Form 8-K

8-K — CATERPILLAR INC

Accession: 0001104659-26-104197

Filed: 2026-09-01

Period: 2026-08-27

CIK: 0000018230

SIC: 3531 (CONSTRUCTION MACHINERY & EQUIP)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — tm2624321d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2624321d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2624321d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2624321d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2624321d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2624321d1_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2624321d1_ex10-6.htm)

EX-10.7 — EXHIBIT 10.7 (tm2624321d1_ex10-7.htm)

EX-10.8 — EXHIBIT 10.8 (tm2624321d1_ex10-8.htm)

EX-10.9 — EXHIBIT 10.9 (tm2624321d1_ex10-9.htm)

EX-10.10 — EXHIBIT 10.10 (tm2624321d1_ex10-10.htm)

EX-10.11 — EXHIBIT 10.11 (tm2624321d1_ex10-11.htm)

EX-10.12 — EXHIBIT 10.12 (tm2624321d1_ex10-12.htm)

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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):

August 27, 2026

CATERPILLAR

INC.

(Exact

name of registrant as specified in its charter)

Delaware

1-768

37-0602744

(State

or other jurisdiction of

incorporation)

(Commission

File

Number)

(I.R.S

Employer Identification No.)

5205 N. O'Connor Blvd., 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

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:

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 on which registered

Common

Stock ($1.00 par value)

CAT

New York Stock Exchange

5.3%

Debentures due September 15, 2035

CAT35

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

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 Facility

On August 27, 2026, Caterpillar Inc. (“Caterpillar”)

entered into a Credit Agreement (2026 364-Day Facility) (the “364-Day Credit Agreement”) among Caterpillar, Caterpillar Financial

Services Corporation (“Cat Financial”), Caterpillar International Finance Designated Activity Company (“CIF”),

Caterpillar International Finance Luxembourg S.à r.l. (“CIF LUX”) and Caterpillar Finance Kabushiki Kaisha (“CFKK”

and, together with Caterpillar, Cat Financial, CIF and CIF LUX, 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 $3.5 billion (the “364-Day Aggregate Commitment”) that expires on August 26,

2027. In addition, on August 27, 2026, each of CIF and CIF LUX entered into a separate Local Currency Addendum with Cat Financial,

the Local Currency Banks (as defined in the 364-Day Credit Agreement), the Agent and the Local Currency Agent, which enable CIF and CIF

LUX to borrow in certain approved currencies including Pounds Sterling and Euros in an aggregate amount up to the equivalent of $100 million

(together, the “364-Day Local Currency Addendums”), and Cat Financial, CFKK, the Japan Local Currency Banks (as defined in

the 364-Day Credit Agreement), the Agent and the Japan Local Currency Agent entered into a Japan Local Currency Addendum (collectively

with the 364-Day Local Currency Addendums and the 364-Day Credit Agreement, the “364-Day Facility”), which 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 the Credit Agreement (2025 364-Day Facility) and the related Local Currency Addendums and Japan Local Currency Addendum, which were entered into on August 28, 2025.

Amendments to and Extensions of Existing Credit

Agreements

On August 27, 2026, Caterpillar and the other

Borrowers entered into (i) a Fifth Amended and Restated Credit Agreement (Three-Year Facility), Local Currency Addendums and Japan

Local Currency Addendum (collectively, the “Three-Year Facility Agreement”), which amended and restated the Fourth Amended

and Restated Credit Agreement (Three-Year Facility) dated August 28, 2025 and the related Local Currency Addendums and Japan Local

Currency Addendum (collectively, the “2025 Three-Year Facility”) and (ii) a Fifth Amended and Restated Credit Agreement

(Five-Year Facility), Local Currency Addendums and Japan Local Currency Addendum (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 Fourth Amended and Restated Five-Year Credit Agreement (Five-Year Facility) dated August 28, 2025 and the related Local

Currency Addendums and Japan Local Currency Addendum (collectively, the “2025 Five-Year Facility”).

The Three-Year Facility Agreement, among other

things, extends the expiration date of the 2025 Three-Year Facility to August 27, 2029 and provides for an unsecured revolving credit

facility to the Borrowers in an aggregate amount of up to $3.0 billion, and the Five-Year Facility Agreement, among other things, extends

the expiration date of the 2025 Five-Year Facility to August 27, 2031 and provides for an unsecured revolving credit facility to

the Borrowers in an aggregate amount of up to $5.0 billion.

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 fiscal quarter, for the prior four consecutive fiscal quarter

period. 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 Credit Agreement and the Local Currency Addendums and Japan Local Currency

Addendum thereto; (ii) the Fifth Amended and Restated Credit Agreement (Three-Year Facility) and the Local Currency Addendums and

Japan Local Currency Addendum thereto; and (iii) the Fifth Amended and Restated Credit Agreement (Five-Year Facility) and the Local

Currency Addendums 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

Credit Agreement (2026 364-Day Facility)

10.2

CIF Local Currency Addendum to the Credit Agreement (2026 364-Day Facility)

10.3

CIF LUX Local Currency Addendum to the Credit Agreement (2026 364-Day Facility)

10.4

Japan Local Currency Addendum to the Credit Agreement (2026 364-Day Facility)

10.5

Fifth Amended and Restated Credit Agreement (Three-Year Facility)

10.6

CIF Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Three-Year Facility)

10.7

CIF LUX Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Three-Year Facility)

10.8

Japan Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Three-Year Facility)

10.9

Fifth Amended and Restated Credit Agreement (Five-Year Facility)

10.10

CIF Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Five-Year Facility)

10.11

CIF LUX Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Five-Year Facility)

10.12

Japan Local Currency Addendum to the Fifth 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 1, 2026

By:

/s/ Derek Owens

Derek Owens

Chief Legal Officer and General Counsel

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2624321d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

(2026 364-Day Facility)

Dated as of August 27, 2026

among

CATERPILLAR INC.,

CATERPILLAR FINANCIAL SERVICES CORPORATION,

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY

COMPANY,

CATERPILLAR FINANCE KABUSHIKI KAISHA,

and

CATERPILLAR INTERNATIONAL FINANCE LUXEMBOURG S.À

R.L.

as Borrowers

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Banks

CITIBANK, N.A.,

as Agent

CITIBANK EUROPE PLC, UK BRANCH,

as CIF Local Currency Agent and CIF LUX Local

Currency Agent

MUFG BANK, LTD.,

as Japan Local Currency Agent

CITIBANK, N.A., BofA SECURITIES, INC., JPMORGAN

CHASE BANK, N.A., J.P. MORGAN SE,

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

SECTION 1.01.

Certain Defined Terms

SECTION 1.02.

Computation of Time Periods

SECTION 1.03.

Accounting Terms

SECTION 1.04.

Rates.

SECTION 1.05.

Luxembourg Terms

SECTION 1.06.

CRD VI

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.

The Revolving Credit Advances; Allocation of Commitments

SECTION 2.02.

Making the Revolving Credit Advances

SECTION 2.03.

Voluntary Conversion or Continuation of Term Loan Advances

SECTION 2.04.

Fees

SECTION 2.05.

Reduction of the Commitments; Bank Additions

SECTION 2.06.

Repayment of Advances

SECTION 2.07.

Interest on Advances

SECTION 2.08.

Interest Rate Determination

SECTION 2.09.

Prepayments of Advances

SECTION 2.10.

Increased Costs; Capital Adequacy; Illegality

SECTION 2.11.

Payments and Computations

SECTION 2.12.

Taxes

SECTION 2.13.

Sharing of Payments, Etc.

SECTION 2.14.

Tax Forms

SECTION 2.15.

Market Disruption; Denomination of Amounts in Dollars

SECTION 2.16.

Extensions of the Commitments

SECTION 2.17.

Term Loan Election

SECTION 2.18.

Defaulting Banks

SECTION 2.19.

Funding Vehicle

ARTICLE III CONDITIONS OF LENDING

SECTION 3.01.

Conditions Precedent to Initial Advances

SECTION 3.02.

Conditions Precedent to Each Borrowing

SECTION 3.03.

Conditions Precedent to Certain Borrowings

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01.

Representations and Warranties of the Borrowers

SECTION 4.02.

Additional Representations and Warranties of CFSC, CIF, CIF LUX and CFKK

ARTICLE V COVENANTS OF THE BORROWERS

SECTION 5.01.

Affirmative Covenants

SECTION 5.02.

Negative Covenants

SECTION 5.03.

Financial Covenant of Caterpillar

SECTION 5.04.

Financial and Other Covenants of CFSC

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01.

Events of Default

-i-

TABLE OF CONTENTS

(continued)

Page

ARTICLE VII AGENCY

SECTION 7.01.

Appointment and Authority

SECTION 7.02.

Agent Individually

SECTION 7.03.

Duties of Agent; Exculpatory Provisions

SECTION 7.04.

Reliance by Agent

SECTION 7.05.

Delegation of Duties

SECTION 7.06.

Resignation or Removal of Agent

SECTION 7.07.

Non-Reliance on Agents and Other Banks

SECTION 7.08.

No Other Duties, etc.

SECTION 7.09.

Indemnification

SECTION 7.10.

Bank ERISA Matters

SECTION 7.11.

Erroneous Payments

ARTICLE VIII MISCELLANEOUS

SECTION 8.01.

Amendments, Etc.

SECTION 8.02.

Notices; Communications, Etc.

SECTION 8.03.

No Waiver; Remedies

SECTION 8.04.

Costs, Expenses and Taxes

SECTION 8.05.

Right of Set-off

SECTION 8.06.

Binding Effect

100

SECTION 8.07.

Assignments and Participations

100

SECTION 8.08.

Governing Law; Submission to Jurisdiction; Service of Process

102

SECTION 8.09.

Caterpillar as Agent for the Borrowers

103

SECTION 8.10.

Judgment Currency

103

SECTION 8.11.

Execution in Counterparts

104

SECTION 8.12.

Waiver of Jury Trial

104

SECTION 8.13.

USA Patriot Act Notification

105

SECTION 8.14.

Confidentiality

105

SECTION 8.15.

Treatment of Information

106

SECTION 8.16.

Termination of Prior Agreement

108

SECTION 8.17.

No Fiduciary Duty

108

SECTION 8.18.

Arrangers

109

SECTION 8.19.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

109

ARTICLE IX CFSC GUARANTY

109

SECTION 9.01.

The Guaranty

109

SECTION 9.02.

Guaranty Unconditional

110

SECTION 9.03.

Discharge Only Upon Payment In Full; Reinstatement in Certain Circumstances

111

SECTION 9.04.

Waiver by CFSC

111

SECTION 9.05.

Subrogation

111

SECTION 9.06.

Stay of Acceleration

112

-ii-

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-a

Form of Notice of CIF Local Currency Borrowing

Exhibit B-2-b

Form of Notice of CIF LUX 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 CIF Local Currency Addendum

Exhibit G-2

Form of CIF LUX Local Currency Addendum

Exhibit G-3

Form of Japan Local Currency Addendum

CREDIT AGREEMENT

(2026 364-Day Facility)

Dated as of August 27, 2026

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”), Caterpillar International

Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée),

incorporated and existing under the laws of Luxembourg, having its registered office at 4a, Rue Henri Schnadt, L-2530 Luxembourg, Luxembourg,

registered with the Luxembourg Companies Register under number B131096 (“CIF LUX”), 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 CIF Local Currency Agent and the CIF LUX 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.

“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 (2026 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, the U.K. Bribery Act 2010 and all other 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

applicable 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 IV 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 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, a 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 15, 2026, 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.

“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, including any Affiliate that individually enters

into the Loan Documents separately from its corresponding Bank, 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

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.

“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 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);

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.

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.

“BoA Europe”

means Bank of America Europe Designated Activity Company.

“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, CFKK and CIF LUX, 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 TARGET Day 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 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 CIF Local Currency Addendum, (b) CIF

LUX under this Agreement and the CIF LUX Local Currency Addendum and (c) 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, (c) with respect to CIF LUX,

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 LUX on a fully diluted basis and (d) 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.

“CIF 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 CIF Local Currency Banks to include as a CIF Local Currency hereunder and which is reasonably acceptable

to each such CIF Local Currency Bank.

“CIF Local Currency

Addendum” means the local currency addendum dated as of the date hereof among CIF, CFSC, the CIF Local Currency Banks named

therein, the CIF Local Currency Agent and the Agent, substantially in the form of Exhibit G-1.

“CIF Local Currency

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

CIF Local Currency Addendum.

“CIF Local Currency

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

CIF Local Currency Addendum.

“CIF Local Currency

Bank” means each Bank (or any Affiliate, branch or agency thereof) party to the CIF Local Currency Addendum. In the event any

agency, branch or Affiliate of a Bank shall be party to the CIF 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 (including, without limitation, Bank of America in respect of BoA Europe

and JPMCBNA in respect of JPMSE) 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.

“CIF Local Currency

Borrowing” means a borrowing comprised of simultaneous CIF Local Currency Advances made to CIF by each of the CIF Local Currency

Banks pursuant to Sections 2.03A and 2.03B and the CIF Local Currency Addendum.

“CIF Local Currency

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

“CIF LUX Event of

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

“CIF LUX 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 LUX requests the applicable CIF LUX Local Currency Banks to include as a CIF LUX Local Currency hereunder and which is reasonably

acceptable to each such CIF LUX Local Currency Bank.

“CIF LUX Local Currency

Addendum” means the local currency addendum dated as of the date hereof among CIF LUX, CFSC, the CIF LUX Local Currency Banks

named therein, the CIF LUX Local Currency Agent and the Agent, substantially in the form of Exhibit G-2.

“CIF LUX Local Currency

Advance” means any Advance in a CIF LUX Local Currency, made to CIF LUX pursuant to Sections 2.03A and 2.03B

and the CIF LUX Local Currency Addendum.

“CIF LUX Local Currency

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

the CIF LUX Local Currency Addendum.

“CIF LUX Local Currency

Bank” means each Bank (or any Affiliate, branch or agency thereof) party to the CIF LUX Local Currency Addendum. In the event

any agency, branch or Affiliate of a Bank shall be party to the CIF LUX 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 (including, without limitation, Bank of America in respect of BoA Europe)

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.

“CIF LUX Local Currency

Borrowing” means a borrowing comprised of simultaneous CIF LUX Local Currency Advances made to CIF LUX by each of the CIF LUX

Local Currency Banks pursuant to Sections 2.03A and 2.03B and the CIF LUX Local Currency Addendum.

“CIF LUX Local Currency

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

“Closing Date”

means August 27, 2026.

“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. For the avoidance of doubt, a Bank and its Affiliate may have different

Revolving Credit Commitments and Local Currency Commitments under the Loan Documents, and such different amounts shall be reflected in

Schedule I hereto or the applicable Assignment and Acceptance or Assumption and Acceptance, as the case may be.

“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 a Local Currency Addendum

or the Japan Local Currency Addendum or otherwise transmitted between the parties hereto relating to this Agreement, a Local Currency

Addendum or the Japan Local Currency Addendum, any Borrower or its Affiliates, or the transactions contemplated by this Agreement, a

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).

“CRD VI”

means Article 21c of Directive (EU) 2024/1619 amending Directive (EU) 2013/36, as amended, supplemented or replaced from time to

time.

“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, CIF LUX 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 26, 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 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 2.18(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.

“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 basis of the arithmetic mean of the buy and sell spot rates of exchange of the Agent, the CIF Local Currency Agent,

the CIF LUX 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 CIF Local

Currency Agent, the CIF LUX 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, the CIF Local Currency Agent’s or CIF LUX 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 CIF Local Currency Agent, the CIF LUX 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, the CIF Local Currency Agent or the CIF LUX 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.

“EU Notice”

has the meaning assigned to it in Section 2.03A.

“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 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 applicable 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 applicable Local Currency Agent (in consultation with the Borrowers) of the cost of the applicable 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.

“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 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 2026 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.

“Intended Local Country

Bank Group Member” has the meaning specified in Section 2.19.

“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

such Borrower, the Agent and the Banks extending Advances 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.

“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-3.

“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 15, 2026, among the Borrowers, Citibank, Bank of America, JPMorgan, and certain of the Arrangers.

“JPMCBNA”

means JPMorgan Chase Bank, N.A.

“JPMorgan”

means, collectively, JPMCBNA and JPMSE.

“JPMSE”

means J.P. Morgan SE.

“Leverage Ratio”

has the meaning specified in Section 5.04(a).

“Loan Documents”

means this Agreement, each 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 Country Bank

Group” has the meaning specified in Section 2.19.

“Local Currency”

means (x) with respect to a CIF Local Currency Borrowing, a CIF Local Currency or (y) with respect to a CIF LUX Local Currency

Borrowing, a CIF LUX Local Currency.

“Local Currency Addendum”

means each of (x) the CIF Local Currency Addendum or (y) the CIF LUX Local Currency Addendum and “Local Currency Addendums”

means both the CIF Local Currency Addendum and the CIF LUX Local Currency Addendum.

“Local Currency Advance”

means any (x) CIF Local Currency Advance or (y) CIF LUX Local Currency Advance.

“Local Currency Agent”

means each of (x) the CIF Local Currency Agent or (y) the CIF LUX Local Currency Agent.

“Local Currency Bank”

means a (x) CIF Local Currency Bank or (y) CIF LUX Local Currency Bank.

“Local Currency Borrowing”

means any (x) CIF Local Currency Borrowing or (y) CIF LUX Local Currency Borrowing.

“Local Currency Commitment”

means the (x) CIF Local Currency Commitment or (y) CIF LUX Local Currency Commitment.

“Luxembourg”

means the Grand Duchy of Luxembourg.

“Luxembourg Bankruptcy

Modernisation Law” means the Luxembourg law dated 7 August 2023 on the preservation of businesses and modernising bankruptcy

law, as amended.

“Luxembourg Companies

“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 CIF Local

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

“Majority CIF LUX

Local Currency Banks” means CIF LUX Local Currency Banks holding more than 50% of the CIF LUX Local Currency Commitments.

“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 either (x) with respect to the CIF Local Currency Banks, the Majority CIF Local Currency Banks

or (y) with respect to the CIF LUX Local Currency Banks, the Majority CIF LUX Local Currency Banks.

“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 CIF

Local Currency Advances” means CIF Local Currency Advances other than Same Day CIF Local Currency Advances.

“Non-Same Day CIF

LUX Local Currency Advances” means CIF LUX Local Currency Advances other than Same Day CIF LUX Local Currency Advances.

“Non-Same Day Local

Currency Advances” means (x) Non-Same Day CIF Local Currency Advances or (y) Non-Same Day CIF LUX 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 CIF Local Currency Borrowing, a Notice of CIF LUX Local Currency Borrowing, a Notice of Japan Local Currency Borrowing

or a Notice of Revolving Credit Borrowing, as applicable.

“Notice of CIF Local

Currency Borrowing” has the meaning specified in Section 2.03B(a).

“Notice of CIF LUX

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

“Notice of Japan Local

Currency Borrowing” has the meaning specified in Section 2.03D(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 Fifth Amended and Restated Credit Agreement (Five-Year Facility), dated as of August 27, 2026, among

the Borrowers, as borrowers thereunder, certain financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe

plc, UK Branch, as CIF Local Currency Agent and CIF LUX Local Currency Agent, and Citibank, as agent for such banks, and (b) that

certain Fifth Amended and Restated Credit Agreement (Three-Year Facility), dated as of August 27, 2026, among the Borrowers, as

borrowers thereunder, certain financial institutions party thereto, MUFG, as Japan Local Currency Agent, Citibank Europe plc, UK Branch,

as CIF Local Currency Agent and CIF LUX 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 One Penns Way, Ops II, Floor 2, New Castle, Delaware

19720; (b) with respect to Same Day Local Currency Advances, the office of the CIF Local Currency Agent or CIF LUX Local Currency

Agent set forth in the applicable 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

CIF Local Currency Agent, CIF LUX 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.

“Pounds Sterling”

means the lawful currency of the United Kingdom.

“Prior Agreement”

means that certain Credit Agreement (2025 364-Day Facility), dated as of August 28, 2025, among Caterpillar, CFSC, CFKK, CIF LUX

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.

“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 a 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 Currency 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 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 (ii), 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 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 S&P Global Ratings, a division of S&P Global Inc., 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 CIF Local

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

“Same Day CIF Local

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

“Same Day CIF Local

Currency Subfacility” means the subfacility under the CIF Local Currency Addendum which provides for the CIF Local Currency

Banks to make Local Currency Advances available to CIF under the CIF Local Currency Addendum on a same day notice basis in an aggregate

amount outstanding at any time not to exceed the Dollar Amount of $100,000,000 (when taken together with all outstanding Same Day CIF

LUX Local Currency Advances).

“Same Day CIF LUX

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

“Same Day CIF LUX

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

“Same Day CIF LUX

Local Currency Subfacility” means the subfacility under the CIF LUX Local Currency Addendum which provides for the CIF LUX

Local Currency Banks to make Local Currency Advances available to CIF LUX under the CIF LUX Local Currency Addendum on a same day notice

basis in an aggregate amount outstanding at any time not to exceed the Dollar Amount of $100,000,000 (when taken together with all outstanding

Same Day CIF Local Currency Advances).

“Same Day Local Currency

Advances” means any (x) Same Day CIF Local Currency Advances or (y) Same Day CIF LUX Local Currency Advances.

“Same Day Local Currency

Borrowing” means a borrowing composed of Same Day Local Currency Advances.

“Same Day Local Currency

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

“Same Day Local Currency

Subfacilities” means, collectively, the Same Day CIF Local Currency Subfacility and the Same Day CIF LUX Local Currency Subfacility.

“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 Kherson region of Ukraine, the Zaporizhzhia region of Ukraine, 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.

“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, any European Union member state, 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.

“T2”

means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET

Day” means any day on which T2 (or, if such payment system ceases to be operative, such other payment system, if any, determined

by the Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Term Loan Advance”

has the meaning set forth in Section 2.17.

“Term Loan Borrowing”

means a borrowing composed of Term Loan Advances.

“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 Term SOFR Advance, 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 Term SOFR Determination Day.

“Term SOFR Adjustment”

means an amount equal to 0%.

“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).

“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 CIF Local Currency

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

“Total CIF LUX Local

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

“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). For the avoidance of doubt, the aggregate Total Local

Currency Commitment under the Local Currency Addendums on the Closing Date is $100,000,000.

“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 Subfacilities

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 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

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 Advances 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.

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 Advance shall be made hereunder that accrues interest at Daily Simple SOFR.

SECTION 1.05.       Luxembourg

Terms. In this Agreement, in relation to CIF LUX, a reference to:

(a)           a

liquidator, administrator, provisional liquidator, conservator, receiver, trustee, custodian or similar officer includes any:

(i)

juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg Commercial

Code;

(ii)             liquidateur

appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg act dated 10 August 1915 on commercial companies, as amended;

(iii)            juge-commissaire

or liquidateur appointed under Article 1200-1 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended;

(iv)            conciliater

d’entreprises, mandataire de justice, mandataire ad hoc, administrateur provisoire or any similar officers under the Luxembourg

Bankruptcy Modernisation Law;

(b)           a

winding up, administration, moratorium, reorganization, arrangement or dissolution includes, without limitation, bankruptcy (faillite),

administrative dissolution without liquidation (dissolution administrative sans liquidation), voluntary or judicial liquidation

(liquidation judiciaire ou volontaire), stay, moratorium or reprieve from payment (sursis de paiement), reorganisation

by mutual agreement (accord amiable), judicial reorganisation (réorganisation judiciaire), other judicial, consensual

or conservative measures under the Luxembourg Bankruptcy Modernisation Law, general settlement with creditors, reorganisation or similar

laws affecting the rights of creditors generally;

lien, a pledge or security interest includes any hypothèque, hypothèque judiciare, nantissement, cautionnement, gage,

gage judiciare, privilège, droit de préférence, droit de suite, sûreté réelle, droit de rétention,

and any type of security in rem (sûreté réelle) or agreement, court order or arrangement having a similar effect

and any transfer of title by way of security;

(d)           a

guarantee includes any garantie which is independent from the debt to which it relates and excludes any suretyship (cautionnement)

within the meaning of Articles 2011 et seq. of the Luxembourg Civil Code;

(e)           a

matured liability or matured debt includes, without limitation, any créance certaine, liquide et exigible;

(f)            a

person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or

having lost or meeting the criteria to lose its commercial creditworthiness (ébranlement de crédit);

(g)           a

person being solvent means that it is not in a state of cessation of payments (cessation des paiements) and has not lost its creditworthiness

(ébranlement de crédit);

(h)           attachments

or similar creditors’ process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie

arrêt) or any saisies under Luxembourg law;

(i)            by-laws

or charter include up-to-date (restated) articles of association (statuts (coordonnés));

(j)            a

director, officer or manager includes a gérant; and

(k)           a

set-off includes, for purposes of Luxembourg law, legal set-off.

SECTION 1.06.       CRD

VI. Each Borrower acknowledges and confirms that (a) the Borrowers’ engagement of the Agent, the Local Currency Agents,

and the Banks (including the Local Currency Banks) in connection with the credit facilities provided to CIF and CIF LUX hereunder has

been made at the Borrowers’ sole and exclusive initiative and (b) none of the Agent, any Local Currency Agent, or any Bank

(including any Local Currency Bank), including any of their respective Affiliates, agents, or representatives, have solicited, marketed,

or promoted such credit facilities or any related services to any Borrower or any of their respective subsidiaries, whether directly

or indirectly.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.       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) 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.

Borrowers and the Agent shall furnish to each 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 any Local Currency Agent or

the Japan Local Currency Agent, a statement setting forth the outstanding Revolving Credit Advances.

SECTION 2.02.       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 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.

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.

(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 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 CIF Local Currency Agent, the CIF LUX 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 2.03.       Voluntary

Conversion or Continuation of Term Loan Advances.

(a)           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 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 CIF Local Currency Advance may be Converted at any time into a

Term Loan Advance that is a CIF Local Currency Advance, and no Term Loan Advance that is a CIF Local Currency Advance may be Converted

at any time into a Term Loan Advance that is not a CIF Local Currency Advance. No Term Loan Advance that is not a CIF LUX Local Currency

Advance may be Converted at any time into a Term Loan Advance that is a CIF LUX Local Currency Advance, and no Term Loan Advance that

is a CIF LUX Local Currency Advance may be Converted at any time into a Term Loan Advance that is not a CIF LUX Local Currency Advance.

(b)           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.

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 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 Facilities.

(a)

(i)              The

CIF Local Currency Addendum sets forth (i) the maximum amount (expressed in Dollar Amount) available to be borrowed from all CIF

Local Currency Banks under the CIF Local Currency Addendum (the “Total CIF Local Currency Commitment” and together

with the Total CIF LUX Local Currency Commitment, the “Total Local Currency Commitment”), which shall not exceed $100,000,000,

provided, that the aggregate Dollar Amount available to be borrowed under the Local Currency Addendums shall not exceed $100,000,000,

(ii) with respect to each CIF Local Currency Bank, the maximum amount (expressed in Dollar Amount) available to be borrowed from

such CIF Local Currency Bank thereunder (such Bank’s “CIF Local Currency Commitment”), and (iii) with respect

to each CIF Local Currency Bank, the maximum amount (expressed in Dollar Amount) available to be borrowed from such CIF Local Currency

Bank under the Same Day CIF Local Currency Subfacility (such Bank’s “Same Day CIF Local Currency Commitment”).

In no event shall a CIF Local Currency Bank’s CIF Local Currency Commitment (or, if such CIF Local Currency Bank is also a Japan

Local Currency Bank or a CIF LUX 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 CIF 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 CIF Local Currency Banks and the CIF Local Currency Agent.

(ii)             The

CIF LUX Local Currency Addendum sets forth (i) the maximum amount (expressed in Dollar Amount) available to be borrowed from all

CIF LUX Local Currency Banks under the CIF LUX Local Currency Addendum (the “Total CIF LUX Local Currency Commitment”),

which shall not exceed $100,000,000, provided, that the aggregate Dollar Amount available to be borrowed under the Local Currency

Addendums shall not exceed $100,000,000, (ii) with respect to each CIF LUX Local Currency Bank, the maximum amount (expressed in

Dollar Amount) available to be borrowed from such CIF LUX Local Currency Bank thereunder (such Bank’s “CIF LUX Local Currency

Commitment”), and (iii) with respect to each CIF LUX Local Currency Bank, the maximum amount (expressed in Dollar Amount)

available to be borrowed from such CIF LUX Local Currency Bank under the Same Day CIF LUX Local Currency Subfacility (such Bank’s

“Same Day CIF LUX Local Currency Commitment”, and together with the Same Day CIF LUX Local Currency Commitment, the

“Same Day Local Currency Commitment”). In no event shall a CIF LUX Local Currency Bank’s CIF LUX Local Currency

Commitment (or, if such CIF LUX Local Currency Bank is also a Japan Local Currency Bank or a CIF 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 CIF LUX

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 CIF LUX Local Currency Banks and the CIF LUX Local Currency Agent.

(b)

(i)              No

CIF Local Currency Advance may be made if the Dollar Amount of (i) outstanding CIF Local Currency Advances would exceed the Total

CIF Local Currency Commitment, (ii) any CIF Local Currency Bank’s CIF Local Currency Advances would exceed its CIF 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, (viii) the outstanding Same Day CIF Local Currency Advances would exceed

the Dollar Amount of the Same Day CIF Local Currency Subfacility or (ix) the aggregate Dollar Amount of all Local Currency Advances

would exceed $100,000,000.

(ii)             No

CIF LUX Local Currency Advance may be made if the Dollar Amount of (i) outstanding CIF LUX Local Currency Advances would exceed

the Total CIF LUX Local Currency Commitment, (ii) any CIF LUX Local Currency Bank’s CIF LUX Local Currency Advances would

exceed its CIF LUX 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, (viii) the outstanding Same Day

CIF LUX Local Currency Advances would exceed the Dollar Amount of the Same Day CIF LUX Local Currency Subfacility, or (ix) the aggregate

Dollar Amount of all Local Currency Advances would exceed $100,000,000.

and the CIF Local Currency Agent shall furnish to the Agent, promptly following the making, payment or prepayment of each CIF Local Currency

Advance, and at any other time at the reasonable request of the Agent, a statement setting forth the outstanding CIF Local Currency Advances

made under the CIF Local Currency Addendum, which statement shall also indicate the amount of the CIF Local Currency Advances that are

Same Day Local Currency Advances and (ii) CIF LUX and the CIF LUX Local Currency Agent shall furnish to the Agent, promptly following

the making, payment or prepayment of each CIF LUX Local Currency Advance, and at any other time at the reasonable request of the Agent,

a statement setting forth the outstanding CIF LUX Local Currency Advances made under the CIF LUX Local Currency Addendum, which statement

shall also indicate the amount of the CIF LUX Local Currency Advances that are Same Day CIF LUX Local Currency Advances.

(d)           (i) CIF

and the CIF 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 and (ii) CIF LUX and the CIF LUX Local Currency Agent shall

furnish to the Agent copies of any amendment, supplement or other modification to the terms of any CIF LUX Local Currency Addendum promptly

after the effectiveness thereof.

(e)           (i) CFSC

and CIF may terminate the CIF Local Currency Addendum in their sole discretion if there are not any Advances outstanding thereunder,

by written notice to the Agent, the CIF Local Currency Agent and the CIF Local Currency Banks, which notice shall be executed by CFSC,

CIF and, if such consent is required, each CIF Local Currency Bank and (ii) CFSC and CIF LUX may terminate the CIF LUX Local Currency

Addendum in their sole discretion if there are not any Advances outstanding thereunder, by written notice to the Agent, the CIF LUX Local

Currency Agent and the CIF LUX Local Currency Banks, which notice shall be executed by CFSC, CIF LUX and, if such consent is required,

each CIF LUX Local Currency Bank.

Notwithstanding anything

to the contrary set forth in this Agreement or any other Loan Document, for so long as Bank of America constitutes a Local Currency Bank,

Bank of America may designate BoA Europe to extend Local Currency Commitments and Local Currency Advances to CIF and CIF LUX. Such designation

shall be evidenced by Bank of America’s and BoA Europe’s delivery of a written notice (the “EU Notice”)

to Caterpillar, CIF and CIF LUX, duly executed by Bank of America and BoA Europe, identifying CIF and CIF LUX as the entities for which

the EU Notice applies. An EU Notice delivered on the date of this Agreement shall be deemed delivered simultaneously with Bank of America’s

execution of this Agreement, and Bank of America, in connection with its execution hereof, may either (A) deliver the EU Notice

simultaneously with such execution or (B) note on its signature page hereto that it is executing as both a Bank and in order

to appoint BoA Europe as a Local Currency Bank that will extend Local Currency Commitments and Local Currency Advances (in which case

BoA Europe also shall execute such signature page). The EU Notice shall designate BoA Europe as the party responsible for extending Local

Currency Commitments and Local Currency Advances to CIF and CIF LUX. No consent of Caterpillar, CIF, CIF LUX, or any other Person (other

than Bank of America and BoA Europe) is required to deliver or revoke any EU Notice. Any such revocation shall be made by Bank of America

and BoA Europe in writing (subject to the remainder hereof). Upon delivery of the applicable EU Notice, Bank of America’s Local

Currency Commitment hereunder shall be deemed annotated to reflect BoA Europe’s Local Currency Commitment to CIF and CIF LUX. Upon

execution and delivery of an EU Notice: (i) BoA Europe shall be deemed a Local Currency Bank hereunder with respect to that portion

of BoA’s Local Currency Commitments and Local Currency Advances to CIF and CIF LUX (and for avoidance of doubt, Bank of America

shall not be deemed to hold any Local Currency Commitment or Local Currency Advance in respect of CIF or CIF LUX), (ii) Bank of

America’s other Commitments to Caterpillar and CFSC shall remain in full force and effect, and (iii) BoA Europe shall be subject

to, afforded, and extended any and all rights, obligations, and duties arising as a Local Currency Bank in respect of Local Currency

Commitments and Local Currency Advances to CIF and CIF LUX. Upon its designation pursuant to an EU Notice, BoA Europe shall receive all

rights and benefits of a Local Currency Bank and shall make all deliveries required of a Local Currency Bank under the Loan Documents.

Upon delivery to Caterpillar, CIF, and CIF LUX of a written revocation notice signed by both BoA Europe and Bank of America, then BoA

Europe shall cease to hold the applicable Local Currency Commitments to CIF and CIF LUX, shall no longer be deemed a Local Currency Bank

hereunder with respect to CIF and CIF LUX under the other Loan Documents, and shall be released from its obligations under this Agreement

with respect to CIF and CIF LUX, as applicable; provided, that it shall retain the benefits of Sections 2.10, 2.12,

or 8.04 with respect to facts and circumstances arising prior to such revocation and release. Subject to Section 2.10(h),

upon such revocation, the rights, duties and obligations of BoA Europe shall revert to Bank of America.

SECTION 2.03B.         Making

the Local Currency Advances.

(a)

(i)              Each

CIF Local Currency Borrowing shall be made on a Business Day upon notice given by CIF to the Agent and the CIF Local Currency Agent,

such notice to be given at the time specified in the CIF Local Currency Addendum. Each CIF 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 CIF Local Currency Banks ratably according to their respective CIF Local

Currency Commitments. The Agent (or in the case of a Same Day CIF Local Currency Advance, the CIF Local Currency Agent) shall give each

CIF Local Currency Bank prompt notice thereof by facsimile or electronic mail. Each such notice of a CIF Local Currency Borrowing (a

“Notice of CIF Local Currency Borrowing”) shall be by facsimile or electronic mail, confirmed immediately in writing,

in substantially the form of Exhibit B-2-a 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.

(ii)             Each

CIF LUX Local Currency Borrowing shall be made on a Business Day upon notice given by CIF LUX to the Agent and the CIF LUX Local Currency

Agent, such notice to be given at the time specified in the CIF LUX Local Currency Addendum. Each CIF LUX 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 LUX by the CIF LUX Local Currency Banks ratably according

to their respective CIF LUX Local Currency Commitments. The Agent (or in the case of a Same Day CIF LUX Local Currency Advance, the CIF

LUX Local Currency Agent) shall give each CIF LUX Local Currency Bank prompt notice thereof by facsimile or electronic mail. Each such

notice of a CIF LUX Local Currency Borrowing (a “Notice of CIF LUX Local Currency Borrowing”) shall be by facsimile

or electronic mail, confirmed immediately in writing, in substantially the form of Exhibit B-2-b 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.

(b)

(i)              Subject

to any alternative procedures set forth in the CIF Local Currency Addendum, each CIF Local Currency Bank, for the account of its Applicable

Lending Office, shall make such CIF Local Currency Bank’s ratable portion of such CIF 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 CIF Local Currency Advance, the

CIF Local Currency Agent) by the time specified in the CIF Local Currency Addendum or Notice of CIF Local Currency Borrowing, and the

Agent (or in the case of a Same Day CIF Local Currency Advance, the CIF Local Currency Agent) shall make such funds available to CIF

at the applicable Payment Office.

(ii)             Subject

to any alternative procedures set forth in the CIF LUX Local Currency Addendum, each CIF LUX Local Currency Bank, for the account of

its Applicable Lending Office, shall make such CIF LUX Local Currency Bank’s ratable portion of such CIF LUX 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 CIF LUX Local

Currency Advance, the CIF LUX Local Currency Agent) by the time specified in the CIF LUX Local Currency Addendum or Notice of CIF LUX

Local Currency Borrowing, and the Agent (or in the case of a Same Day CIF LUX Local Currency Advance, the CIF LUX Local Currency Agent)

shall make such funds available to CIF LUX at the applicable Payment Office.

(c)

(i)              Each

Notice of CIF Local Currency Borrowing shall be irrevocable and binding on CFSC and CIF. CFSC and CIF, jointly and severally, shall indemnify

each CIF Local Currency Bank against any loss, cost or expense reasonably incurred by such CIF Local Currency Bank as a result of any

failure to fulfill on or before the date specified in such Notice of CIF Local Currency Borrowing for such CIF 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 CIF Local Currency Bank to fund the Local Currency Advance

to be made by such CIF Local Currency Bank as part of such CIF Local Currency Borrowing when such CIF Local Currency Advance, as a result

of such failure, is not made on such date.

(ii)             Each

Notice of CIF LUX Local Currency Borrowing shall be irrevocable and binding on CFSC and CIF LUX. CFSC and CIF LUX, jointly and severally,

shall indemnify each CIF LUX Local Currency Bank against any loss, cost or expense reasonably incurred by such CIF LUX Local Currency

Bank as a result of any failure to fulfill on or before the date specified in such Notice of CIF LUX Local Currency Borrowing for such

CIF LUX 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 CIF LUX Local Currency Bank

to fund the Local Currency Advance to be made by such CIF LUX Local Currency Bank as part of such CIF LUX Local Currency Borrowing when

such Local Currency Advance, as a result of such failure, is not made on such date.

(d)

(i)              Unless

the Agent (or, in the case of a Same Day CIF Local Currency Advance, the CIF Local Currency Agent) shall have received notice from a

CIF Local Currency Bank prior to the time of any CIF Local Currency Borrowing that such CIF Local Currency Bank will not make available

to the Agent or the CIF Local Currency Agent, as applicable, such CIF Local Currency Bank’s ratable portion of such CIF Local Currency

Borrowing, the Agent or the CIF Local Currency Agent, as applicable, may assume that such CIF Local Currency Bank has made such portion

available to it on the date of such CIF 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 CIF Local Currency Bank shall not have so made such ratable portion available to the Agent (or, in the

case of a Same Day CIF Local Currency Advance, the CIF Local Currency Agent), such CIF Local Currency Bank and CIF severally agree to

repay to the Agent (or, in the case of a Same Day CIF Local Currency Advance, the CIF 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 CIF Local Currency Advance, the CIF Local Currency Agent) at (i) in

the case of CIF, the interest rate applicable at the time to Local Currency Advances comprising such CIF Local Currency Borrowing and

(ii) in the case of such CIF Local Currency Bank, the Federal Funds Rate or the Agent’s (or, in the case of a Same Day CIF

Local Currency Advance, the CIF Local Currency Agent’s) overdraft cost, if higher. If such CIF Local Currency Bank shall repay

to the Agent (or, in the case of a Same Day CIF Local Currency Advance, the CIF Local Currency Agent) such corresponding amount, such

amount so repaid shall constitute such CIF Local Currency Bank’s Local Currency Advance as part of such CIF Local Currency Borrowing

for purposes of this Agreement.

(ii)             Unless

the Agent (or, in the case of a Same Day CIF LUX Local Currency Advance, the CIF LUX Local Currency Agent) shall have received notice

from a CIF LUX Local Currency Bank prior to the time of any CIF LUX Local Currency Borrowing that such CIF LUX Local Currency Bank will

not make available to the Agent or the CIF LUX Local Currency Agent, as applicable, such CIF LUX Local Currency Bank’s ratable

portion of such CIF LUX Local Currency Borrowing, the Agent or the CIF LUX Local Currency Agent, as applicable, may assume that such

CIF LUX Local Currency Bank has made such portion available to it on the date of such CIF LUX 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 LUX on such date a corresponding amount. If and to the extent that such CIF LUX Local Currency Bank shall not

have so made such ratable portion available to the Agent (or, in the case of a Same Day CIF LUX Local Currency Advance, the CIF LUX Local

Currency Agent), such CIF LUX Local Currency Bank and CIF LUX severally agree to repay to the Agent (or, in the case of a Same Day CIF

LUX Local Currency Advance, the CIF LUX 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 LUX until the date such amount is repaid to the Agent (or, in the case

of a Same Day CIF LUX Local Currency Advance, the CIF LUX Local Currency Agent) at (i) in the case of CIF LUX, the interest rate

applicable at the time to Local Currency Advances comprising such CIF LUX Local Currency Borrowing and (ii) in the case of such

CIF LUX Local Currency Bank, the Federal Funds Rate or the Agent’s (or, in the case of a Same Day CIF LUX Local Currency Advance,

the CIF LUX Local Currency Agent’s) overdraft cost, if higher. If such CIF LUX Local Currency Bank shall repay to the Agent (or,

in the case of a Same Day CIF LUX Local Currency Advance, the CIF LUX Local Currency Agent) such corresponding amount, such amount so

repaid shall constitute such CIF LUX Local Currency Bank’s Local Currency Advance as part of such CIF LUX Local Currency Borrowing

for purposes of this Agreement.

(e)

(i)              The

failure of any CIF Local Currency Bank to make the Local Currency Advance to be made by it as part of any CIF Local Currency Borrowing

shall not relieve any other CIF Local Currency Bank of its obligation hereunder to make its Local Currency Advance on the date of such

CIF Local Currency Borrowing, but no CIF Local Currency Bank shall be responsible for the failure of any other CIF Local Currency Bank

to make the Local Currency Advance to be made by such other CIF Local Currency Bank on the date of any CIF Local Currency Borrowing.

(ii)            The

failure of any CIF LUX Local Currency Bank to make the Local Currency Advance to be made by it as part of any CIF LUX Local Currency

Borrowing shall not relieve any other CIF LUX Local Currency Bank of its obligation hereunder to make its Local Currency Advance on the

date of such CIF LUX Local Currency Borrowing, but no CIF LUX Local Currency Bank shall be responsible for the failure of any other CIF

LUX Local Currency Bank to make the Local Currency Advance to be made by such other CIF LUX Local Currency Bank on the date of any CIF

LUX 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.

(b)             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.

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.

(d)             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.

(e)             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.

(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.

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.

(d)             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.

(e)             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 2.04.

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 4, 2027 (for the period commencing on the Closing Date and ending on December 31,

2026, 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.

(b)             The

Borrowers shall pay (i) to the Agent, solely for its own account, the fees specified in the Administrative Agent Fee Letter, dated

July 15, 2026, 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 2.05.             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.

(b)             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).

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, 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.

(d)             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 CIF Local Currency Advances, CIF LUX Local Currency

Advances or Japan Local Currency Advances, as applicable, with such ratable risk participation based on such Added Bank’s CIF Local

Currency Commitment, CIF LUX Local Currency Commitment or Japan Local Currency Commitment as a fraction of the aggregate of all CIF Local

Currency Commitments, CIF LUX Local Currency Commitments or Japan Local Currency Commitments, as applicable.

SECTION 2.06.             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 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 2.07.             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.

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 2.08.             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 2.09.             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 2.10.             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 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, CIF LUX 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, CIF LUX or CFKK, by CFSC). In all other cases, compensation for such increased capital or liquidity requirement shall be paid

by Caterpillar.

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 any Local Currency Advances, RFR Advances, EURIBOR Rate Advances or

Term SOFR Advances or to fund or maintain any Local Currency Advances, RFR Advances, Term SOFR Advances or EURIBOR Rate Advances hereunder,

(i) all such 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 such 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 such 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 such 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 CIF Local Currency Banks or Majority CIF LUX 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.

(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

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.

(h)             If

any Local Currency Bank reasonably determines that, as a result of the adoption of or any change in any law or regulation (including,

without limitation, CRD VI or any implementing law, rule or regulation in any EEA Member Country with respect thereto) or in the

interpretation or application thereof by any Governmental Authority, it has become unlawful for such Local Currency Bank or its applicable

lending office to make, fund, or maintain any Local Currency Advance or Local Currency Commitment to CIF or CIF LUX, then, upon notice

thereof by such Local Currency Bank to Caterpillar, CIF, and CIF LUX through the Agent and the applicable Local Currency Agent, (a) the

obligation of such Local Currency Bank to make, fund, or maintain Local Currency Advances or Local Currency Commitments to CIF or CIF

LUX, as applicable, shall be suspended until such Local Currency Bank notifies the Agent, the applicable Local Currency Agent and Caterpillar,

CIF, and CIF LUX that the circumstances giving rise to such determination no longer exist, and (b) Caterpillar and CIF or CIF LUX,

as applicable, may, at their sole expense and effort, upon notice to such Local Currency Bank, the Agent and the applicable Local Currency

Agent, require such Local Currency Bank to assign and delegate, without recourse, all its interests, rights and obligations under this

Agreement and the other Loan Documents pursuant to and in accordance with Sections 2.10(f) and 8.07; provided that, and notwithstanding

the foregoing, if such assignment and delegation is not effected within ten (10) Business Days after Caterpillar’s, CIF’s,

and CIF LUX’s receipt of notice from such Local Currency Bank pursuant to this Section 2.10(h), then CIF or CIF LUX, as applicable,

shall, on the next Business Day immediately following the expiration of such period, prepay all such Local Currency Advances in full,

together with any accrued interest thereon and any other amounts payable hereunder in connection therewith, and any then outstanding

Local Currency Commitments of such Local Currency Bank to CIF or CIF LUX, as applicable, shall be terminated and reduced to zero.

SECTION 2.11.

Payments and Computations.

(a)             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 and CIF LUX shall make each payment under the applicable 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 applicable

Local Currency Agent) in same day funds by deposit of such funds to the Agent’s or the applicable 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 CIF Local Currency Agent, CIF LUX 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.

(b)             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 CIF Local Currency Agent,

CIF LUX 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.

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.

(d)             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 2.12.             Taxes.

(a) Any and all payments by any of the Borrowers hereunder, under each 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, each 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, such 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, (ii) any withholding taxes imposed under the Luxembourg law of 23 December 2005,

as amended, and (iii) 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 any Local Currency Addendum, under the Japan Local

Currency Addendum or under any Note to any Bank, any 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, such 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.

(b)             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 any 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, any Local Currency

Addendum, the Japan Local Currency Addendum or the Notes except any such taxes incurred in Luxembourg as a result of a voluntary registration

of this Agreement, any Local Currency Addendum, the Japan Local Currency Addendum or the Notes with the Registration and Estate department

(Administration de l’Enregistrement, des Domaines et de la TVA) where such registration is not necessary to protect, preserve,

maintain or enforce the rights of each Bank, each Local Currency Agent, the Japan Local Currency Agent and the Agent under this Agreement,

any 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, CIF LUX

or CIF, by CFSC). In all other cases, they shall be paid by Caterpillar.

Borrower will indemnify each Bank, each 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, such 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, such Local Currency Agent, the Japan Local Currency Agent or the Agent (as the case may be) makes written demand therefor.

(d)             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 any 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, any 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, such 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.

(e)             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.

(f)             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 any Local Currency Addendum,

under the Japan Local Currency Addendum and under the Notes.

SECTION 2.13.             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 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 2.14.             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 any

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 2.15.

Market Disruption; Denomination of Amounts in Dollars.

(a)             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 applicable 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 applicable

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 applicable 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.

(b)             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.

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 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 2.16.

Extensions of the Commitments.

(a)             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.

(b)             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) CIF Local Currency Advances unless CIF Local Currency Banks having at least

50% of the CIF Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested

extension, (ii) CIF LUX Local Currency Advances unless CIF LUX Local Currency Banks having at least 50% of the CIF LUX Local Currency

Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (iii) 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.

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.

(d)             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 2.17.             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 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 2.18.

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:

(a)             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);

(b)             (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;

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

(d)             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, 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 2.19.             Funding

Vehicle. Each Bank may, at its option, make any Borrowing available to either CFKK, CIF LUX, 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 applicable Local Currency Addendum and the

Japan Local Currency Addendum, as applicable. To the extent a Local Country Bank, branch thereof, or Affiliate thereof (collectively,

a “Local Country Bank Group”) receives a payment in respect of a Borrowing that, pursuant to the terms of the Loan

Documents, should have been remitted to another member of such Local Country Bank Group (the “Intended Local Country Bank Group

Member”), the recipient of such payment shall promptly forward the same to the Intended Local Country Bank Group Member; provided,

that the initial remittance by CFKK, CIF LUX, or CIF to a Local Country Bank Group member in compliance with the terms hereof shall discharge

the applicable Borrower’s obligations with respect to the relevant Local Currency Advance (and related Obligations, as applicable)

as if paid directly to the Intended Local Country Bank Group Member.

ARTICLE III

CONDITIONS OF LENDING

SECTION 3.01.             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 each 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,

each 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, each Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the

other documents to be delivered hereunder.

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, each 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 Bank,

(ii) the obligation of the Local Currency Banks to make the initial Advances under the applicable Local Currency Addendum shall

be subject to any further conditions set forth in such 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 3.02.

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:

(a)             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, CIF LUX 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

(b)             the

Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

SECTION 3.03.             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 4.01.             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 or limited liability company, as applicable, 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, (3) under the laws of Luxembourg, in the case of CIF LUX and (4) 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 applicable Local Currency Addendum, in the case of CIF, CIF LUX 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 applicable Local Currency

Addendum, in the case of CIF, CIF LUX 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.

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 applicable

Local Currency Addendum, in the case of CIF, CIF LUX 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)             (x) The

CIF Local Currency Addendum has been duly executed and delivered by a duly authorized officer of each of CFSC and CIF. Upon execution

of the CIF Local Currency Addendum by the Agent and the CIF Local Currency Agent and when the CIF Local Currency Agent or the Agent shall

have been notified by each CIF Local Currency Bank that such CIF Local Currency Bank has executed the CIF Local Currency Addendum, the

CIF 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

and (y) the CIF LUX Local Currency Addendum has been duly executed and delivered by a duly authorized officer of each of CFSC and

CIF LUX. Upon execution of the CIF LUX Local Currency Addendum by the Agent and the CIF LUX Local Currency Agent and when the CIF LUX

Local Currency Agent or the Agent shall have been notified by each CIF LUX Local Currency Bank that such CIF LUX Local Currency Bank

has executed the CIF LUX Local Currency Addendum, the CIF LUX Local Currency Addendum will be the legal, valid and binding obligation

of each of CFSC and CIF LUX enforceable against each of CFSC and CIF LUX 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.

(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, 2025 and

as at June 30, 2026, 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, 2025, 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,

any 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 any Local Currency Addendum, in the

case of CIF, CIF LUX 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 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, any Local Currency Addendum, the Japan Local Currency Addendum

or any Advance, as well as the payment of any amount due pursuant to this Agreement, any Local Currency Addendum or the Japan Local Currency

Addendum.

SECTION 4.02.

Additional Representations and Warranties of CFSC, CIF, CIF LUX and CFKK.

Each of CFSC, CIF, CIF LUX

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 5.01.             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, CIF LUX 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, any 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.

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.

(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;

(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, any

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 effect

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 Exchange Commission’s website located at http://www.sec.gov/edgar/searchedgar/webusers.htm).

SECTION 5.02.             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 5.03.             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 5.04.             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, 2026. 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.

(b)             Interest

Coverage Ratio. Maintain, for CFSC and its Subsidiaries on a consolidated basis as determined in accordance with generally accepted

accounting principles, 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, as calculated at the end of each fiscal quarter, for the prior

four consecutive fiscal quarter period.

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 6.01.             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;

(b)             Any

representation or warranty made by such Borrower herein, in any Local Currency Addendum or in the Japan Local Currency Addendum, or by

such Borrower (or any of its officers) in connection with this Agreement, any 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

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 any 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, CIF LUX

and CFKK (but excluding, in each case, Debt consisting of such Borrower’s obligations hereunder (including any 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, CIF LUX and CFKK (but excluding, in each case, Debt consisting of such Borrower’s

obligations hereunder (including any 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, CIF LUX 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, CIF LUX 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, CIF LUX 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, CIF LUX or CFKK, a Change of Control shall occur; or

(i)

With respect to CFSC, CIF, CIF LUX 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, a CIF Event of Default or

a CIF LUX Event of Default, the CIF Local Currency Agent or CIF LUX Local Currency Agent, as applicable, (x) shall at the request,

or may with the consent, of the applicable Majority Local Currency Banks, by notice to the Borrowers, declare the obligation of each

Local Currency Bank to make Local Currency Advances to CIF or CIF LUX, as applicable, to be terminated, whereupon the same shall forthwith

terminate, and (y) shall at the request, or may with the consent, of the applicable Majority Local Currency Banks, by notice to

CIF or CIF LUX, as applicable, declare the Local Currency Advances to CIF or CIF LUX, as applicable, all interest thereon and all other

amounts payable under this Agreement and the applicable 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 or CIF LUX, as applicable 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, CIF LUX and

CFKK, any CFSC Event of Default shall be a CIF Event of Default, a CIF LUX Event of Default and a CFKK Event of Default.

ARTICLE VII

AGENCY

SECTION 7.01.             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 7.02.             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 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 any 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, any Local Currency

Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks.

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 any 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,

any 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 any 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 7.03.             Duties

of Agent; Exculpatory Provisions. (a) The Agent’s duties hereunder, the CIF Local Currency Agent’s duties under

the CIF Local Currency Addendum, the CIF LUX Local Currency Agent’s duties under the CIF LUX 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, any Local Currency Agent or the Japan Local Currency Agent shall have any duties or obligations except those expressly

set forth herein, in the applicable Local Currency Addendum or in the Japan Local Currency Addendum. Without limiting the generality

of the foregoing, none of the Agent, any 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 CIF Local Currency Banks, the Majority

CIF LUX 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 any Local Currency Addendum or in the Japan Local Currency Addendum, as applicable), provided

that none of the Agent, any 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, any Local Currency Agent, the Japan Local Currency Agent or any of their

respective Affiliates to liability or that is contrary to this Agreement, the applicable 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, each 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 CIF Local Currency Banks, the Majority CIF LUX 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.

of the Agent, any member of the Agent’s Group, each 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, any 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, any 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, any 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 7.04.             Reliance

by Agent. Each of the Agent, each 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, each 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 Agents 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, any 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 Agents 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 Agents 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 7.05.             Delegation

of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder, under any 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 7.06.             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).

(b)             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).

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 applicable 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 CIF Local Currency Agent was acting as CIF Local Currency

Agent, the retiring CIF LUX Local Currency Agent was acting as CIF LUX Local Currency Agent or the retiring Japan Local Currency Agent

was acting as Japan Local Currency Agent.

SECTION 7.07.             Non-Reliance

on Agents and Other Banks. (a) Each Bank confirms to the Agent, each 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, any 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 Addendums and the Japan

Local Currency Addendum, (ii) that it has, independently and without reliance upon the Agent, any 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 Addendums 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, any 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 Addendums 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 Addendums (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;

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 Addendums 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 7.08.             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 7.09.             Indemnification.

To the extent not reimbursed by the Borrowers in accordance with Section 8.04 hereof, the Banks agree to indemnify the Agent,

each 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, any 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, any Local Currency Addendum or the Japan Local Currency Addendum or any action taken

or omitted by the Agent, any Local Currency Agent, the Japan Local Currency Agent, the Arrangers or the Co-Syndication Agents under this

Agreement, any 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, any 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, each

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, any 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, any

Local Currency Addendum or the Japan Local Currency Addendum, to the extent that the Agent, any 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 7.10.             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, any 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 7.11.             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

(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.

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 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 8.01.             Amendments,

Etc.

(a)             No

amendment or waiver of any provision of this Agreement, any 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 CIF Local Currency Banks, the Majority CIF LUX 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 CIF Local Currency Commitments, CIF LUX

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”, “Majority CIF Local Currency Banks”,

“Majority CIF LUX 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 applicable Local Currency Addendum or under the Japan Local Currency Addendum, or the percentage

of the CIF Local Currency Commitments, CIF LUX Local Currency Commitments or Japan Local Currency Commitments or the aggregate unpaid

CIF Local Currency Advances, CIF LUX Local Currency Advances or Japan Local Currency Advances, or the number of CIF Local Currency Banks,

CIF LUX Local Currency Banks or Japan Local Currency Banks, which shall be required for the CIF Local Currency Banks, CIF LUX Local Currency

Banks or the Japan Local Currency Banks, as applicable, or any of them, to take any action hereunder, under the applicable 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 CIF Local Currency Agent, CIF LUX 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 CIF Local Currency Agent, CIF LUX Local Currency Agent or the Japan Local Currency Agent, as applicable, under this Agreement,

any 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.

SECTION 8.02.             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.

5205 N. O’Connor Boulevard, Suite 100

Irving, Texas 75039

Attention of: Director Corporate Funding

Telecopier No.: 212-203-5761

E-Mail Address: kio.garduno@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: daniel.walder@cat.com

(ii)             if

to CFSC, CIF, CIF LUX 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: daniel.walder@cat.com

(iii)           if

to the Agent

Citibank, N.A.

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

Email Address: usagencyservicing@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.

(b)             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.

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 namdisclosureunit@citi.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.

(d)            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”).

(e)            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.

(f)             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.

(g)            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 8.03.       No

Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder, under

any 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 8.04.       Costs,

Expenses and Taxes. (a) Caterpillar agrees to pay on written demand all reasonable costs and expenses of the Agent, each 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, each 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, each 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, each 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, each 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, each 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, each 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.

(b)            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.

Borrowers severally agree to indemnify and hold harmless each of the Agent, each 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, any 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, such 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 applicable 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.

(d)            The

Borrowers’ obligations under this Section 8.04 shall survive the termination of this Agreement and repayment of all

Advances.

SECTION 8.05.      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, any 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, such 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 8.06.      Binding

Effect. This Agreement shall be deemed to have become effective as of August 27, 2026 when it shall have been executed by the

Borrowers, each 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, each 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 8.07.      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.

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(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, each

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, each 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, each Local Currency Addendum or the Japan Local Currency Addendum or the execution, legality,

validity, enforceability, genuineness, sufficiency or value of this Agreement, each 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.

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 Agents, 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.

(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.

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(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 8.08.      Governing

Law; Submission to Jurisdiction; Service of Process.

(a)            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).

(b)            Each

of the Agent, each 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.

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Borrower irrevocably submits to the exclusive jurisdiction (or, solely in the case of CFKK, CIF LUX 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, CIF LUX 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, each 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).

(d)            Nothing

in this Section 8.08 shall affect the right of any Borrower, the Agent, any 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.

(e)            Nothing

in this Agreement, any Local Currency Addendum or the Japan Local Currency Addendum shall affect any right that the Agent, each 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, any Local Currency Addendum or the Japan Local Currency Addendum against

any Borrower or its properties in the courts of any jurisdiction.

SECTION 8.09.       Caterpillar

as Agent for the Borrowers. CFSC, CIF, CIF LUX 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, CIF LUX and CFKK hereby

irrevocably waives, to the fullest possible extent, any defense of forum non conveniens.

SECTION 8.10.       Judgment

Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due under this Agreement, under

any 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.

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SECTION 8.11.       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 8.12.       Waiver

of Jury Trial. EACH BORROWER, THE AGENT, EACH 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, ANY 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.

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SECTION 8.13.       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, each 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 8.14.       Confidentiality.

Each of the Agent, each 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 any 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, any 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, insurance broker, insurer, 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, any 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.

Notwithstanding anything contained herein, nothing in this Agreement shall prohibit or in any way restrict you from reporting possible

violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental

or regulatory body or any self-regulatory organization including but not limited to, bank examiners, the SEC, DOJ, FINRA, NFA, or the

CFTC, or making other disclosures pursuant to applicable “whistleblower” laws or regulations.

105

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, any 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 8.15.       Treatment

of Information.

(a)            Certain

of the Banks may enter into this Agreement, a 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,

a 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.

106

(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.

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 any 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.

107

(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 any 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 8.16.       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 8.17.       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.

108

SECTION 8.18.       Arrangers.

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

SECTION 8.19.       Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any 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, any

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:

(a)            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

(b)            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, any 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 9.01.       The

Guaranty. CFSC hereby unconditionally and irrevocably guarantees to the Agent, each Bank and each other holder of any obligations

owing by CIF, CIF LUX and CFKK under this Agreement, each 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, CIF LUX and CFKK, and the due and punctual payment of all other amounts payable by CIF, CIF LUX and CFKK under this Agreement,

the applicable Local Currency Addendum and the Japan Local Currency Addendum. Upon failure by any of CIF, CIF LUX 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.

109

SECTION 9.02.       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, CIF LUX or CFKK under this Agreement,

any 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, any Local Currency Addendum, the Japan Local Currency Addendum, or any

Note;

(iii)           any

change in the corporate existence, structure or ownership of CIF, CIF LUX or CFKK, including the merger of CIF, CIF LUX or CFKK, into

another entity, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting CIF or its assets, CIF LUX or its

assets or CFKK or its assets, or any resulting release or discharge of any obligation of CIF, CIF LUX or CFKK under this Agreement, the

applicable 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, CIF LUX or CFKK, the Agent, any 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, CIF LUX or CFKK for any reason of any provision or all of this Agreement,

any Local Currency Addendum or the Japan Local Currency Addendum, or any provision of applicable law or regulation purporting to prohibit

the payment by CIF, CIF LUX or CFKK of the principal of or interest on any Advance or any other amount payable by it under this Agreement;

(vi)           any

other act or omission to act or delay of any kind by CIF, CIF LUX, CFKK, the Agent, any 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 CIF Local Currency Addendum, of CIF LUX’s obligations under this Agreement or the CIF LUX Local Currency Addendum or of

CFKK’s obligations under this Agreement or the Japan Local Currency Addendum.

110

SECTION 9.03.       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, CIF LUX

and CFKK and all other amounts payable by CFSC, CIF, CIF LUX and CFKK under this Agreement, each 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, CIF LUX

or CFKK or any other amount payable by CIF, CIF LUX or CFKK under this Agreement, any 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, CIF LUX or CFKK or otherwise (including pursuant to any settlement entered into

by the Agent, any 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 9.04.       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, any Local Currency Agent, the Japan Local

Currency Agent, any Bank or any other Person against CIF, CIF LUX 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, CIF LUX or CFKK or any of CIF’s,

CIF LUX’s or CFKK’s other obligations under this Agreement, the Local Currency Addendums or the Japan Local Currency Addendum,

and authorizes the Agent, the Local Currency Agents, 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 Agents, 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 Agents, 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 9.05.       Subrogation.

Upon making any payment hereunder, CFSC shall be subrogated to the rights of the Banks against CIF, CIF LUX 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, CIF LUX and CFKK and all other amounts payable by CIF, CIF LUX and CFKK

under this Agreement, the Local Currency Addendums and the Japan Local Currency Addendum have been paid in full.

111

SECTION 9.06.       Stay

of Acceleration. In the event that acceleration of the time for payment of any amount payable by CIF, CIF LUX or CFKK under this

Agreement, any Local Currency Addendum or the Japan Local Currency Addendum is stayed upon the insolvency, bankruptcy or reorganization

of CIF, CIF LUX 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.

112

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.

Name:

Matthew Fortunak

Title:

Vice President and Treasurer

CATERPILLAR FINANCIAL SERVICES

CORPORATION

Name:

Derek Jacobs

Title:

Treasurer

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY

Name:

Derek Jacobs

Title:

Director

CATERPILLAR FINANCE KABUSHIKI KAISHA

Name:

Derek Jacobs

Title:

Director

CATERPILLAR INTERNATIONAL FINANCE LUXEMBOURG

S.À R.L.

Name:

Derek Jacobs

Title:

Authorized Signatory

Signature Page to Credit Agreement

(364-Day Facility)

CITIBANK, N.A., as Agent

Name:

Title:

Signature Page to Credit

Agreement

(364-Day Facility)

CITIBANK EUROPE PLC, UK BRANCH, as CIF Local Currency Agent and CIF LUX Local Currency Agent

Name:

Title:

Signature Page to Credit

Agreement

(364-Day Facility)

MUFG BANK, LTD., as Japan Local Currency Agent

Name:

Yoshikazu Shimauchi

Title:

Managing Director, Head of Osaka Corporate Banking Division No.3

Signature Page to Credit

Agreement

(364-Day Facility)

Banks

CITIBANK, N.A.

Name:

Susan

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., as a Bank and in

order to appoint Bank of America Europe Designated Activity Company as a Local Currency Bank

Name:

Kathryn DuFour

Title:

Vice President

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

Name:

Title:

Domestic Lending Office:

Bank of America, N.A.

540 West Madison Street

Chicago, IL 60661

Attn: Manish Thakur

Phone: 415-436-3685 Ext 66850

Fax:      972-728-4373

Euro and RFR Lending Offices:

Bank of America Europe Designated Activity

Company

TWO PARK PLACE, HATCH STREET UPPER

DUBLIN D02 NP94

IRELAND

Phone: 00353 124 39071

Fax: +44 208 313 2140

Signature Page to Credit

Agreement

(364-Day Facility)

JPMORGAN CHASE BANK, N.A.

Name:

Jonathan R. Bennett

Title:

Executive Director

J.P. MORGAN SE

Name:

Richard Johansson

Title:

Managing Director

Name:

Martin Andronov

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:

JP Morgan Chase & Co.

Towers A, B, and C, Parcel 9 Embassy Tech

Village, Outer Ring Road, Deverabeesanhalli

Village, Varthur Hobli, Bengaluru-560103, India

Attention: European Loan Ops

Email: European.Loan.Operations@jpmorgan.com

Phone: 1-201-595-5276

Fax: 1-214-291-4365

Signature Page to Credit

Agreement

(364-Day Facility)

BARCLAYS BANK PLC

Name:

Title:

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.

Name:

Mark Maloney

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

Name:

Title:

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

Name:

Nader Tannous

Title:

Managing Director

Name:

Todd Grossnickle

Title:

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)

THE HONG KONG AND SHANGHAI BANKING CORPORATION

LIMITED

Name:

Title:

Domestic Lending Office:

Address:

Attention:

Phone:

Fax:

Euro and RFR Lending Offices:

Address:

Attention:

Phone:

Fax:

Signature Page to Credit Agreement

(364-Day Facility)

ING BANK N.V., DUBLIN BRANCH

Name:

Title:

Domestic Lending Office:

ING Bank N.V., Dublin Branch

Block 4, Dundrum Town Centre

Sandyford Road, Dundrum

D16 A4W6, Ireland

Attention: Suzanne Mulvaney

Phone: +353-1-638-4015

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: Suzanne Mulvaney

Phone: +353-1-638-4015

Fax:      +353-1-638-4050

Signature Page to Credit Agreement

(364-Day Facility)

LLOYDS BANK PLC

Name:

Title:

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

Name:

Brian MacFarlane

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

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

Name:

David Vishny

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

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

Name:

Title:

Name:

Title:

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)

STANDARD CHARTERED BANK

Name:

James Beck

Title:

Associate Director

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

Name:

Title:

Domestic Lending Office:

Banco Santander, S.A., New York Branch

437 Madison Ave,

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., New York Branch

437 Madison Ave,

New York, NY 10022

Attention: Jose M. Rodriguez

Phone: +1 212-350-3608

Fax:      +1 212-350-3647

Signature Page to Credit Agreement

(364-Day Facility)

WELLS FARGO BANK, NATIONAL ASSOCIATION

Name:

Title:

Domestic Lending Office:

Wells Fargo Bank, National Association

90 South Seventh Street

N9305-077

Minneapolis, MN 55402

Attention: Mark Holm

Phone: 612-667-5657

Fax:      612-667-2276

Euro and RFR Lending Offices:

Wells Fargo Bank, National Association

90 South Seventh Street

N9305-077

Minneapolis, MN 55402

Attention: Mark Holm

Phone: 612-667-5657

Fax:      612-667-2276

Signature Page to Credit Agreement

(364-Day Facility)

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH

Name:

Kan Chen

Title:

Director

Name:

Dayi Liu

Title:

Executive Director

Domestic Lending Office:

Industrial and Commercial Bank of China Limited,

New York Branch

1633 Broadway 28th Floor

New York, NY 10019

Attention: Loan Admin

Yung Tuen Lee

Phone: 212-238-8279

Fax:      212-956-3631

Euro and RFR Lending Offices:

Industrial and Commercial Bank of China Limited,

New York Branch

1633 Broadway 28th Floor

New York, NY 10019

Attention: Loan Admin

Yung Tuen Lee

Phone: 212-238-8279

Fax:      212-956-3631

Signature Page to Credit Agreement

(364-Day Facility)

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

Name:

Cynthia Dioquino

Title:

Associate Director

Domestic Lending Office: Australia and New

Zealand Banking Group Limited

277 Park Avenue, 31st Floor

New York, NY 10172

Attention: Chandan Amarnath

Phone: (646) 575-3218

Email: LoanAdminNYC1177AA2@anz.com

Euro and RFR Lending Offices: Australia and New

Zealand Banking Group Limited

277 Park Avenue, 31st Floor

New York, NY 10172

Attention: Chandan Amarnath

Phone: (646) 575-3218

Email: LoanAdminNYC1177AA2@anz.com

Signature Page to Credit Agreement

(364-Day Facility)

CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH

Name:

Title:

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

Name:

Daniel Sutton

Title:

Tier Two Attorney

Domestic Lending Office:

Westpac Banking Corporation

390 Park Avenue, 14th Floor

New York, NY 10022

Attention: Daniel Sutton

Phone: 212-551-1977

Euro and RFR Lending Offices:

Westpac Banking Corporation

390 Park Avenue, 14th Floor

New York, NY 10022

Attention: Daniel Sutton

Phone: 212-551-1977

Signature Page to Credit Agreement

(364-Day Facility)

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK

BRANCH

Name:

Brian Crowley

Title:

Managing Director

Name:

Miriam Trautmann

Title:

Senior Vice President

Domestic Lending Office:

Banco Bilbao Vizcaya Argentaria, S.A.

New York Branch

1345 Avenue of the Americas, 44th Floor

New York, NY 10105

Attention: Giovanni Del Toro

Phone: 212-728-1622

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: Giovanni Del Toro

Phone: 212-728-1622

Signature Page to Credit Agreement

(364-Day Facility)

DBS BANK LTD.

Name:

Title:

Domestic Lending Office:

DBS Bank Ltd.

12 Marina Boulevard Level 44 DBS Asian Central

Marina Bay Financial Centre Tower 3

Singapore 018982

Euro and RFR Lending Offices:

DBS Bank Ltd.

12 Marina Boulevard Level 44 DBS Asian Central

Marina Bay Financial Centre Tower 3

Singapore 018982

Signature Page to Credit Agreement

(364-Day Facility)

ITAU UNIBANCO S.A. – MIAMI BRANCH

Name:

Title:

Name:

Title:

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.

$ 296,739,130.43

$ 277,739,130.43

Bank of America, N.A.

$ 296,739,130.43

$ 280,739,130.43

JPMorgan Chase Bank, N.A.

$ 296,739,130.43

$ 280,239,130.43

Barclays Bank PLC

$ 296,739,130.43

$ 280,739,130.43

MUFG Bank, Ltd.

$ 296,739,130.43

$ 196,739,130.43

Société Générale

$ 296,739,130.43

$ 280,739,130.43

BNP Paribas

$ 144,565,217.39

$ 139,065,217.39

The Hong Kong and Shanghai Banking Corporation Limited

$ 144,565,217.39

ING Bank N.V., Dublin Branch

$ 144,565,217.39

Lloyds Bank plc

$ 144,565,217.39

$ 139,065,217.39

The Toronto-Dominion Bank, New York Branch

$ 144,565,217.39

U.S. Bank National Association

$ 144,565,217.39

Commerzbank AG, New York Branch

$ 106,521,739.13

$ 101,021,739.13

The Northern Trust Company

$ 106,521,739.13

Standard Chartered Bank

$ 91,304,347.83

The Bank of Nova Scotia

$ 91,304,347.83

Wells Fargo Bank, National Association

$ 91,304,347.83

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

$ 91,304,347.83

Australia and New Zealand Banking Group Limited

$ 45,652,173.91

Banco Santander, S.A., New York Branch

$ 45,652,173.91

China Construction Bank Corporation, New York Branch

$ 45,652,173.91

Industrial and Commercial Bank of China Limited, New York Branch

$ 45,652,173.91

DBS Bank Ltd.

$ 30,434,782.62

Itau Unibanco S.A. – Miami Branch

$ 30,434,782.62

Westpac Banking Corporation

$ 30,434,782.62

Total

$ 3,500,000,000.00

$ 3,300,000,000.00

SCHEDULE II

COMMITMENT FEE AND APPLICABLE MARGIN TABLE1

Basis

for Pricing

Level

III

Level

the Credit Rating for the applicable Borrower is at least AA- by Standard & Poor’s or at least Aa3 by Moody’s

the Credit Rating for the applicable Borrower is at least A+ by Standard & Poor’s or at least A1 by Moody’s

the Credit Rating for the applicable Borrower is at least A by Standard & Poor’s or at least A2 by Moody’s

the Credit Rating for the applicable Borrower is lower than Level III by Standard &

Poor’s and Moody’s

Commitment

Fee Rate

0.020%

0.025%

0.030%

0.050%

Applicable

Margin for

Term SOFR Advances

0.625%

0.750%

0.875%

1.000%

Applicable

Margin for EURIBOR

Rate Advances

0.625%

0.750%

0.875%

1.000%

Applicable

Margin for SONIA Advances

0.625%

0.750%

0.875%

1.000%

Applicable

Margin for

TONAR Advances

0.625%

0.750%

0.875%

1.000%

Applicable

Margin for Base Rate and Japan Prime

Rate Advances

0.000%

1 Credit spread adjustments, if any, appear in the applicable

interest rate definitions.

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 (2026 364-Day Facility), dated as of August 27,

2026, 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 CIF Local Currency Agent and CIF LUX 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]

Title:

ADVANCES, MATURITIES, AND PAYMENTS OF PRINCIPAL

Date

Type of

Advance

Currency and

Amount of

Advance

Maturity of

Advance

Amount of

Principal

Paid

or Prepaid

Unpaid

Principal

Balance

Notation

Made By

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

Citibank, N.A.

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

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 (2026 364-Day Facility), dated as of August 27,

2026, 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 CIF Local Currency Agent and CIF LUX 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,

______].

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]

Title:

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).

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.

EXHIBIT B-2-a

FORM OF NOTICE OF CIF LOCAL CURRENCY BORROWING

Citibank Europe plc, UK Branch, as CIF

Local Currency Agent

Citigroup Centre

16th Floor

Canary Wharf

London, United Kingdom

E14 5LB

Attention: Karen Hall, Sona Sharma,

Amir Hussain

Email Addresses: Karen.hall@citi.com,

sona.sharma@citi.com, amir.hussain@citi.com

Citibank, N.A., as Agent

for the Banks parties

to the Credit Agreement

referred to below

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

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 (2026 364-Day Facility), dated as of August 27,

2026, 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, Caterpillar International Finance Luxembourg S.à r.l.,

certain Banks parties thereto, Citibank Europe plc, UK Branch, as CIF Local Currency Agent and CIF LUX Local Currency Agent, MUFG Bank, Ltd.,

as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks, and (2) the CIF Local Currency Addendum dated as of

August 27, 2026, among the undersigned, CFSC, the Local Currency Banks party thereto, and Citibank Europe plc, UK Branch as the

CIF 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 __________.

(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

Title:

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).

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

To be included in Notices of Borrowing pursuant to Section 3.03.

EXHIBIT B-2-b

FORM OF NOTICE OF CIF LUX LOCAL CURRENCY

BORROWING

Citibank Europe plc, UK Branch, as CIF

LUX Local Currency Agent

Citigroup Centre

16th Floor

Canary Wharf

London, United Kingdom

E14 5LB

Attention: Karen Hall, Sona Sharma,

Amir Hussain

Email Addresses: Karen.hall@citi.com,

sona.sharma@citi.com, amir.hussain@citi.com

Citibank, N.A., as Agent

for the Banks parties

to the Credit Agreement

referred to below

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Attention: Lisa Stevens Harary

Ladies and Gentlemen:

The undersigned, Caterpillar

International Finance Luxembourg S.à r.l., refers to (1) the Credit Agreement (2026 364-Day Facility), dated as of August 27,

2026, 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, Caterpillar International Finance Designated Activity Company,

certain Banks parties thereto, Citibank Europe plc, UK Branch, as CIF Local Currency Agent and CIF LUX Local Currency Agent, MUFG Bank, Ltd.,

as Japan Local Currency Agent, and Citibank, N.A., as Agent for said Banks, and (2) the CIF LUX Local Currency Addendum dated as

of August 27, 2026, among the undersigned, CFSC, the Local Currency Banks party thereto, and Citibank Europe plc, UK Branch as the

CIF LUX 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 __________.

(iv)          The

Interest Period (where applicable) for each Advance made as part of the Proposed Borrowing is _____ month[s].11

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 INTERNATIONAL FINANCE LUXEMBOURG S.À R.L.

Title:

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).

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.

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. Yuto Takagi

Citibank, N.A., as Agent

for the Banks parties

to the Credit Agreement

referred to below

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

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 (2026 364-Day Facility), dated as of August 27, 2026, 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, Caterpillar International Finance Luxembourg S.à r.l., certain

Banks parties thereto, Citibank Europe plc, UK Branch, as CIF Local Currency Agent and CIF LUX 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

August 27, 2026, 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.15

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).

(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 $_____________.

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)]16 [(excluding those contained in the second

sentence of subsection (e) thereof)]17 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]18.

Very truly yours,

CATERPILLAR FINANCE KABUSHIKI KAISHA

Title:

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

To be included in Notices of Borrowing pursuant to Section 3.03.

EXHIBIT B-4

FORM OF NOTICE OF ALLOCATION

Citibank, N.A., as Agent

for the Banks parties

to the Credit Agreement

referred to below

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

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, Caterpillar International Finance Luxembourg S.à r.l. and Caterpillar Finance Kabushiki Kaisha (the “Borrowers”),

refers to the Credit Agreement (2026 364-Day Facility), dated as of August 27, 2026, 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 CIF Local Currency Agent and CIF LUX 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:

Borrower

Allocation

Caterpillar

Inc.

Caterpillar Financial Services

Corporation

Very truly yours,

CATERPILLAR INC.

By:

Title:

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

One Penns Way, Ops II, Floor 2

New Castle, Delaware 19720

Attention: Lending Agency

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, Caterpillar Finance

Kabushiki Kaisha and Caterpillar International Finance Luxembourg S.à r.l. (the “Borrowers”), refer to the Credit

Agreement (2026 364-Day Facility), dated as of August 27, 2026, 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 CIF Local Currency Agent and CIF LUX 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 $__________.

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:

CATERPILLAR INTERNATIONAL FINANCE LUXEMBOURG S.À R.L.

By:

Title:

EXHIBIT C-1

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated _______________, 20__

Reference is made to the Credit

Agreement (2026 364-Day Facility), dated as of August 27, 2026, 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, Caterpillar International Finance Luxembourg S.à r.l. and Caterpillar Finance

Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in the Credit Agreement), Citibank Europe plc, UK Branch, as CIF

Local Currency Agent and CIF LUX 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

[CIF Local Currency Commitment] [CIF LUX 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

[CIF Local Currency Commitment] [CIF LUX Local Currency Commitment] [Japan Local Currency Commitment] on Schedule 1 hereto;]19

[(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.

Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.

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, each Local Currency

Addendum, the Japan Local Currency Addendum or the execution, legality, validity, enforceability, genuineness, sufficiency or value of

the Credit Agreement, each 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, each 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 [CIF Local Currency Addendum] [CIF LUX Local Currency Addendum] [Japan Local Currency Addendum]]20

held by it immediately prior to the Effective Date, have the rights and obligations under the Credit Agreement [and the [CIF Local Currency

Addendum] [CIF LUX Local Currency Addendum] [Japan Local Currency Addendum]]21 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 [CIF Local Currency Addendum]

[CIF LUX Local Currency Addendum] [Japan Local Currency Addendum]]22.

5.            Upon

such acceptance by the Agent, from and after the Effective Date, the Agent [and the [Local Currency Agent] [Japan Local Currency Agent]]23

shall make all payments under the Credit Agreement [, the [CIF Local Currency Addendum] [CIF LUX Local Currency Addendum] [Japan Local

Currency Addendum]]24 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 [CIF Local Currency Addendum] [CIF

LUX Local Currency Addendum] [Japan Local Currency Addendum]]25 and the Notes, if any,

for periods prior to the Effective Date directly between themselves.

Applicable if Assignor is a Local Currency Bank or a Japan Local Currency Bank.

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.

Schedule 1

Assignment and Acceptance

Dated __________, 20__

Section 1.

Percentage

Interest:

Assignor’s

Commitment:

Assignor’s Revolving

Credit Commitment:

[Assignor’s CIF Local

Currency Commitment:]

[Assignor’s CIF LUX

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 CIF Local Currency

Advances owing to the Assignor]

[Amount of CIF LUX Local

Currency Advances owing to the Assignor]

[Amount of Japan Local

Currency Advances owing to the Assignor]

Section

Notes, if any,

payable to the order of the Assignee

(a) Borrower:

Caterpillar

Dated:             ,

(b) Borrower:

CFSC

Dated:             ,

Notes,

if any, payable to the order of the Assignor

(a) Borrower:

Caterpillar

Dated:             ,

(b) Borrower:

CFSC

Dated:             ,

Section 3.

Effective

Date26:

Section 4.

Domestic Lending

Office

Euro Lending Office

RFR Lending Office

[NAME OF ASSIGNOR]

By:

Title:

[NAME OF ASSIGNEE]

By:

Title:

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

Consented to and Accepted this _____ day

, 20

[NAME OF AGENT], as Agent

By:

Title:

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

By:

Title:

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

By:

Title:

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

By:

Title:

Agreed to this day

, 20 27

CATERPILLAR INC.

By:

Title:

CATERPILLAR FINANCIAL SERVICES CORPORATION

By:

Title:

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

EXHIBIT C-2

FORM OF ASSUMPTION AND ACCEPTANCE

Dated _______________, 20__

Reference is made to the Credit

Agreement (2026 364-Day Facility), dated as of August 27, 2026, 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, Caterpillar International Finance Luxembourg S.à r.l. and Caterpillar Finance

Kabushiki Kaisha (the “Borrowers”), the Banks (as defined in the Credit Agreement), Citibank Europe plc, UK Branch, as CIF

Local Currency Agent and CIF LUX 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 [CIF Local Currency Commitment] [CIF LUX Local Currency Commitment] [Japan Local Currency Commitment]] under the

Credit Agreement in the amounts set forth on Schedule 1 hereto]28 [increase its Commitment

and Revolving Credit Commitment [and [CIF Local Currency Commitment] [CIF LUX Local Currency Commitment] [Japan Local Currency Commitment]]

under the Credit Agreement to the amounts set forth on Schedule 1 hereto]29 and the Added

Bank has agreed to so [become a Bank and accept and make a Commitment and Revolving Credit Commitment [and [CIF Local Currency Commitment]

[CIF LUX Local Currency Commitment] [Japan Local Currency Commitment]] under the Credit Agreement in such amounts]30

[increase its Commitment and Revolving Credit Commitment [and [CIF Local Currency Commitment] [CIF LUX Local Currency Commitment] [Japan

Local Currency Commitment]] under the Credit Agreement to such amounts].31 The Added

Bank agrees, upon the Effective Date of this Assumption and Acceptance, to purchase a participation in any Revolving Credit Advances

[[CIF Local Currency Advances] [CIF LUX 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,

each Local Currency Addendum, the Japan Local Currency Addendum, or the execution, legality, validity, enforceability, genuineness, sufficiency

or value of the Credit Agreement, each 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,

each Local Currency Addendum, the Japan Local Currency Addendum or any other instrument or document furnished pursuant thereto.

To be used if the Added Bank is not already a Bank under the Credit Agreement.

To be used if the Added Bank is already a Bank under the Credit Agreement.

To be used if the Added Bank is not already a Bank under the Credit Agreement.

To be used if the Added Bank is already a Bank under the Credit Agreement.

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 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 CIF Local Currency Commitment] [and CIF LUX 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.

Schedule 1

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 CIF Local Currency Commitment after giving effect to this Assumption and Acceptance:

]

[Added

Bank’s CIF LUX 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 Date32:

Section 3.

Domestic

Lending Office

Euro

Lending Office

RFR

Lending Office

[Local

Currency Lending Office

]

[Japan

Local Currency Lending Office

]

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

CATERPILLAR INC.

By:

Title:

CATERPILLAR FINANCIAL SERVICES CORPORATION

By:

Title:

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY

By:

Title:

CATERPILLAR FINANCE KABUSHIKI KAISHA

By:

Title:

CATERPILLAR INTERNATIONAL FINANCE LUXEMBOURG S.À R.L.

By:

Title:

[NAME OF ADDED BANK]

By:

Title:

Accepted this

day

, 20

[NAME OF AGENT]

By:

Title:

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 CIF Local Currency Agent and CIF LUX 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 (2026 364-Day Facility), dated as of August 27, 2026 (the “Credit Agreement”), among the Borrower,

[Caterpillar Inc./Caterpillar Financial Services Corporation], Caterpillar International Finance Designated Activity Company, Caterpillar

Finance Kabushiki Kaisha, Caterpillar International Finance Luxembourg S.à r.l., the Banks parties thereto, Citibank Europe plc,

UK Branch, as CIF Local Currency Agent and CIF LUX 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; [each 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 [, each Local Currency Addendum, the Japan Local Currency

Addendum]33 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 State of Delaware or any United States

Federal or [Tennessee]34 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 Delaware35 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 [, each

Local Currency Addendum, the Japan Local Currency Addendum]36 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 [, each Local Currency Addendum, the Japan Local Currency Addendum]37

and its Notes have been duly executed and delivered by a duly authorized officer of the Borrower. [Assuming that the Agent, each 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) each Local Currency Agent and each Local Currency Bank party to each Local Currency Addendum as of the date

hereof have duly executed and delivered such Local Currency Addendum and that each such Local Currency Bank has notified the Agent that

such Local Currency Bank has executed such 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, [each 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.]38

For CFSC opinion.

External counsel to provide all New York law opinions.

For CFSC opinion.

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 [,

each 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 [, each 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) 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) Sections

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 [any 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 any 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 any 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.]

38 External counsel

to provide all New York law opinions.

[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 any 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,

Schedule I

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]

Exhibit A

Good Standing Certificates

See attached.

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 (2026 364-Day Facility), dated as of August 27, 2026, 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, Caterpillar International Finance Luxembourg

S.à r.l. and Caterpillar Finance Kabushiki Kaisha (collectively, the “Borrowers”), the Banks party thereto, Citibank

Europe plc, UK Branch, as CIF Local Currency Agent and CIF LUX 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.

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.

By:

Name:

Title:

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 (2026 364-Day Facility), dated as of August 27, 2026, 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, Caterpillar International Finance Luxembourg

S.à r.l. and Caterpillar Finance Kabushiki Kaisha (collectively, the “Borrowers”), the Banks party thereto, Citibank

Europe plc, UK Branch, as CIF Local Currency Agent and CIF LUX 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.

CFSC Consolidated Debt*

CFSC’s Consolidated Net Worth*

Leverage Ratio (6-month moving average)

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, for CFSC and its Subsidiaries on a consolidated basis

as determined in accordance with generally accepted accounting principles, of (1) profit excluding income taxes, Interest Expense

and Net Gain/(Loss) From Interest Rate Derivatives to (2) Interest Expense, computed at the end of the fiscal quarter for which

this Certificate is delivered, for the prior four consecutive fiscal quarter period ending on such date, is not less than 1.15 to 1,

as shown below.

Profit excluding

income taxes, Interest Expense and excluding Net Gain/(Loss) From Interest Rate Derivatives

Interest Expense

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:

EXHIBIT G-1

FORM OF CIF LOCAL CURRENCY ADDENDUM (364-DAY

FACILITY)

CIF LOCAL CURRENCY ADDENDUM,

dated as of August 27, 2026, 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 CIF 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 (2026 364-Day Facility), dated as of August 27, 2026, among Caterpillar Inc., Caterpillar Financial Services

Corporation, Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki Kaisha, Caterpillar International

Finance Luxembourg S.à r.l., 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 CIF Local Currency Agent and CIF LUX 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 “CIF 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.

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 CIF Local Currency Commitment, and the CIF Local Currency Commitment and

the Same Day CIF Local Currency Commitment for each Local Currency Bank party to this Addendum as of the date hereof, are set forth on

Schedule I; provided, that the aggregate Dollar Amount available to be borrowed under this Addendum and the CIF LUX Local

Currency Addendum shall not exceed $100,000,000.

(b)          Upon

at least five (5) Business Days prior irrevocable written notice to the Agent, the CIF Local Currency Agent and the Local Currency

Banks, CIF may from time to time permanently reduce the Total CIF 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 CIF 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 CIF 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. (a) This Addendum (including the Schedules hereto) may not be amended without the prior written

consent of the Majority CIF 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,

CIF Local Currency Commitments and Advances hereunder; provided, however, that a Local Currency Bank may not assign any

obligations, CIF Local Currency Commitments or rights hereunder to any Person which is not (or does not simultaneously become) a Bank

(including, without limitation, an Affiliate thereof) 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;

(b)           if

to CFSC, at its address and facsimile number or electronic mail address referenced in Section 8.02 of the Credit Agreement;

to the CIF Local Currency Agent, at Citibank Europe plc, UK Branch, Citigroup Centre, 16th Floor, Canary Wharf, London, United Kingdom,

E14 5LB, attention: karen.hall@citi.com; sona.sharma@citi.com; amir.hussain@citi.com; 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 Citibank, N.A., One Penns Way, Ops II, Floor 2, New Castle, Delaware 19720, Attention: Lending Agency

(usagencyservicing@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 CIF 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 CIF 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 CIF Local Currency Agent

Section 5.01.

Appointment; Nature of Relationship. Citibank Europe plc, UK Branch is appointed by the Local Currency Banks as the CIF

Local Currency Agent hereunder and under the Credit Agreement, and each of the Local Currency Banks irrevocably authorizes the CIF 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 CIF Local Currency Agent. The CIF 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 “CIF

Local Currency Agent,” it is expressly understood and agreed that the CIF 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 CIF 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 CIF 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

CIF 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 CIF Local Currency Agent shall have and may exercise such powers under this Addendum and the Credit Agreement

as are specifically delegated to the CIF Local Currency Agent by the terms of each thereof, together with such powers as are reasonably

incidental thereto. The CIF 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 CIF Local Currency Agent.

Section 5.03.

General Immunity. Neither the CIF 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 CIF 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 CIF

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 CIF 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 CIF 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 CIF Local Currency Agent shall be entitled to advice of counsel concerning the contractual arrangement

among the CIF 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.]

Section 5.08.

Other Transactions. The CIF 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 CIF 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 CIF 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 CIF Local Currency Banks. Upon any such resignation or removal,

the Majority CIF Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation

of the CIF Local Currency Agent, the resigning CIF Local Currency Agent has appointed one of its Affiliates as successor CIF Local Currency

Agent), on behalf of the Borrowers and the Local Currency Banks, a successor CIF Local Currency Agent. If no successor CIF 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 CIF 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 CIF 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 CIF Local Currency Agent shall be subject to written approval by CFSC and CIF, which approval shall not be unreasonably

withheld. Such successor CIF 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 CIF Local Currency Agent hereunder by a successor CIF Local Currency Agent, such successor

CIF Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring

CIF Local Currency Agent, and the retiring CIF Local Currency Agent shall be discharged from its duties and obligations hereunder and

under the Credit Agreement. After any retiring CIF Local Currency Agent’s resignation hereunder as CIF 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 CIF Local Currency Agent hereunder and under the Credit Agreement.

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

CIF Local Currency Addendum

(364-Day Facility)

CITIBANK, N.A., as the Agent

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

CITIBANK EUROPE PLC, UK BRANCH, as the CIF Local Currency Agent

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

CITIBANK, N.A., as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

J.P. MORGAN SE, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

BARCLAYS

BANK PLC, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

SOCIÉTÉ

GÉNÉRALE, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

BNP

PARIBAS LONDON BRANCH, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

COMMERZBANK

AG, NEW YORK BRANCH, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

LLOYDS

BANK PLC, as Local Currency Bank

By:

Name:

Title:

Signature Page to

CIF Local Currency Addendum

(364-Day Facility)

SCHEDULE I

to CIF Local Currency Addendum

Local Currency Banks

CIF Local Currency Commitments

Total CIF Local Currency Commitment

Applicable Lending Office

Local Currency Bank Name

CIF Local Currency

Commitment

Same Day CIF Local

Currency Commitment

Citibank, N.A.

$19,000,000

J.P. Morgan SE

$16,500,000

Bank of America Europe Designated Activity Company

$16,000,000

Barclays Bank PLC

$16,000,000

Société Générale

$16,000,000

BNP Paribas London Branch

$5,500,000

Commerzbank AG, New York Branch

$5,500,000

Lloyds Bank plc

$5,500,000

Total CIF Local Currency Commitment

US $100,000,000

Total Same Day CIF Local Currency Sub-Facility

US $100,000,000

Local

Currency Bank Name

Applicable

Local Currency Lending Office

Citibank,

N.A.

Citibank, N.A. – London Branch

Citigroup Centre, Canada Square,

Canary Wharf, London E14 5LB

Attention: Loans Processing Unit Citibank NA, London

Email: notices.londonloans@citi.com

J.P.

Morgan SE

JP Morgan Chase & Co.

Towers A, B, and C, Parcel 9 Embassy Tech Village, Outer Ring Road, Deverabeesanhalli Village, Varthur Hobli, Bengaluru-560103, India

Attention: European Loan Ops

Email: European.Loan.Operations@jpmorgan.com

Phone: 1-201-595-5276

Fax: 1-214-291-4365

Bank

of America Europe Designated Activity Company

Bank of America Europe

Designated Activity Company

TWO PARK PLACE, HATCH STREET UPPER

DUBLIN D02 NP94

IRELAND

Phone: 00353 124 39071

Fax: +44 208 313 2140

Emealoanoperations@bofa.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: Jack Deegan

Lloyds

Bank plc

Lloyds

Bank plc

Wholesale Loans Servicing,

Bank House,

Wine Street,

Bristol BS1 2AN

Attention: Mike Wilson

SCHEDULE II

to CIF 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 CIF 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.

SCHEDULE III

to CIF Local Currency Addendum

OTHER PROVISIONS

1. Borrowing

Procedures:

(a) Notice

of CIF Local Currency Borrowing shall be given by CIF to the Agent and the CIF Local Currency Agent not later than 11:00 a.m. (London

time) on the third Business Day prior to the date of the proposed CIF Local Currency Borrowing (or not later than 10:00 a.m. (London

time)) on the Business Day of the proposed CIF Local Currency Borrowing, in the case of a CIF Local Currency Borrowing consisting of

Same Day CIF Local Currency Advances, and the Agent (or the CIF Local Currency Agent, in the case of a CIF Local Currency Borrowing consisting

of Same Day CIF Local Currency Advances) shall give each Local Currency Bank prompt notice thereof in accordance with Section 4.03.

(b) Each

Notice of CIF Local Currency Borrowing shall be addressed to the Agent and the CIF Local Currency Agent at its address set forth in Section 4.03

and shall specify the bank account to which the CIF Local Currency Advances are to be made.

2. Funding

Arrangements:

Minimum amounts/increments for CIF Local Currency

Borrowings, repayments and prepayments:

Same as Credit Agreement.

3. Promissory

Notes: None required.

EXHIBIT G-2

FORM OF CIF LUX LOCAL CURRENCY ADDENDUM (364-DAY

FACILITY)

CIF LUX LOCAL CURRENCY ADDENDUM,

dated as of August 27, 2026, to the Credit Agreement (as defined below), among Caterpillar Financial Services Corporation, Caterpillar

International Finance Luxembourg S.à r.l., the Local Currency Banks (as defined below), Citibank, N.A., as Agent, and Citibank

Europe plc, UK Branch, as CIF LUX 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 (2026 364-Day Facility), dated as of August 27, 2026, among Caterpillar Inc., Caterpillar Financial Services

Corporation, Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki Kaisha, Caterpillar International

Finance Luxembourg S.à r.l., 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 CIF Local Currency Agent and CIF LUX 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 LUX requests the Local Currency Banks

to include as a Local Currency and which is reasonably acceptable to the Local Currency Banks, made to CIF LUX 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 “CIF LUX 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