local Currency Banks, in an aggregate minimum
Dollar Amount of $10,000,000, and integral multiples of $1,000,000 in excess thereof;
provided, however, that the amount of the Total Local Currency Commitment may not be
reduced below the aggregate principal amount of the outstanding Local Currency
Advances with respect thereto. Any such reduction shall be allocated pro rata among all
the Local Currency Banks party to this Addendum by reference to their Local Currency
Commitments.

ARTICLE III

Representations and Warranties
Each of CFSC and CIF makes and confirms each representation and warranty applicable
to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each of CFSC
and CIF represents and warrants to each of the Local Currency Banks party to this Addendum
that no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, has occurred and is continuing, and no
Event of Default, or event which would constitute an Event of Default but for the requirement
that notice be given or time elapse or both, shall arise as a result of the making of Local Currency
Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01. Amendment; Termination.




2
(e) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Local Currency Banks hereunder and
subject to the provisions of Section 8.01 of the Credit Agreement.

(f) This Addendum may not be terminated without the prior written consent
of each Local Currency Bank party hereto, CFSC and CIF unless there are no Local
Currency Advances or any other amounts outstanding hereunder, in which case no such
consent of any Local Currency Bank shall be required; provided, however, that this
Addendum shall terminate on the date that the Credit Agreement terminates in
accordance with its terms.

SECTION 4.02. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Local Currency Banks of obligations, Local Currency Commitments and
Advances hereunder; provided, however, that a Local Currency Bank may not assign any
obligations, Local Currency Commitments or rights hereunder to any Person which is not (or
does not simultaneously become) a Bank under the Credit Agreement.

SECTION 4.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CIF, at Caterpillar International Finance Designated Activity
Company, 2120 West End Avenue, Nashville, Tennessee 37203-0001, Attention
Caterpillar International Finance Designated Activity Company c/o Treasurer (Facsimile
No. 615-341-8596) with a copy to CFSC at its address and facsimile number or electronic
mail address referenced in Section 8.02 of the Credit Agreement;

(g) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(h) if to the Local Currency Agent, at Citibank Europe plc, UK Branch,
Citigroup Centre, 5th Floor, Canary Wharf, London, United Kingdom, E14 5LB,
Facsimile No. 44 20 7492 3980 with a copy to the Agent at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;
(i) if to a Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Local Currency Bank became a
party hereto; and

(j) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties. All notices, demands, requests, consents and other communications
described in this Section 4.03 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails and
(iii) if delivered by electronic mail or any other telecommunications device, when transmitted to
an electronic mail address (or by another means of electronic delivery) as provided in this
Section 4.03; provided, however, that notices and communications to the Local Currency Agent


3
pursuant to Article II or V hereof or Article II of the Credit Agreement shall not be effective until
received by the Local Currency Agent.

SECTION 4.04. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 4.05. Sharing of Payments, Etc. If any Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Local Currency Advances made by it (other than pursuant to
Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable share
of payments on account of the Local Currency Advances obtained by all the Local Currency
Banks, such Local Currency Bank shall forthwith purchase from the other Local Currency Banks
such participations in the Local Currency Advances made by them as shall be necessary to cause
such purchasing Local Currency Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Local Currency Bank, such purchase from each other Local Currency Bank
shall be rescinded and each such other Local Currency Bank shall repay to the purchasing Local
Currency Bank the purchase price to the extent of such recovery together with an amount equal
to such other Local Currency Bank’s ratable share (according to the proportion of (i) the amount
of such other Local Currency Bank’s required repayment to (ii) the total amount so recovered
from the purchasing Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so recovered. CIF agrees that
any Local Currency Bank so purchasing a participation from another Local Currency Bank
pursuant to this Section 4.05 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as fully as if such Local
Currency Bank were the direct creditor of CIF in the amount of such participation.

SECTION 4.06. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK.

SECTION 4.07. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Local Currency Agent

SECTION 5.01. Appointment; Nature of Relationship. Citibank Europe plc, UK
Branch is appointed by the Local Currency Banks as the Local Currency Agent hereunder and
under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local Currency Bank with
the rights and duties expressly set forth herein and in the Credit Agreement applicable to the
Local Currency Agent. The Local Currency Agent agrees to act as such contractual
representative upon the express conditions contained in this Article V. Notwithstanding the use
of the defined term “Local Currency Agent,” it is expressly understood and agreed that the Local
Currency Agent shall not have any fiduciary responsibilities to any Local Currency Bank or
other Bank by reason of this Addendum and that the Local Currency Agent is merely acting as


4
the representative of the Local Currency Banks with only those duties as are expressly set forth
in this Addendum and the Credit Agreement. In its capacity as the Local Currency Banks’
contractual representative, the Local Currency Agent (i) does not assume any fiduciary duties to
any of the Banks, (ii) is a “representative” of the Local Currency Banks within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this Addendum and the
Credit Agreement. Each of the Local Currency Banks agrees to assert no claim against the Local
Currency Agent on any agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Bank waives.

SECTION 5.02. Powers. The Local Currency Agent shall have and may exercise
such powers under this Addendum and the Credit Agreement as are specifically delegated to the
Local Currency Agent by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Local Currency Agent shall have neither any implied duties or fiduciary
duties to the Local Currency Banks or the Banks, nor any obligation to the Local Currency Banks
or the Banks to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be taken by the
Local Currency Agent.

SECTION 5.03. General Immunity. Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be liable to any of the Borrowers or
any Bank for any action taken or omitted to be taken by it or them hereunder or under the Credit
Agreement or in connection herewith or therewith except to the extent such action or inaction is
found in a final non-appealable judgment by a court of competent jurisdiction to have arisen
from the gross negligence or willful misconduct of such Person.

SECTION 5.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 5.05. Action on Instructions of Local Currency Banks. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Local Currency Banks (except with respect to actions that require the consent of all of
the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. The Local Currency Agent shall be fully justified in
failing or refusing to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Local Currency Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing to take any such
action.

SECTION 5.06. Employment of Agents and Counsel. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Local
Currency Banks, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
The Local Currency Agent shall be entitled to advice of counsel concerning the contractual
arrangement among the Local Currency Agent and the Local Currency Banks, as the case may
be, and all matters pertaining to its duties hereunder and under the Credit Agreement.

SECTION 5.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]



5
SECTION 5.08. Other Transactions. The Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CIF or any of their respective Subsidiaries in which the Local Currency Agent is not
prohibited hereby from engaging with any other Person.

SECTION 5.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 5.10. Successor Local Currency Agent. The Local Currency Agent (i)
may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks
and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and
(ii) may be removed at any time with or without cause by the Majority Local Currency Banks.
Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of
the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local
Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as
successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a
successor Local Currency Agent. If no successor Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Local
Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of
the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on
behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent,
which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long
as no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given, time elapse or both, has occurred and is continuing, each such
successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which
approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Local Currency Agent hereunder by a successor Local
Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and
the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder
and under the Credit Agreement. After any retiring Local Currency Agent’s resignation
hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed as a deed by their duly authorized officers, all as of the date and year first above
written.


CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By:
Name:
Title:


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(Five-Year Facility)
CITIBANK, N.A., as the Agent


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(Five-Year Facility)
CITIBANK EUROPE PLC, UK BRANCH, as the
Local Currency Agent


By:
Name:
Title:




2
CITIBANK, N.A., as Local Currency Bank


By:
Name:
Title:




3
JPMORGAN CHASE BANK, N.A., as Local
Currency Bank


By:
Name:
Title:




4
BANK OF AMERICA, N.A., LONDON
BRANCH, as Local Currency Bank


By:
Name:
Title:




5
BARCLAYS BANK PLC, as Local Currency Bank


By:
Name:
Title:




6
SOCIÉTÉ GÉNÉRALE, as Local Currency Bank


By:
Name:
Title:




7
BNP PARIBAS LONDON BRANCH, as Local
Currency Bank


By:
Name:
Title:




8
COMMERZBANK AG, NEW YORK BRANCH,
as Local Currency Bank


By:
Name:
Title:




9
LLOYDS BANK PLC, as Local Currency Bank


By:
Name:
Title:




Signature Page to
Local Currency Addendum
(Five-Year Facility)
SCHEDULE I
to Local Currency Addendum
Local Currency Banks

Local Currency Commitments

Total Local Currency Commitment

Applicable Lending Office

Local Currency Same Day Local
Local Currency Bank Name Commitment Currency Commitment
Citibank, N.A. $166,000,000 $25,666,667
JPMorgan Chase Bank, N.A. $166,000,000 $25,666,667
Barclays Bank PLC $160,000,000 $23,500,000
Bank of America, N.A., London
Branch (formerly Bank of
America Merrill Lynch $155,000,000 $25,166,666
International Designated Activity
Company)
Société Générale $155,000,000 $23,500,000
BNP Paribas London Branch $70,000,000 $10,500,000
Commerzbank AG, New York $57,500,000 $8,500,000
Branch
Lloyds Bank plc $50,000,000 $7,500,000
KBC Bank N.V. $20,500,000 $0

Total Local Currency Total Same
Commitment: US $1,000,000,000 Day Local US $150,000,000
Currency
Sub-Facility:




1
DB1/ 132020002.3
Local Currency Bank Name Applicable Local Currency Lending Office

Citibank, N.A. Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 212-994-0961
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Platina Block 3
Floor 4
Bengaluru, India 560103
Attention: Vithal Giri
Bank of America, N.A., London (+91-80) 67905186N.A.,
Bank of America, ext.75186
London Branch
Branch 26 Elmfield Road,
Bromley, Kent, BR1 1LR,
United Kingdom
+44-208-313-2655 / 44 208 695 3389
+44 208 313 2140
Barclays Bank PLC emealoanoperations@baml.com
Barclays Bank PLC
745 7th Avenue
New York, NY 10019
Société Générale Société Générale
29 Boulevard Haussmann
75009 Paris
BNP Paribas London Branch BNP Paribas London Branch
10 Harewood Avenue
London NW1 6AA
Attention: Gary Mobley
Tel: +44 (0)20 7595 6422
Attention: Loans and Agency Desk
Commerzbank AG, New York Branch Tel: +44 (0)20 AG,
Commerzbank 7595New
6887York Branch
225 Liberty Street
New York, NY 10281-1050
Attention: Patrick Hartweger
Lloyds Bank plc Lloyds Bank plc
Wholesale Loans Servicing,
Bank House,
Wine Street,
Bristol BS1 2AN
KBC Bank N.V. KBC Bank N.V.
1177 Avenue of the Americas
New York, NY 10036
Attention: Joanne Gatto
Phone: (212) 541-0720




2
SCHEDULE II
to Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

1. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

2. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

3. Interest Rates:

Each Local Currency Advance (other than those also constituting RFR Advances) shall
bear interest from and including the first day of the Interest Period applicable thereto to
(but not including) the last day of such Interest Period at a rate per annum equal to the
sum of the EURIBOR Rate for such Interest Period plus the Applicable Margin as in
effect from time to time during such Interest Period; provided, however, after the
occurrence and during the continuance of an Event of Default or an event that would
constitute an Event of Default but for the requirement that notice be given or time elapse
or both, the provisions of Section 2.07(d) of the Credit Agreement shall be applicable.
Local Currency Advances constituting RFR Advances shall be governed by the
provisions set forth in the Credit Agreement that govern RFR Advances.

4. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.

Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CIF shall be permitted to prepay a Local Currency Advance subject
to the provisions of Section 8.04(b) of the Credit Agreement, on any Business Day,
provided, in the case of any prepayment, notice thereof is given to the Local Currency
Agent not later than 10:00 a.m. (London time) at least three (3) Business Days prior to
the date of such prepayment.




1
DB1/ 132020002.3
SCHEDULE III
to Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Local Currency Borrowing shall be given by CIF to the Agent and the Local
Currency Agent not later than 11:00 a.m. (London time) on the third Business Day prior
to the date of the proposed Local Currency Borrowing (or not later than 10:00 a.m.
(London time)) on the Business Day of the proposed Local Currency Borrowing, in the
case of a Local Currency Borrowing consisting of Same Day Local Currency Advances),
and the Agent (or the Local Currency Agent, in the case of a Local Currency Borrowing
consisting of Same Day Local Currency Advances) shall give each Local Currency Bank
prompt notice thereof in accordance with Section 4.03.

(b) Each Notice of Local Currency Borrowing shall be addressed to the Agent and the
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Local Currency Advances are to be made.

1. Funding Arrangements:

Minimum amounts/increments for Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

2. Promissory Notes: None required.




1
DB1/ 132020002.3
EXHIBIT G-2

FORM OF JAPAN LOCAL CURRENCY ADDENDUM (FIVE-YEAR FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the
Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below),
Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Five-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and
MUFG Bank, Ltd., as Japan Local Currency Agent, as the same may be amended, waived,
modified or restated from time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese Yen,
made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this
Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in
Schedule II.

“Japan Local Currency Bank” means each Bank listed on the signature pages of this
Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or an
Assumption and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 2.01. Japan Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Japan Local Currency Addendum” as defined in the
Credit Agreement and is, together with the borrowings made hereunder, subject in all
respects to the terms and provisions of the Credit Agreement except to the extent that the
terms and provisions of the Credit Agreement are modified by or are inconsistent with
this Addendum, in which case this Addendum shall control.

1
DB1/ 132020002.3
(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule II. If Schedule II states “None” or “Same
as Credit Agreement” with respect to any item listed thereon, then the corresponding
provisions of the Credit Agreement, without modification, shall govern this Addendum
and the Japan Local Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Japan
Local Currency Advances under this Addendum, any provisions for the issuance of
promissory notes to evidence the Japan Local Currency Advances made hereunder and
any additional information requirements applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule III. If no such special procedures,
funding arrangements, provisions or additional requirements are set forth on Schedule III,
then the corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 2.02. Maximum Borrowing Amounts.

(a) The Total Japan Local Currency Commitment, and the Japan Local
Currency Commitment for each Japan Local Currency Bank party to this Addendum as of
the date hereof, are set forth on Schedule I.

(d) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, CFKK
may from time to time permanently reduce the Total Japan Local Currency Commitment
under this Addendum in whole, or in part ratably among the Japan Local Currency
Banks, in an aggregate minimum Dollar Amount of $10,000,000, and integral multiples
of $1,000,000 in excess thereof; provided, however, that the amount of the Total Japan
Local Currency Commitment may not be reduced below the aggregate principal amount
of the outstanding Japan Local Currency Advances with respect thereto. Any such
reduction shall be allocated pro rata among all the Japan Local Currency Banks party to
this Addendum by reference to their Japan Local Currency Commitments.

ARTICLE III

Representations and Warranties
Each of CFSC and CFKK makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CFKK represents and warrants to each of the Japan Local Currency Banks party to
this Addendum that no Event of Default, or event which would constitute an Event of Default but
for the requirement that notice be given or time elapse or both, has occurred and is continuing,
and no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, shall arise as a result of the making of
Japan Local Currency Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01. Amendment; Termination.




2
(e) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Japan Local Currency Banks hereunder
and subject to the provisions of Section 8.01 of the Credit Agreement.

(f) This Addendum may not be terminated without the prior written consent
of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no
Japan Local Currency Advances or any other amounts outstanding hereunder, in which
case no such consent of any Japan Local Currency Bank shall be required; provided,
however, that this Addendum shall terminate on the date that the Credit Agreement
terminates in accordance with its terms.

SECTION 4.02. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Japan Local Currency Banks of obligations, Japan Local Currency Commitments
and Japan Local Currency Advances hereunder; provided, however, that a Japan Local Currency
Bank may not assign any obligations, Japan Local Currency Commitments or rights hereunder to
any Person which is not (or does not simultaneously become) a Bank under the Credit
Agreement.

SECTION 4.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CFKK, at Caterpillar Finance Kabushiki Kaisha, SBS Tower 14F,
4-10-1 Yoga, Setagaya-ku, Tokyo 158-0097, Japan, Attention: Managing Director
(Facsimile No. 813-5797-4522), with a copy to CFSC at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(g) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(h) if to the Japan Local Currency Agent, at MUFG Bank, Ltd., Osaka
Corporate Banking Group, Osaka Corporate Banking Division No. 3, Corporate Banking
Department No. 3, 3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan,
Attention: Mr. Kazuki Takehara (Telecopy No.: 06-6206-9039 / 81-06-6206-9039)
(Telephone No.: 06-6206-9036 / 81-06-6206-9036) with a copy to the Agent at its
address and facsimile number or electronic mail address referenced in Section 8.02 of the
Credit Agreement;

(i) if to a Japan Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Japan Local Currency Bank became
a party hereto;

(j) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York, 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties.




3
All notices, demands, requests, consents and other communications described in this Section
4.03 shall be effective (i) if delivered by hand, including any overnight courier service, upon
personal delivery, (ii) if delivered by mail, when deposited in the mails and (iii) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in this Section 4.03; provided,
however, that notices and communications to the Japan Local Currency Agent pursuant to
Article II or V hereof or Article II of the Credit Agreement shall not be effective until received
by the Japan Local Currency Agent.

SECTION 4.04. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 4.05. Sharing of Payments, Etc. If any Japan Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Japan Local Currency Advances made by it (other than pursuant
to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable
share of payments on account of the Japan Local Currency Advances obtained by all the Japan
Local Currency Banks, such Japan Local Currency Bank shall forthwith purchase from the other
Japan Local Currency Banks such participations in the Japan Local Currency Advances made by
them as shall be necessary to cause such purchasing Japan Local Currency Bank to share the
excess payment ratably with each of them, provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Japan Local Currency Bank, such
purchase from each other Japan Local Currency Bank shall be rescinded and each such other
Japan Local Currency Bank shall repay to the purchasing Japan Local Currency Bank the
purchase price to the extent of such recovery together with an amount equal to such other Japan
Local Currency Bank’s ratable share (according to the proportion of (i) the amount of such other
Japan Local Currency Bank’s required repayment to (ii) the total amount so recovered from the
purchasing Japan Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Japan Local Currency Bank in respect of the total amount so recovered. CFKK
agrees that any Japan Local Currency Bank so purchasing a participation from another Japan
Local Currency Bank pursuant to this Section 4.05 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Japan Local Currency Bank were the direct creditor of CFKK in the amount of
such participation.
SECTION 4.06. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK.

SECTION 4.07. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Japan Local Currency Agent

SECTION 5.01. Appointment; Nature of Relationship. MUFG Bank, Ltd. is
appointed by the Japan Local Currency Banks as the Japan Local Currency Agent hereunder and


4
under the Credit Agreement, and each of the Japan Local Currency Banks irrevocably authorizes
the Japan Local Currency Agent to act as the contractual representative of such Japan Local
Currency Bank with the rights and duties expressly set forth herein and in the Credit Agreement
applicable to the Japan Local Currency Agent. The Japan Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article V.
Notwithstanding the use of the defined term “Japan Local Currency Agent,” it is expressly
understood and agreed that the Japan Local Currency Agent shall not have any fiduciary
responsibilities to any Japan Local Currency Bank or other Bank by reason of this Addendum
and that the Japan Local Currency Agent is merely acting as the representative of the Japan
Local Currency Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Japan Local Currency Banks’ contractual representative,
the Japan Local Currency Agent (i) does not assume any fiduciary duties to any of the Banks, (ii)
is a “representative” of the Japan Local Currency Banks within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Addendum and the Credit
Agreement. Each of the Japan Local Currency Banks agrees to assert no claim against the Japan
Local Currency Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Bank waives.

SECTION 5.02. Powers. The Japan Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are specifically
delegated to the Japan Local Currency Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Japan Local Currency Agent shall have neither
any implied duties or fiduciary duties to the Japan Local Currency Banks or the Banks, nor any
obligation to the Japan Local Currency Banks or the Banks to take any action hereunder or under
the Credit Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Japan Local Currency Agent.

SECTION 5.03. General Immunity. Neither the Japan Local Currency Agent nor
any of its respective directors, officers, agents or employees shall be liable to any of the
Borrowers or any Bank for any action taken or omitted to be taken by it or them hereunder or
under the Credit Agreement or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

SECTION 5.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 5.05. Action on Instructions of Japan Local Currency Banks. The Japan
Local Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Japan Local Currency Banks (except with respect to actions that require the consent of
all of the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Japan Local Currency Banks. The Japan Local Currency Agent shall be
fully justified in failing or refusing to take any action hereunder and under the Credit Agreement
unless it shall first be indemnified to its satisfaction by the Japan Local Currency Banks pro rata
against any and all liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

SECTION 5.06. Employment of Agents and Counsel. The Japan Local Currency
Agent may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Japan


5
Local Currency Banks, except as to money or securities received by it or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Japan Local Currency Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Japan Local Currency Agent and the Japan
Local Currency Banks, as the case may be, and all matters pertaining to its duties hereunder and
under the Credit Agreement.

SECTION 5.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]

SECTION 5.08. Other Transactions. The Japan Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CFKK or any of their respective Subsidiaries in which the Japan Local Currency Agent is
not prohibited hereby from engaging with any other Person.

SECTION 5.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 5.10. Successor Japan Local Currency Agent. The Japan Local
Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the
Japan Local Currency Banks and the Borrowers, and may appoint one of its Affiliates as
successor Japan Local Currency Agent and (ii) may be removed at any time with or without
cause by the Majority Japan Local Currency Banks. Upon any such resignation or removal, the
Majority Japan Local Currency Banks, with the consent of the Agent, shall have the right to
appoint (unless, in the case of the resignation of the Japan Local Currency Agent, the resigning
Japan Local Currency Agent has appointed one of its Affiliates as successor Japan Local
Currency Agent), on behalf of the Borrowers and the Japan Local Currency Banks, a successor
Japan Local Currency Agent. If no successor Japan Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Japan
Local Currency Agent’s giving notice of resignation or the Majority Japan Local Currency
Banks’ removal of the retiring Japan Local Currency Agent, then the retiring Japan Local
Currency Agent may appoint, on behalf of the Borrowers and the Japan Local Currency Banks, a
successor Japan Local Currency Agent, which need not be one of its Affiliates. Notwithstanding
anything herein to the contrary, so long as no Event of Default, or event which would constitute
an Event of Default but for the requirement that notice be given, time elapse or both, has
occurred and is continuing, each such successor Japan Local Currency Agent shall be subject to
written approval by CFSC and CFKK, which approval shall not be unreasonably withheld. Such
successor Japan Local Currency Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Japan Local
Currency Agent hereunder by a successor Japan Local Currency Agent, such successor Japan
Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Japan Local Currency Agent, and the retiring Japan Local
Currency Agent shall be discharged from its duties and obligations hereunder and under the
Credit Agreement. After any retiring Japan Local Currency Agent’s resignation hereunder as
Japan Local Currency Agent, the provisions of this Article V shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Japan Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By:
Name:
Title:


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By:
Name:
Title:




Signature Page to
Japan Local Currency Addendum
(Five-Year Facility)
CITIBANK, N.A., as the Agent


By:
Name:
Title:




8
MUFG BANK, LTD., as the Japan Local Currency
Agent


By:
Name: Yoshikazu Shimauchi
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




9
MUFG BANK, LTD., as the Japan Local Currency
Bank


By:
Name: Yoshikazu Shimauchi
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(Five-Year Facility)
SCHEDULE I
to Japan Local Currency Addendum

Japan Local Currency Banks

Japan Local Currency Commitments

Total Japan Local Currency Commitment

Applicable Lending Office

Japan Local Currency Bank Name Japan Local Currency Commitment
MUFG Bank, Ltd. US $75,000,000

Total Japan Local Currency
Commitment: US $75,000,000

Japan Local Currency Bank Name Applicable Japan Local Currency Lending Office

MUFG Bank, Ltd. MUFG Bank, Ltd.,
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3
Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka
541-8530, Japan
Attention: Mr. Kazuki Takehara
(Telephone No.: 06-6206-9036 / 81-06-6206-9036)
(Facsimile No.: 06-6206-9039 / 81-06-6206-9039)




1
DB1/ 132020002.3
SCHEDULE II
to Japan Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

1. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

2. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

3. Interest Rates:

Each Japan Local Currency Advance that is a TONAR Advance shall bear interest at a
rate per annum equal to the sum of (i) TONAR for such Japan Local Currency Advance
plus (ii) the Applicable Margin as in effect from time to time during such Interest Period;
provided, however, after the occurrence and during the continuance of an Event of
Default or an event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, the provisions of Section 2.07(d) of the Credit
Agreement shall be applicable. Each Japan Local Currency Advance that is a Japan Base
Rate Advance shall bear interest during any Interest Period at a per annum rate equal to
the sum of (i) the Japan Base Rate plus (ii) the Applicable Margin in effect from time to
time during such Interest Period. The terms of Section 2.07 and the other provisions of
the Credit Agreement shall otherwise govern the accrual and payment of interest on Japan
Local Currency Advances.

4. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.
Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CFKK shall be permitted to prepay a Japan Local Currency
Advance subject to the provisions of Section 8.04(b) of the Credit Agreement, on any
Business Day, provided, in the case of any prepayment, notice thereof is given to the
Japan Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo
time) at least three (3) Business Days prior to the date of such prepayment.




1
DB1/ 132020002.3
SCHEDULE III
to Japan Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Japan Local Currency Borrowing shall be given by CFKK to the Japan
Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo time)
on the third Business Day prior to the date of the proposed Japan Local Currency
Borrowing (or not later than 10:00 a.m. (Tokyo time) on the Business Day of the
proposed Japan Local Currency Borrowing if such proposed Japan Local Currency
Borrowing is requested on a same-day basis), and the Japan Local Currency Agent shall
give each Japan Local Currency Bank prompt notice thereof in accordance with Section
4.03.

(b) Each Notice of Japan Local Currency Borrowing shall be addressed to the Japan
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Japan Local Currency Advances are to be made.

1. Funding Arrangements:

Minimum amounts/increments for Japan Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

2. Promissory Notes: None required.




1
DB1/ 132020002.3
EXHIBIT 10.8


LOCAL CURRENCY ADDENDUM (FIVE-YEAR FACILITY)

LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the Credit
Agreement (as defined below), among Caterpillar Financial Services Corporation, Caterpillar
International Finance Designated Activity Company, the Local Currency Banks (as defined
below), Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency
Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Five-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, MUFG Bank, Ltd., as Japan Local Currency Agent, and
Citibank Europe plc, UK Branch, as Local Currency Agent, as the same may be amended,
waived, modified or restated from time to time.

“Local Currency Advance” means any Advance, denominated in Pounds Sterling, Euro,
or any other Agreed Currency which CIF requests the Local Currency Banks to include as a
Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF
pursuant to Sections 2.03A and 2.03B of the Credit Agreement and this Addendum. A Local
Currency Advance shall bear interest at the rate specified in Schedule II.

“Local Currency Bank” means each Bank listed on the signature pages of this Addendum
or which becomes a party hereto pursuant to an Assignment and Acceptance or an Assumption
and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 2.01. Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Local Currency Addendum” as defined in the Credit
Agreement and is, together with the borrowings made hereunder, subject in all respects to
the terms and provisions of the Credit Agreement except to the extent that the terms and
provisions of the Credit Agreement are modified by or are inconsistent with this
Addendum, in which case this Addendum shall control.
(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Local Currency Advances under this
Addendum are set forth on Schedule II. If Schedule II states “None” or “Same as Credit
Agreement” with respect to any item listed thereon, then the corresponding provisions of
the Credit Agreement, without modification, shall govern this Addendum and the Local
Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Local
Currency Advances under this Addendum, any provisions for the issuance of promissory
notes to evidence the Local Currency Advances made hereunder and any additional
information requirements applicable to Local Currency Advances under this Addendum
are set forth on Schedule III. If no such special procedures, funding arrangements,
provisions or additional requirements are set forth on Schedule III, then the
corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 2.02. Maximum Borrowing Amounts.

(a) The Total Local Currency Commitment, and the Local Currency
Commitment and the Same Day Local Currency Commitment for each Local Currency
Bank party to this Addendum as of the date hereof, are set forth on Schedule I.

(d) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Local Currency Agent and the Local Currency Banks, CIF may from time to
time permanently reduce the Total Local Currency Commitment under this Addendum in
whole, or in part ratably among the Local Currency Banks, in an aggregate minimum
Dollar Amount of $10,000,000, and integral multiples of $1,000,000 in excess thereof;
provided, however, that the amount of the Total Local Currency Commitment may not be
reduced below the aggregate principal amount of the outstanding Local Currency
Advances with respect thereto. Any such reduction shall be allocated pro rata among all
the Local Currency Banks party to this Addendum by reference to their Local Currency
Commitments.

ARTICLE III

Representations and Warranties
Each of CFSC and CIF makes and confirms each representation and warranty applicable
to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each of CFSC
and CIF represents and warrants to each of the Local Currency Banks party to this Addendum
that no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, has occurred and is continuing, and no
Event of Default, or event which would constitute an Event of Default but for the requirement
that notice be given or time elapse or both, shall arise as a result of the making of Local Currency
Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01. Amendment; Termination.




2
(a) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Local Currency Banks hereunder and
subject to the provisions of Section 8.01 of the Credit Agreement.

(b) This Addendum may not be terminated without the prior written consent
of each Local Currency Bank party hereto, CFSC and CIF unless there are no Local
Currency Advances or any other amounts outstanding hereunder, in which case no such
consent of any Local Currency Bank shall be required; provided, however, that this
Addendum shall terminate on the date that the Credit Agreement terminates in
accordance with its terms.

SECTION 4.02. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Local Currency Banks of obligations, Local Currency Commitments and
Advances hereunder; provided, however, that a Local Currency Bank may not assign any
obligations, Local Currency Commitments or rights hereunder to any Person which is not (or
does not simultaneously become) a Bank under the Credit Agreement.

SECTION 4.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CIF, at Caterpillar International Finance Designated Activity
Company, 2120 West End Avenue, Nashville, Tennessee 37203-0001, Attention
Caterpillar International Finance Designated Activity Company c/o Treasurer (Facsimile
No. 615-341-8596) with a copy to CFSC at its address and facsimile number or electronic
mail address referenced in Section 8.02 of the Credit Agreement;

(e) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(f) if to the Local Currency Agent, at Citibank Europe plc, UK Branch,
Citigroup Centre, 5th Floor, Canary Wharf, London, United Kingdom, E14 5LB,
Facsimile No. 44 20 7492 3980 with a copy to the Agent at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;
(g) if to a Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Local Currency Bank became a
party hereto; and

(h) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties. All notices, demands, requests, consents and other communications
described in this Section 4.03 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails and
(iii) if delivered by electronic mail or any other telecommunications device, when transmitted to
an electronic mail address (or by another means of electronic delivery) as provided in this
Section 4.03; provided, however, that notices and communications to the Local Currency Agent


3
pursuant to Article II or V hereof or Article II of the Credit Agreement shall not be effective until
received by the Local Currency Agent.

SECTION 4.04. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 4.05. Sharing of Payments, Etc. If any Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Local Currency Advances made by it (other than pursuant to
Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable share
of payments on account of the Local Currency Advances obtained by all the Local Currency
Banks, such Local Currency Bank shall forthwith purchase from the other Local Currency Banks
such participations in the Local Currency Advances made by them as shall be necessary to cause
such purchasing Local Currency Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Local Currency Bank, such purchase from each other Local Currency Bank
shall be rescinded and each such other Local Currency Bank shall repay to the purchasing Local
Currency Bank the purchase price to the extent of such recovery together with an amount equal
to such other Local Currency Bank’s ratable share (according to the proportion of (i) the amount
of such other Local Currency Bank’s required repayment to (ii) the total amount so recovered
from the purchasing Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so recovered. CIF agrees that
any Local Currency Bank so purchasing a participation from another Local Currency Bank
pursuant to this Section 4.05 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as fully as if such Local
Currency Bank were the direct creditor of CIF in the amount of such participation.

SECTION 4.06. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK.

SECTION 4.07. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Local Currency Agent

SECTION 5.01. Appointment; Nature of Relationship. Citibank Europe plc, UK
Branch is appointed by the Local Currency Banks as the Local Currency Agent hereunder and
under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the
Local Currency Agent to act as the contractual representative of such Local Currency Bank with
the rights and duties expressly set forth herein and in the Credit Agreement applicable to the
Local Currency Agent. The Local Currency Agent agrees to act as such contractual
representative upon the express conditions contained in this Article V. Notwithstanding the use
of the defined term “Local Currency Agent,” it is expressly understood and agreed that the Local
Currency Agent shall not have any fiduciary responsibilities to any Local Currency Bank or
other Bank by reason of this Addendum and that the Local Currency Agent is merely acting as


4
the representative of the Local Currency Banks with only those duties as are expressly set forth
in this Addendum and the Credit Agreement. In its capacity as the Local Currency Banks’
contractual representative, the Local Currency Agent (i) does not assume any fiduciary duties to
any of the Banks, (ii) is a “representative” of the Local Currency Banks within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this Addendum and the
Credit Agreement. Each of the Local Currency Banks agrees to assert no claim against the Local
Currency Agent on any agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Bank waives.

SECTION 5.02. Powers. The Local Currency Agent shall have and may exercise
such powers under this Addendum and the Credit Agreement as are specifically delegated to the
Local Currency Agent by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Local Currency Agent shall have neither any implied duties or fiduciary
duties to the Local Currency Banks or the Banks, nor any obligation to the Local Currency Banks
or the Banks to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be taken by the
Local Currency Agent.

SECTION 5.03. General Immunity. Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be liable to any of the Borrowers or
any Bank for any action taken or omitted to be taken by it or them hereunder or under the Credit
Agreement or in connection herewith or therewith except to the extent such action or inaction is
found in a final non-appealable judgment by a court of competent jurisdiction to have arisen
from the gross negligence or willful misconduct of such Person.

SECTION 5.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 5.05. Action on Instructions of Local Currency Banks. The Local
Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Local Currency Banks (except with respect to actions that require the consent of all of
the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. The Local Currency Agent shall be fully justified in
failing or refusing to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Local Currency Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing to take any such
action.

SECTION 5.06. Employment of Agents and Counsel. The Local Currency Agent
may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Local
Currency Banks, except as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
The Local Currency Agent shall be entitled to advice of counsel concerning the contractual
arrangement among the Local Currency Agent and the Local Currency Banks, as the case may
be, and all matters pertaining to its duties hereunder and under the Credit Agreement.

SECTION 5.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]



5
SECTION 5.08. Other Transactions. The Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CIF or any of their respective Subsidiaries in which the Local Currency Agent is not
prohibited hereby from engaging with any other Person.

SECTION 5.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 5.10. Successor Local Currency Agent. The Local Currency Agent (i)
may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks
and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and
(ii) may be removed at any time with or without cause by the Majority Local Currency Banks.
Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of
the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local
Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as
successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a
successor Local Currency Agent. If no successor Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Local
Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of
the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on
behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent,
which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long
as no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given, time elapse or both, has occurred and is continuing, each such
successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which
approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Local Currency Agent hereunder by a successor Local
Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and
the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder
and under the Credit Agreement. After any retiring Local Currency Agent’s resignation
hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR INTERNATIONAL FINANCE
DESIGNATED ACTIVITY COMPANY


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer




Signature Page to
Local Currency Addendum
(Five-Year Facility)
CITIBANK, N.A., as the Agent


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Local Currency Addendum
(Five-Year Facility)
CITIBANK EUROPE PLC, UK BRANCH, as the
Local Currency Agent


By /s/ Alasdair Garnham
Name: Alasdair Garnham
Title: Vice President




Signature Page to
Local Currency Addendum
(Five-Year Facility)
CITIBANK, N.A., as Local Currency Bank


By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
JPMORGAN CHASE BANK, N.A., as Local
Currency Bank


By /s/ Will Price
Name: Will Price
Title: Vice President




Signature Page to
Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
BANK OF AMERICA, N.A., LONDON
BRANCH, as Local Currency Bank


By /s/ Christopher Coney
Name: Christopher Coney
Title: Vice President




Signature Page to
Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
BARCLAYS BANK PLC, as Local Currency Bank


By /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President




Signature Page to
Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
SOCIÉTÉ GÉNÉRALE, as Local Currency Bank


By /s/ Kimberly Metzger
Name: Kimberly Metzger
Title: Director




Signature Page to
Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
BNP PARIBAS LONDON BRANCH, as Local
Currency Bank


By /s/ Ben South
Name: Ben South
Title:




Signature Page to
Local Currency Addendum
(Five-Year Facility)
COMMERZBANK AG, NEW YORK BRANCH,
as Local Currency Bank


By /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director



By /s/ Jack Deegan
Name: Jack Deegan
Title: Director




Signature Page to
Local Currency Addendum
(Five-Year Facility)
LLOYDS BANK PLC, as Local Currency Bank


By /s/ Martin Mactavish
Name: Martin Mactavish
Title: Associate Director




Signature Page to
Local Currency Addendum
(Five-Year Facility)
KBC BANK N.V., as Local Currency Bank


By /s/ William Cavanaugh
Name: William Cavanaugh
Title: Director


By /s/ Francis X. Payne
Name: Francis X. Payne
Title: Managing Director




Signature Page to
Local Currency Addendum
(Five-Year Facility)
SCHEDULE I
to Local Currency Addendum
Local Currency Banks

Local Currency Commitments

Total Local Currency Commitment

Applicable Lending Office

Local Currency Same Day Local
Local Currency Bank Name Commitment Currency Commitment
Citibank, N.A. $166,000,000 $25,666,667
JPMorgan Chase Bank, N.A. $166,000,000 $25,666,667
Barclays Bank PLC $160,000,000 $23,500,000
Bank of America, N.A., London
Branch (formerly Bank of
America Merrill Lynch $155,000,000 $25,166,666
International Designated Activity
Company)
Société Générale $155,000,000 $23,500,000
BNP Paribas London Branch $70,000,000 $10,500,000
Commerzbank AG, New York
$57,500,000 $8,500,000
Branch
Lloyds Bank plc $50,000,000 $7,500,000
KBC Bank N.V. $20,500,000 $0

Total Local Currency Total Same
Commitment: US $1,000,000,000 Day Local US $150,000,000
Currency
Sub-Facility:




1
DB1/ 132020002.3
Local Currency Bank Name Applicable Local Currency Lending Office

Citibank, N.A. Citibank, N.A.
1615 Brett Rd., Building No. 3
New Castle, Delaware 19720
Attention of: Bank Loan Syndications
Telecopier No.: 212-994-0961
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Platina Block 3
Floor 4
Bengaluru, India 560103
Bank of America, N.A., London Attention: Vithal Giri
Bank of America, N.A., London Branch
Branch 26 Elmfield Road,
Bromley, Kent, BR1 1LR,
United Kingdom
+44-208-313-2655 / 44 208 695 3389
Barclays Bank PLC Barclays Bank PLC
745 7th Avenue
Société Générale New York,
Société NY 10019
Générale
29 Boulevard Haussmann
BNP Paribas London Branch 75009 Paris London Branch
BNP Paribas
10 Harewood Avenue
London NW1 6AA
Attention: Gary Mobley
Tel: +44 (0)20 7595 6422
Commerzbank AG, New York Branch Commerzbank AG, New York Branch
225 Liberty Street
New York, NY 10281-1050
Lloyds Bank plc Lloyds Bank plc
Wholesale Loans Servicing,
Bank House,
Wine Street,
KBC Bank N.V. KBC Bank N.V.
1177 Avenue of the Americas
New York, NY 10036
Attention: Joanne Gatto




2
SCHEDULE II
to Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

1. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

2. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

3. Interest Rates:

Each Local Currency Advance (other than those also constituting RFR Advances) shall
bear interest from and including the first day of the Interest Period applicable thereto to
(but not including) the last day of such Interest Period at a rate per annum equal to the
sum of the EURIBOR Rate for such Interest Period plus the Applicable Margin as in
effect from time to time during such Interest Period; provided, however, after the
occurrence and during the continuance of an Event of Default or an event that would
constitute an Event of Default but for the requirement that notice be given or time elapse
or both, the provisions of Section 2.07(d) of the Credit Agreement shall be applicable.
Local Currency Advances constituting RFR Advances shall be governed by the
provisions set forth in the Credit Agreement that govern RFR Advances.

4. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.

Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CIF shall be permitted to prepay a Local Currency Advance subject
to the provisions of Section 8.04(b) of the Credit Agreement, on any Business Day,
provided, in the case of any prepayment, notice thereof is given to the Local Currency
Agent not later than 10:00 a.m. (London time) at least three (3) Business Days prior to
the date of such prepayment.




1
DB1/ 132020002.3
SCHEDULE III
to Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Local Currency Borrowing shall be given by CIF to the Agent and the Local
Currency Agent not later than 11:00 a.m. (London time) on the third Business Day prior
to the date of the proposed Local Currency Borrowing (or not later than 10:00 a.m.
(London time)) on the Business Day of the proposed Local Currency Borrowing, in the
case of a Local Currency Borrowing consisting of Same Day Local Currency Advances),
and the Agent (or the Local Currency Agent, in the case of a Local Currency Borrowing
consisting of Same Day Local Currency Advances) shall give each Local Currency Bank
prompt notice thereof in accordance with Section 4.03.

(b) Each Notice of Local Currency Borrowing shall be addressed to the Agent and the
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Local Currency Advances are to be made.

5. Funding Arrangements:

Minimum amounts/increments for Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

6. Promissory Notes: None required.




2
EXHIBIT 10.9


JAPAN LOCAL CURRENCY ADDENDUM (FIVE-YEAR FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of September 1, 2022, to the
Credit Agreement (as defined below), among Caterpillar Financial Services Corporation,
Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below),
Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Addendum, the following terms
shall have the meanings specified below:

“Credit Agreement” means the Third Amended and Restated Credit Agreement (Five-
Year Facility), dated as of September 1, 2022, among Caterpillar Inc., Caterpillar Financial
Services Corporation, Caterpillar International Finance Designated Activity Company,
Caterpillar Finance Kabushiki Kaisha, the financial institutions from time to time party thereto as
Banks, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and
MUFG Bank, Ltd., as Japan Local Currency Agent, as the same may be amended, waived,
modified or restated from time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese Yen,
made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this
Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in
Schedule II.

“Japan Local Currency Bank” means each Bank listed on the signature pages of this
Addendum or which becomes a party hereto pursuant to an Assignment and Acceptance or an
Assumption and Acceptance.

SECTION 1.02. Terms Generally. Unless otherwise defined herein, terms defined
in the Credit Agreement shall have the same meanings in this Addendum. Wherever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. All references herein to Sections and Schedules shall be deemed references
to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE II

The Credits

SECTION 2.01. Japan Local Currency Advances.

(a) This Addendum (as the same may be amended, waived, modified or
restated from time to time) is the “Japan Local Currency Addendum” as defined in the
Credit Agreement and is, together with the borrowings made hereunder, subject in all
respects to the terms and provisions of the Credit Agreement except to the extent that the
terms and provisions of the Credit Agreement are modified by or are inconsistent with
this Addendum, in which case this Addendum shall control.

(b) Any modifications to the interest payment dates, Interest Periods, interest
rates and any other special provisions applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule II. If Schedule II states “None” or “Same
as Credit Agreement” with respect to any item listed thereon, then the corresponding
provisions of the Credit Agreement, without modification, shall govern this Addendum
and the Japan Local Currency Advances made pursuant to this Addendum.

(c) Any special borrowing procedures or funding arrangements for Japan
Local Currency Advances under this Addendum, any provisions for the issuance of
promissory notes to evidence the Japan Local Currency Advances made hereunder and
any additional information requirements applicable to Japan Local Currency Advances
under this Addendum are set forth on Schedule III. If no such special procedures,
funding arrangements, provisions or additional requirements are set forth on Schedule III,
then the corresponding procedures, funding arrangements, provisions and information
requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 2.02. Maximum Borrowing Amounts.

(a) The Total Japan Local Currency Commitment, and the Japan Local
Currency Commitment for each Japan Local Currency Bank party to this Addendum as of
the date hereof, are set forth on Schedule I.

(d) Upon at least five (5) Business Days prior irrevocable written notice to the
Agent, the Japan Local Currency Agent and the Japan Local Currency Banks, CFKK
may from time to time permanently reduce the Total Japan Local Currency Commitment
under this Addendum in whole, or in part ratably among the Japan Local Currency
Banks, in an aggregate minimum Dollar Amount of $10,000,000, and integral multiples
of $1,000,000 in excess thereof; provided, however, that the amount of the Total Japan
Local Currency Commitment may not be reduced below the aggregate principal amount
of the outstanding Japan Local Currency Advances with respect thereto. Any such
reduction shall be allocated pro rata among all the Japan Local Currency Banks party to
this Addendum by reference to their Japan Local Currency Commitments.

ARTICLE III

Representations and Warranties

Each of CFSC and CFKK makes and confirms each representation and warranty
applicable to it or any of its Subsidiaries contained in Article IV of the Credit Agreement. Each
of CFSC and CFKK represents and warrants to each of the Japan Local Currency Banks party to
this Addendum that no Event of Default, or event which would constitute an Event of Default but
for the requirement that notice be given or time elapse or both, has occurred and is continuing,
and no Event of Default, or event which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, shall arise as a result of the making of
Japan Local Currency Advances hereunder or any other transaction contemplated hereby.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01. Amendment; Termination.

(a) This Addendum (including the Schedules hereto) may not be amended
without the prior written consent of the Majority Japan Local Currency Banks hereunder
and subject to the provisions of Section 8.01 of the Credit Agreement.




2
(b) This Addendum may not be terminated without the prior written consent
of each Japan Local Currency Bank party hereto, CFSC and CFKK unless there are no
Japan Local Currency Advances or any other amounts outstanding hereunder, in which
case no such consent of any Japan Local Currency Bank shall be required; provided,
however, that this Addendum shall terminate on the date that the Credit Agreement
terminates in accordance with its terms.

SECTION 4.02. Assignments. Section 8.07 of the Credit Agreement shall apply to
assignments by Japan Local Currency Banks of obligations, Japan Local Currency Commitments
and Japan Local Currency Advances hereunder; provided, however, that a Japan Local Currency
Bank may not assign any obligations, Japan Local Currency Commitments or rights hereunder to
any Person which is not (or does not simultaneously become) a Bank under the Credit
Agreement.

SECTION 4.03. Notices, Etc. Except as otherwise provided herein, all notices,
demands, requests, consents and other communications provided for hereunder shall be given in
writing or by any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

(a) if to CFKK, at Caterpillar Finance Kabushiki Kaisha, SBS Tower 14F,
4-10-1 Yoga, Setagaya-ku, Tokyo 158-0097, Japan, Attention: Managing Director
(Facsimile No. 813-5797-4522), with a copy to CFSC at its address and facsimile
number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

(e) if to CFSC, at its address and facsimile number or electronic mail address
referenced in Section 8.02 of the Credit Agreement;

(f) if to the Japan Local Currency Agent, at MUFG Bank, Ltd., Osaka
Corporate Banking Group, Osaka Corporate Banking Division No. 3, Corporate Banking
Department No. 3, 3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka 541-8530, Japan,
Attention: Mr. Kazuki Takehara (Telecopy No.: 06-6206-9039 / 81-06-6206-9039)
(Telephone No.: 06-6206-9036 / 81-06-6206-9036) with a copy to the Agent at its
address and facsimile number or electronic mail address referenced in Section 8.02 of the
Credit Agreement;

(g) if to a Japan Local Currency Bank, at its address (and facsimile number or
electronic mail address) set forth in Schedule I or in the Assignment and Acceptance or
Assumption and Acceptance pursuant to which such Japan Local Currency Bank became
a party hereto;

(h) if to the Agent, at its address at Bank Loan Syndications, 1615 Brett Rd.,
Building No. 3, New Castle, Delaware 19720, Attention: Bank Loan Syndications,
Telecopier No. 646-274-5080 (glagentofficeops@citi.com), with a copy to Citibank,
N.A., 388 Greenwich Street, New York, New York, 10013, Attention: Lisa Stevens
Harary (E-Mail Address: lisa.stevensharary@citi.com);

or as to each party, at such other address as shall be designated by such party in a written notice
to the other parties.

All notices, demands, requests, consents and other communications described in this Section
4.03 shall be effective (i) if delivered by hand, including any overnight courier service, upon
personal delivery, (ii) if delivered by mail, when deposited in the mails and (iii) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in this Section 4.03; provided,


3
however, that notices and communications to the Japan Local Currency Agent pursuant to
Article II or V hereof or Article II of the Credit Agreement shall not be effective until received
by the Japan Local Currency Agent.

SECTION 4.04. Ratification of Guaranty. By its execution of this Addendum,
CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with
respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty
remains in full force and effect.

SECTION 4.05. Sharing of Payments, Etc. If any Japan Local Currency Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Japan Local Currency Advances made by it (other than pursuant
to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04 of the Credit Agreement) in excess of its ratable
share of payments on account of the Japan Local Currency Advances obtained by all the Japan
Local Currency Banks, such Japan Local Currency Bank shall forthwith purchase from the other
Japan Local Currency Banks such participations in the Japan Local Currency Advances made by
them as shall be necessary to cause such purchasing Japan Local Currency Bank to share the
excess payment ratably with each of them, provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Japan Local Currency Bank, such
purchase from each other Japan Local Currency Bank shall be rescinded and each such other
Japan Local Currency Bank shall repay to the purchasing Japan Local Currency Bank the
purchase price to the extent of such recovery together with an amount equal to such other Japan
Local Currency Bank’s ratable share (according to the proportion of (i) the amount of such other
Japan Local Currency Bank’s required repayment to (ii) the total amount so recovered from the
purchasing Japan Local Currency Bank) of any interest or other amount paid or payable by the
purchasing Japan Local Currency Bank in respect of the total amount so recovered. CFKK
agrees that any Japan Local Currency Bank so purchasing a participation from another Japan
Local Currency Bank pursuant to this Section 4.05 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Japan Local Currency Bank were the direct creditor of CFKK in the amount of
such participation.

SECTION 4.06. Applicable Law. THIS ADDENDUM SHALL BE GOVERNED
BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE
INTERNAL LAW OF THE STATE OF NEW YORK.

SECTION 4.07. Execution in Counterparts. This Addendum may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

ARTICLE V

The Japan Local Currency Agent

SECTION 5.01. Appointment; Nature of Relationship. MUFG Bank, Ltd. is
appointed by the Japan Local Currency Banks as the Japan Local Currency Agent hereunder and
under the Credit Agreement, and each of the Japan Local Currency Banks irrevocably authorizes
the Japan Local Currency Agent to act as the contractual representative of such Japan Local
Currency Bank with the rights and duties expressly set forth herein and in the Credit Agreement
applicable to the Japan Local Currency Agent. The Japan Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article V.


4
Notwithstanding the use of the defined term “Japan Local Currency Agent,” it is expressly
understood and agreed that the Japan Local Currency Agent shall not have any fiduciary
responsibilities to any Japan Local Currency Bank or other Bank by reason of this Addendum
and that the Japan Local Currency Agent is merely acting as the representative of the Japan
Local Currency Banks with only those duties as are expressly set forth in this Addendum and the
Credit Agreement. In its capacity as the Japan Local Currency Banks’ contractual representative,
the Japan Local Currency Agent (i) does not assume any fiduciary duties to any of the Banks, (ii)
is a “representative” of the Japan Local Currency Banks within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Addendum and the Credit
Agreement. Each of the Japan Local Currency Banks agrees to assert no claim against the Japan
Local Currency Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Bank waives.

SECTION 5.02. Powers. The Japan Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are specifically
delegated to the Japan Local Currency Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Japan Local Currency Agent shall have neither
any implied duties or fiduciary duties to the Japan Local Currency Banks or the Banks, nor any
obligation to the Japan Local Currency Banks or the Banks to take any action hereunder or under
the Credit Agreement except any action specifically provided by this Addendum or the Credit
Agreement required to be taken by the Japan Local Currency Agent.

SECTION 5.03. General Immunity. Neither the Japan Local Currency Agent nor
any of its respective directors, officers, agents or employees shall be liable to any of the
Borrowers or any Bank for any action taken or omitted to be taken by it or them hereunder or
under the Credit Agreement or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

SECTION 5.04. No Responsibility for Advances, Creditworthiness, Collateral,
Recitals, Etc. [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for
these provisions.]

SECTION 5.05. Action on Instructions of Japan Local Currency Banks. The Japan
Local Currency Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under the Credit Agreement in accordance with written instructions signed by
Majority Japan Local Currency Banks (except with respect to actions that require the consent of
all of the Banks as provided in the Credit Agreement, including, without limitation, Section 8.01
thereof), and such instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Japan Local Currency Banks. The Japan Local Currency Agent shall be
fully justified in failing or refusing to take any action hereunder and under the Credit Agreement
unless it shall first be indemnified to its satisfaction by the Japan Local Currency Banks pro rata
against any and all liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

SECTION 5.06. Employment of Agents and Counsel. The Japan Local Currency
Agent may execute any of its duties hereunder and under the Credit Agreement by or through
employees, agents, and attorneys-in-fact, and shall not be answerable to the Banks or the Japan
Local Currency Banks, except as to money or securities received by it or its authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Japan Local Currency Agent shall be entitled to advice of counsel
concerning the contractual arrangement among the Japan Local Currency Agent and the Japan



5
Local Currency Banks, as the case may be, and all matters pertaining to its duties hereunder and
under the Credit Agreement.

SECTION 5.07. Reliance on Documents; Counsel. [Intentionally Omitted. See
Section 7.03 of the Credit Agreement for these provisions.]

SECTION 5.08. Other Transactions. The Japan Local Currency Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Addendum or the Credit Agreement, with
CFSC, CFKK or any of their respective Subsidiaries in which the Japan Local Currency Agent is
not prohibited hereby from engaging with any other Person.

SECTION 5.09. Bank Credit Decision. [Intentionally Omitted. See Section 7.07 of
the Credit Agreement for these provisions.]

SECTION 5.10. Successor Japan Local Currency Agent. The Japan Local
Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the
Japan Local Currency Banks and the Borrowers, and may appoint one of its Affiliates as
successor Japan Local Currency Agent and (ii) may be removed at any time with or without
cause by the Majority Japan Local Currency Banks. Upon any such resignation or removal, the
Majority Japan Local Currency Banks, with the consent of the Agent, shall have the right to
appoint (unless, in the case of the resignation of the Japan Local Currency Agent, the resigning
Japan Local Currency Agent has appointed one of its Affiliates as successor Japan Local
Currency Agent), on behalf of the Borrowers and the Japan Local Currency Banks, a successor
Japan Local Currency Agent. If no successor Japan Local Currency Agent shall have been so
appointed and shall have accepted such appointment within thirty days after the retiring Japan
Local Currency Agent’s giving notice of resignation or the Majority Japan Local Currency
Banks’ removal of the retiring Japan Local Currency Agent, then the retiring Japan Local
Currency Agent may appoint, on behalf of the Borrowers and the Japan Local Currency Banks, a
successor Japan Local Currency Agent, which need not be one of its Affiliates. Notwithstanding
anything herein to the contrary, so long as no Event of Default, or event which would constitute
an Event of Default but for the requirement that notice be given, time elapse or both, has
occurred and is continuing, each such successor Japan Local Currency Agent shall be subject to
written approval by CFSC and CFKK, which approval shall not be unreasonably withheld. Such
successor Japan Local Currency Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Japan Local
Currency Agent hereunder by a successor Japan Local Currency Agent, such successor Japan
Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Japan Local Currency Agent, and the retiring Japan Local
Currency Agent shall be discharged from its duties and obligations hereunder and under the
Credit Agreement. After any retiring Japan Local Currency Agent’s resignation hereunder as
Japan Local Currency Agent, the provisions of this Article V shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Japan Local Currency Agent hereunder and under the Credit Agreement.




6
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed as a deed by their duly authorized officers, all as of the date and year first above
written.

CATERPILLAR FINANCE KABUSHIKI
KAISHA


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Director


CATERPILLAR FINANCIAL SERVICES
CORPORATION


By /s/ Derek Jacobs
Name: Derek Jacobs
Title: Treasurer




Signature Page to
Japan Local Currency Addendum
(Five-Year Facility)
CITIBANK, N.A., as the Agent



By /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President




Signature Page to
Japan Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Agent



By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(Five-Year Facility)
DB1/ 131259742.7
MUFG BANK, LTD., as the Japan Local Currency
Bank



By /s/ Tomoyuki Koike
Name: Tomoyuki Koike
Title: Managing Director, Head of Osaka
Corporate Banking Division No. 3




Signature Page to
Japan Local Currency Addendum
(Five-Year Facility)
SCHEDULE I
to Japan Local Currency Addendum

Japan Local Currency Banks

Japan Local Currency Commitments

Total Japan Local Currency Commitment

Applicable Lending Office

Japan Local Currency Bank Name Japan Local Currency Commitment
MUFG Bank, Ltd. US $75,000,000

Total Japan Local Currency
Commitment: US $75,000,000

Japan Local Currency Bank Name Applicable Japan Local Currency Lending Office

MUFG Bank, Ltd. MUFG Bank, Ltd.,
Osaka Corporate Banking Group
Osaka Corporate Banking Division No. 3
Corporate Banking Department No. 3
3-5-6, Fushimimachi, Chuo-ku, Osaka-shi, Osaka
541-8530, Japan
Attention: Mr. Kazuki Takehara
(Telephone No.: 06-6206-9036 / 81-06-6206-9036)
(Facsimile No.: 06-6206-9039 / 81-06-6206-9039)




1
DB1/ 132020002.3
SCHEDULE II
to Japan Local Currency Addendum

MODIFICATIONS

1. Business Day Definition:

“Business Day”: Same as Credit Agreement.

1. Interest Payment Dates: Same as Credit Agreement. (See Section 2.07 of Credit
Agreement).

2. Interest Periods: Same as Credit Agreement. (See definition of “Interest Period”, Section
1.01, and Section 2.07 of Credit Agreement).

3. Interest Rates:

Each Japan Local Currency Advance that is a TONAR Advance shall bear interest at a
rate per annum equal to the sum of (i) TONAR for such Japan Local Currency Advance
plus (ii) the Applicable Margin as in effect from time to time during such Interest Period;
provided, however, after the occurrence and during the continuance of an Event of
Default or an event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, the provisions of Section 2.07(d) of the Credit
Agreement shall be applicable. Each Japan Local Currency Advance that is a Japan Base
Rate Advance shall bear interest during any Interest Period at a per annum rate equal to
the sum of (i) the Japan Base Rate plus (ii) the Applicable Margin in effect from time to
time during such Interest Period. The terms of Section 2.07 and the other provisions of
the Credit Agreement shall otherwise govern the accrual and payment of interest on Japan
Local Currency Advances.

4. Other:

Additional Conditions Precedent: None

Current Termination Date for Addendum: The “Current Termination Date” under the
Credit Agreement.
Extended Termination Date for Addendum: The “Extended Termination Date” under the
Credit Agreement.

Prepayment Notices: CFKK shall be permitted to prepay a Japan Local Currency
Advance subject to the provisions of Section 8.04(b) of the Credit Agreement, on any
Business Day, provided, in the case of any prepayment, notice thereof is given to the
Japan Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo
time) at least three (3) Business Days prior to the date of such prepayment.




1
DB1/ 132020002.3
SCHEDULE III
to Japan Local Currency Addendum

OTHER PROVISIONS

1. Borrowing Procedures:

(a) Notice of Japan Local Currency Borrowing shall be given by CFKK to the Japan
Local Currency Agent (with a copy to the Agent) not later than 10:00 a.m. (Tokyo time)
on the third Business Day prior to the date of the proposed Japan Local Currency
Borrowing (or not later than 10:00 a.m. (Tokyo time) on the Business Day of the
proposed Japan Local Currency Borrowing if such proposed Japan Local Currency
Borrowing is requested on a same-day basis), and the Japan Local Currency Agent shall
give each Japan Local Currency Bank prompt notice thereof in accordance with Section
4.03.

(b) Each Notice of Japan Local Currency Borrowing shall be addressed to the Japan
Local Currency Agent at its address set forth in Section 4.03 and shall specify the bank
account to which the Japan Local Currency Advances are to be made.

1. Funding Arrangements:

Minimum amounts/increments for Japan Local Currency Borrowings, repayments and
prepayments:

Same as Credit Agreement.

2. Promissory Notes: None required.




1
DB1/ 132020002.3