Common use of N WITNESS WHEREOF Clause in Contracts

N WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed by their respective officers or representatives thereunto duly authorized, as of the date first above written. CATERPILLAR INC. By Name: Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Name: Xxxxx X. Xxxxxxxx Title: Director CATERPILLAR FINANCE CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Director CITIBANK, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)

N WITNESS WHEREOF. the parties hereto have caused this Agreement to be Amendment has been duly executed by their respective officers or representatives thereunto duly authorized, as of the date day and year first above written. CATERPILLAR EXPRESS LANE SERVICE, INC. By By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President NEW PENN MOTOR EXPRESS LLC (F/K/A NEW PENN MOTOR EXPRESS INC.) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President ROADWAY EXPRESS INTERNATIONAL, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President ROADWAY LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President ROADWAY NEXT DAY CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance ROADWAY REVERSE LOGISTICS, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President, Finance USF BESTWAY INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 YRC ASSOCIATION SOLUTIONS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC INTERNATIONAL INVESTMENTS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC LOGISTICS SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance YRC MORTGAGES, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC ENTERPRISE SERVICES, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC REGIONAL TRANSPORTATION, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 USF XXXXX INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance USF XXXX XXXXX INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance USF HOLLAND LLC (F/K/A USF HOLLAND INC.) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President USF REDSTAR LLC By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance USF REDDAWAY INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 WILMINGTON TRUST COMPANY, as CDA Agent By: /s/ W. Xxxxxx Xxxxxx, II Name: W. Xxxxxx Xxxxxx Title: Vice President YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 MANAGEMENT - LABOR WELFARE AND PENSION FUNDS LOCAL 1730 X.X.X. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 INTERNATIONAL BROTHERHOOD OF TEAMSTERS UNION LOCAL 710 PENSION FUND as a Fund By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 HAGERSTOWN MOTOR CARRIERS AND TEAMSTERS PENSION FUND, as a Fund By: /s/ [Unreadable] Name: Title: Administrative Agent YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 CENTRAL PENNSYLVANIA TEAMSTERS PENSION FUND, as a Fund By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chairman and Trustee YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS PENSION FUND By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Executive Director YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 EMPLOYER-TEAMSTERS LOCAL NOS. 175 AND 505 PENSION TRUST FUND By: /s/ Xxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: Chairman YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 FREIGHT DRIVERS AND HELPERS LOCAL UNION NO. 557 PENSION FUND as a Fund By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: TRUSTEE YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 MID-JERSEY TRUCKING INDUSTRY & TEAMSTERS LOCAL 701 PENSION FUND, as a Fund By: /s/ XXXXXX XXXX Name: XXXXXX XXXX Title: TRUSTEE YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 0000 XXXXXXXXXXXX XXXXXXXXXXXX AND WESTERN MARYLAND AREA TEAMSTERS AND EMPLOYERS PENSION FUND, as a Fund By: /s/ Xx Xxxxxx Name: Xx Xxxxxx Title: Chairman Board of Trustee By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Secretary-Treasurer YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 TEAMSTERS PENSION TRUST FUND OF PHILADELPHIA AND VICINITY, as a Fund By: /s/ XXXXX XXXXXXXX Name: XXXXX XXXXXXXX Title: EXECUTIVE DIRECTOR/ADMINISTRATOR YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 TRUCKING EMPLOYEES OF NORTH JERSEY WELFARE FUND INC. – PENSION FUND By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Fund Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND, as a Fund By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Administrative Manager YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 WESTERN CONFERENCE OF TEAMSTERS SUPPLEMENTAL BENEFIT TRUST as a Fund By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chairman YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 TEAMSTERS LOCAL 641 PENSION FUND, as a Fund By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Chairman YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 0000 Xxxxxxxx Xxxxxxxxx xx Xxxxxxxx Xxxxxxxx Pension Fund, as a Fund By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Trustee YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 ROAD CARRIERS LOCAL707 PENSION FUND as a Fund By: /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Fund Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 Teamsters Joint Council No. 83 of Virginia Pension Fund, as a Fund By: /s/ Xxxxxxx X. XxXxxx Name: Xxxxxxx X. XxXxxx Title: Executive Director YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 HAWAII TRUCKERS-TEAMSTERS UNION PENSION FUND By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Trustee Name: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Treasurer CATERPILLAR Trustee YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 INTERNATIONAL FINANCE LIMITED By ASSOCIATION OF MACHINISTS MOTOR CITY PENSION FUND, as a Fund By: Xxxxxxx X. Xxxxx Name: Xxxxx XXXXXXX X. Xxxxxxxx XXXXX Title: Director CATERPILLAR FINANCE CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Director CITIBANK, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building ATTORNEY Schedule to Amendment No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank 1 of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia the Second Amended and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)Restated Contribution Deferral Agreement Schedule 2.01

N WITNESS WHEREOF. the parties hereto have caused this Agreement to be duly executed by their respective authorized officers or representatives thereunto duly authorized, as of the date day and year first above written. CATERPILLAR SMILEDIRECTCLUB, INC. By By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer SDC FINANCIAL LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer CLUSTER HOLDCO LLC, as Administrative Agent and Collateral Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager CLUSTER HOLDCO LLC, as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager XXXXX XXXXXXX REVOCABLE LIVING TRUST U/A/D JUNE 9, 1989, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Trustee DBK INVESTMENTS, LLC, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager of CVG Advisors LLC, its Managing Member XXXXX X. XXXXXXX 2009 FAMILY TRUST FBO XXXXXX X. XXXXXXX U/O/A DATED APRIL 1, 2009, as a Lender By: TFO Trust Company, as administrative trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Trust Officer, TFO Trust Company, LLC XXXXX X. XXXXXXX 2009 FAMILY TRUST FBO XXXXXX X. XXXXXXX U/O/A DATED APRIL 1, 2009, as a Lender By: TFO Trust Company, as administrative trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Trust Officer, TFO Trust Company, LLC XXXXX X. XXXXXXX 2009 FAMILY TRUST FBO XXXX X. XXXXXXX U/O/A DATED APRIL 1, 2009, as a Lender By: TFO Trust Company, as administrative trustee By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Trust Officer, TFO Trust Company, LLC [Signature Page to DIP Credit Agreement] XXXXXX X. XXXXXXX REVOCABLE TRUST DATED JUNE 14, 2018, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Trustee XX XXXXXXX INVESTMENTS, LLC, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Manager XXXXXXXXX XXXXXXX REVOCABLE TRUST DATED OCTOBER 21, 2016, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Title: Director CATERPILLAR FINANCE CORPORATION By Trustee XXXXXXXXX X. XXXXXXX 2018 IRREVOCABLE TRUST DATED JUNE 21, 2018, as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Title: Director CITIBANK, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)Trustee

N WITNESS WHEREOF. the parties hereto have caused this Agreement to be Amendment has been duly executed by their respective officers or representatives thereunto duly authorized, as of the date day and year first above written. CATERPILLAR EXPRESS LANE SERVICE, INC. By By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President NEW PENN MOTOR EXPRESS LLC (F/K/A NEW PENN MOTOR EXPRESS INC.) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President ROADWAY EXPRESS INTERNATIONAL, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President ROADWAY LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President ROADWAY NEXT DAY CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance ROADWAY REVERSE LOGISTICS, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President, Finance USF BESTWAY INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 YRC ASSOCIATION SOLUTIONS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC INTERNATIONAL INVESTMENTS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC LOGISTICS SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance YRC MORTGAGES, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC ENTERPRISE SERVICES, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President YRC REGIONAL TRANSPORTATION, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 USF XXXXX INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance USF XXXX XXXXX INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance USF HOLLAND LLC (F/K/A USF HOLLAND INC.) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President USF REDSTAR LLC By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Finance USF REDDAWAY INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 WILMINGTON TRUST COMPANY, as CDA Agent By: /s/ W. Xxxxxx Xxxxxx, II Name: W. Xxxxxx Xxxxxx Title: Vice President Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 MANAGEMENT - LABOR WELFARE AND PENSION FUNDS LOCAL 1730 X.X.X. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 INTERNATIONAL BROTHERHOOD OF TEAMSTERS UNION LOCAL 710 PENSION FUND as a Fund By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 HAGERSTOWN MOTOR CARRIERS AND TEAMSTERS PENSION FUND, as a Fund By: /s/ [Unreadable] Name: Title: Administrative Agent YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 CENTRAL PENNSYLVANIA TEAMSTERS PENSION FUND, as a Fund By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chairman and Trustee Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS PENSION FUND By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Executive Director Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 EMPLOYER-TEAMSTERS LOCAL NOS. 175 AND 505 PENSION TRUST FUND By: /s/ Xxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: Chairman Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 FREIGHT DRIVERS AND HELPERS LOCAL UNION NO. 557 PENSION FUND as a Fund By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: TRUSTEE Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 MID-JERSEY TRUCKING INDUSTRY & TEAMSTERS LOCAL 701 PENSION FUND, as a Fund By: /s/ XXXXXX XXXX Name: XXXXXX XXXX Title: TRUSTEE Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 0000 XXXXXXXXXXXX XXXXXXXXXXXX AND WESTERN MARYLAND AREA TEAMSTERS AND EMPLOYERS PENSION FUND, as a Fund By: /s/ Xx Xxxxxx Name: Xx Xxxxxx Title: Chairman Board of Trustee By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Secretary-Treasurer YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 TEAMSTERS PENSION TRUST FUND OF PHILADELPHIA AND VICINITY, as a Fund By: /s/ XXXXX XXXXXXXX Name: XXXXX XXXXXXXX Title: EXECUTIVE DIRECTOR/ADMINISTRATOR YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 TRUCKING EMPLOYEES OF NORTH JERSEY WELFARE FUND INC. – PENSION FUND By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Fund Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND, as a Fund By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Administrative Manager Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 WESTERN CONFERENCE OF TEAMSTERS SUPPLEMENTAL BENEFIT TRUST as a Fund By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chairman Signature Page to Amendment No. l to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 TEAMSTERS LOCAL 641 PENSION FUND, as a Fund By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Chairman Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 0000 Xxxxxxxx Xxxxxxxxx xx Xxxxxxxx Xxxxxxxx Pension Fund, as a Fund By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Trustee Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 ROAD CARRIERS LOCAL707 PENSION FUND as a Fund By: /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Fund Administrator YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 Teamsters Joint Council No. 83 of Virginia Pension Fund, as a Fund By: /s/ Xxxxxxx X. XxXxxx Name: Xxxxxxx X. XxXxxx Title: Executive Director Signature Page to Amendment No. l to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 HAWAII TRUCKERS-TEAMSTERS UNION PENSION FUND By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Trustee Name: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Treasurer CATERPILLAR Trustee Signature Page to Amendment No. 1 to Contribution Deferral Agreement YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 INTERNATIONAL FINANCE LIMITED By ASSOCIATION OF MACHINISTS MOTOR CITY PENSION FUND, as a Fund By: Xxxxxxx X. Xxxxx Name: Xxxxx XXXXXXX X. Xxxxxxxx XXXXX Title: Director CATERPILLAR FINANCE CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Director CITIBANK, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building ATTORNEY Signature Page to Second Amended and Restated Contribution Deferral Agreement Fund Schedule to Amendment No. 3 New Castle1 of the Second Amended and Restated Contribution Deferral Agreement Schedule 2.01 Deferred Pension Payments, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: Deferred Interest and Pension Interest Rate Fund Deferred Pension Payments as of the First Amendment Effective Date Deferred Interest as of the First Amendment Effective Date Pension Interest Rate CENTRAL PENNSYLVANIA TEAMSTER PENSION FUND $4,156,089.67 $0 0.25% plus the rate authorized by 29 U.S.C. Section 1132(g)(2), which is prescribed under Section 6621 of the Internal Revenue Code of 1986.* CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS PENSION FUND $50,735,320.88 $0 0.25% plus the greater of (000i) 000-0000 Fax: 7.5% and (000ii) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 2% plus the prime interest rate established by JPMorgan Chase Bank, N.A. EMPLOYER –TEAMSTERS LOCAL NOS. 175/505 PENSION TRUST FUND $363,000,000.00 85,345.46 $338,500,000.00 Barclays 0 0.25% plus 2% plus the prime interest rate established by JPMorgan Chase Bank, N.A. FREIGHT DRIVERS AND HELPERS LOCAL 557 PENSION FUND $558,481.75 $0 0.25% plus 10% HAGERSTOWN MOTOR CARRIERS AND TEAMSTERS PENSION PLAN $315,223.07 $0 0.25% plus 18% * The rate used shall be for debtors that owe in excess of $100,000. Fund Deferred Pension Payments as of the First Amendment Effective Date Deferred Interest as of the First Amendment Effective Date Pension Interest Rate HAWAII TRUCKERS- TEAMSTERS UNION PENSION FUND $26,239.56 $0 0.25% plus 10% I.B of T UNION LOCAL NO. 710 PENSION FUND $4,980,545.99 $0 0.25% plus 2% plus the prime interest rate established by JPMorgan Chase Bank PLC N.A. INTERNATIONAL ASSOCIATION OF MACHINISTS MOTOR CITY PENSION FUND $286,000,000.00 51,114.91 $266,000,000.00 Société Générale 0 0.25% plus 7% LOCAL 705 INTERNATIONAL BROTHERHOOD OF TEAMSTERS PENSION FUND $286,000,000.00 0 $266,000,000.00 The Bank 0 N/A MANAGEMENT LABOR WELFARE AND PENSION FUNDS LOCAL 1730, 1L.A. $186,865.17 $0 0.25% plus 8% MID-JERSEY TRUCKING IND. & TEAMSTERS LOCAL 701 PENSION FUND $223,241.14 $0 0.25% plus 2% plus the prime interest rate established by JPMorgan Chase Bank, N.A. NEW ENGLAND TEAMSTERS & TRUCKING INDUSTRY PENSION FUND $0 $0 N/A Fund Deferred Pension Payments as of Tokyo the First Amendment Effective Date Deferred Interest as of the First Amendment Effective Date Pension Interest Rate NEW YORK STATE TEAMSTERS CONFERENCE PENSION AND RETIREMENT FUND $0 $0 N/A ROAD CARRIERS LOCAL 707 PENSION FUND $2,576,307.60 $0 0.25% plus 10% SOUTHWESTERN PENNSYLVANIA AND WESTERN MARYLAND TEAMSTERS & EMPLOYERS PENSION FUND $18,177.14 $0 0.25% plus 18% SUBURBAN TEAMSTERS OF IL. PENSION FUND $559,561.29 $0 0.25% plus 12% TEAMSTERS JC 83 PENSION FUND $351,869.27 $0 0.25% plus 18% TEAMSTERS LOCAL 445 PENSION FUND $0 $0 N/A TEAMSTER LOCAL 617 PENSION FUND $0 $0 N/A Fund Deferred Pension Payments as of the First Amendment Effective Date* Deferred Interest as of the First Amendment Effective Date* Pension Interest Rate TEAMSTER LOCAL 639 EMPLOYER’S PENSION TRUST $0 $0 N/A TEAMSTER LOCAL 641 PENSION FUND $1,396,075.77 $0 0.25% plus 10% TEAMSTERS PENSION TRUST FUND OF PHILADELPHIA AND VICINITY $954,939.18 $0 0.25% plus 7.5% TRUCKING EMPLOYEES OF NORTH JERSEY WELFARE FUND INC. – Mitsubishi UFJ, Ltd. PENSION FUND $286,000,000.00 239,692.45 $286,000,000.00 The Royal Bank of Scotland plc 0 0.25% plus 10% WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST $286,000,000.00 7,099,776.11 $266,000,000.00 Australia and New Zealand Banking Group Limited 0 7% WESTERN CONFERENCE OF TEAMSTERS SUPPLEMENTAL BENEFIT TRUST FUND $176,000,000.00 606,782.99 $176,000,000.00 Xxxxxxx Xxxxx Bank USA 0 7% WESTERN PENNSYLVANIATEAMSTERS AND EMPLOYERS PENSION FUND $176,000,000.00 0 $176,000,000.00 Royal Bank of Canada 0 N/A Total $176,000,000.00 75,121,649.40 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)0

N WITNESS WHEREOF. the parties hereto have caused executed this Agreement to be executed by their respective officers or representatives thereunto duly authorized, Lease as of the date day and year first above written. CATERPILLAR INCLANDLORD: DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership By:Duke Realty Corporation, its general partner By: /s/ Cxxxxxx X. Podell_____ Cxxxxxx X. Xxxxxx Senior Vice President Indiana STATE OF _____Indiana______ ) ) SS: COUNTY OF __Hamilton______ ) Before me, a Notary Public in and for said County and State, personally appeared Cxxxxxx X. Xxxxxx, by me known to be the Senior Vice President, Indiana of Duke Realty Limited Partnership, by Duke Realty Corporation, its general partner, an Indiana corporation, who acknowledged the execution of the foregoing "Office Lease" on behalf of said limited partnership. By Name: Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Name: Xxxxx X. Xxxxxxxx Title: Director CATERPILLAR FINANCE CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Director CITIBANKWITNESS my hand and Notarial Seal this _6__ day of _____May_____, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No2014. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [__/s/ Hope Dae Sun Walter________] [__ Notary Public ____ Hope Dae Sun Walter________] [_ (Printed Signature) My Commission Expires: ___Aug. 30, 2014______ My County of Residence: ______Marion________ TENANT: INTERACTIVE INTELLIGENCE GROUP, INC., an Indiana corporation By:_____/s/ Sxxxxxx X. Head ______ Printed:____Stephen R. Head______ Title:____CFO________] Attention___ STATE OF ___Indiana_____) ) SS: [COUNTY OF __Marion______) Before me, a Notary Public in and for said County and State, personally appeared ______Stephen R. Head________] Phone: [_, by me known to be the ___CFO__ of Interactive Intelligence Group, Inc., an Indiana corporation, who acknowledged the execution of the foregoing "Office Lease" on behalf of said corporation. WITNESS my hand and Notarial Seal this _6__ day of _____May______, 2014. __/s/ Kxxxxxxx X. Hays_______ Notary Public __Kimberly A. Hays________] Fax__ (Printed Signature) My Commission Expires: [_____February 14, 2019________] Eurocurrency Lending Office_ My County of Residence: [________] [Hamilton ________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)

N WITNESS WHEREOF. the parties hereto have caused executed this Agreement to be executed by their respective officers or representatives thereunto duly authorized, as of the date first above written. CATERPILLAR INCBORROWER: FIRST HUNTINGDON FINANCE CORP. By By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President, Treasurer and Chief Financial Officer COMPANY: TOLL BROTHERS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President, Treasurer and Chief Financial Officer CITIBANK N.A., as Administrative Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President CITIBANK N.A., as an Issuing Bank and a Lender: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Deutsche Bank AG New York Branch, as an Issuing Bank and a Lender: By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Name: Xxxxx X. Xxxxxxxx Xxxxxxxxx Title: Director CATERPILLAR FINANCE CORPORATION By The Royal Bank of Scotland, as an Issuing Bank and a Lender: By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxx X. Xxxxxxxx Xxxxxxx XxXxxxxx Title: Director CITIBANKSunTrust, as an Issuing Bank and a Lender: By: /s/ W. Xxxx Xxxxxxx Name: W. Xxxx Xxxxxxx Title: Senior Vice President PNC Bank National Association, as an Issuing Bank and a Lender: By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Capital One, N.A., as Agent By an Issuing Bank and a Lender: By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: CITIBANK INTERNATIONAL PLCSenior Vice President Bank of Montreal, as Local Currency Agent By an Issuing Bank and a Lender: By: /s/ Xxxxx Xxxxxx Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx PhoneTitle: (000) 000-0000 FaxDirector Sumitomo Mitsui Banking Corporation, as an Issuing Bank and a Lender: (000) 000-0000 Eurocurrency Lending OfficeBy: Citibank/s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: General Manager Xxxxx Fargo Bank N.A., N.A. 0000 as an Issuing Bank and a Lender: By: /s/ Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 AttentionXxxxxxx Name: Xxxxx Xxxxxx PhoneXxxxxxx Title: (000) 000-0000 FaxManaging Director 83 Comerica Bank, as an Issuing Bank and a Lender: (000) 000-0000 [BANK] By By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Domestic Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Vice President US Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentariaas an Issuing Bank and a Lender: By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President California Bank & Trust, S.A.a California banking corporation, New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC as an Issuing Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 a Lender: By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President PRICING SCHEDULE Level I Level II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level III Level IV Level V If the long-term seniorRating BBB+/Baal or higher BBB/Baa2 BBB-/Baa3 BB+/Ba1 BB/Ba2 or lower Leverage Ratio <.50x. > .50x<.75x >.75x<1.25x >1.25x<1.50x >1.50x Applicable Margin for Eurodollar Rate, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s Federal Funds/Euro Rate and Moody’s Commitment LC Fee Rate 0.0502.25 % 0.0602.50 % 0.0702.75 % 0.1003.00 % 0.1503.25 % CDS Floor 0.150Undrawn Fee for Revolving Credit Facility 0.375 % 0.2000.50 % 0.2500.625 % 0.5000.75 % 0.7500.875 % CDS Cap 0.750Applicable Margin for ABR Advances 1.25 % 0.8751.50 % 1.0001.75 % 1.2502.00 % 1.500% SCHEDULE 4.01(h)2.25 For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

N WITNESS WHEREOF. the parties hereto have caused this Agreement to be duly executed by their respective officers or representatives thereunto duly authorized, authorized as of the date day and year first above written. CATERPILLAR ATLANTIC AVIATION FBO INC. By NameBy: /s/ Xxxxx X. Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Name: Xxxxx X. Xxxxxxxx Xxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Chief Executive Officer AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT Acknowledged by: DEPFA BANK plc, as Administrative Agent By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxxxxxx Xxxx Title: Director CATERPILLAR FINANCE CORPORATION By By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Director AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT DEPFA BANK plc, as Term Loan Lender By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxxxxxx Xxxx Title: Director CITIBANK, N.A., as Agent By By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: Managing Director AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT THE GOVERNOR AND COMPANY OF THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.IRELAND, as Japan Local Currency Agent By Term Loan Lender By: /s/ Xxxxx St. Xxxx [Illegible] Name: Xxxxx St. Xxxx [Illegible] Title: Banks CITIBANK, N.A. By Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building NoManager AMENDMENT NO. 3 New CastleTO ATLANTIC AVIATION LOAN AGREEMENT DEKA BANK DEUTSCHE GIROZENTRALE, Delaware 19720 Attentionas Term Loan Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxxxx PhoneXxxx Title: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building NoExecutive Director AMENDMENT NO. 3 New CastleTO ATLANTIC AVIATION LOAN AGREEMENT WESTLB AG, Delaware 19720 AttentionNEW YORK BRANCH as Term Loan Lender By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxx PhoneXxxxxxxxxx Title: (000) 000-0000 FaxDirector By: (000) 000-0000 [BANK] By /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Domestic Lending OfficeAssociate Director AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT DEPFA BANK plc, as Capex Loan Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Director AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Capex Loan Lender By: /s/ Xxxxx St. Xxxx [Illegible] Name: Xxxxx St. Xxxx [Illegible] Title: Director By: /s/ Xxxxxxx Roucke Name: Xxxxxxx Roucke Title: Manager AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT DEKA BANK DEUTSCHE GIROZENTRALE, as Capex Loan Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxx By: /s/ Xxxxxx Xxxxxxxxxx AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT DEPFA BANK plc, as Revolving Loan Lender and Issuing Bank By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Director AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT ATTACHMENT 1 SUPPLEMENTAL DISCLOSURE SCHEDULES (See attached) AMENDMENT NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT EXHIBIT A FORM OF INVESTOR CONTRIBUTION AGREEMENT (See attached) Exh. A - 1 MACQUARIE FBO HOLDINGS LLC November [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS ], 2007 DEPFA BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSCplc, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)Administrative Agent

N WITNESS WHEREOF. the parties hereto Depositor, the Trustee, the Seller, the Credit Risk Manager, the Special Collections Servicer and the Servicer have caused this Agreement their names to be executed signed hereto by their respective officers or representatives thereunto duly authorized, authorized as of the date day and year first above written. CATERPILLAR INC. By Name: Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Name: Xxxxx X. Xxxxxxxx Title: Director CATERPILLAR FINANCE CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Director CITIBANK, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTDCREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Japan Local Currency Agent By NameDepositor By: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 _/s/ Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [Steele________] [_______ Name: Xxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By: _/s/ Xxxxx Warren________] [_____ Name: Xxxxx Xxxxxx Title: Vice President DLJ MORTGAGE CAPITAL, INC., as Seller By: _/s/ Xxx Kuo________] Attention: [________] Phone___ Name: [Xxx Xxx Title: Vice President SELECT PORTFOLIO SERVICING, INC., as Servicer By:_/s/ Xxx Stevenson________] Fax________ Name: [Xxx Xxxxxxxxx Title: EVP SELECT PORTFOLIO SERVICING, INC., as Special Collections Servicer By:_/s/ Xxx Stevenson________] Eurocurrency Lending Office________ Name: [Xxx Xxxxxxxxx Title: EVP XXXXXXX FIXED INCOME SERVICES INC., as Credit Risk Manager By:_/s/ Xxxxx X. Kanouff________] [_______ Name: Xxxxx X. Xxxxxxx Title: President and General Counsel Solely for purposes of Section 3.18, accepted and agreed to by: LASALLE BANK NATIONAL ASSOCIATION as Custodian By: _/s/ Xxxxxx X. Sajdak________] [_______ Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXX FARGO BANK, N.A. as Custodian By: _/s/ Leigh Taylor________] Attention: [________] Phone_ Name: [________] FaxXxxxx Xxxxxx Title: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT CitibankVice President STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK On this 26 day of April 2007, N.A. $363,000,000.00 $338,500,000.00 Bank before me, personally appeared Xxxxx Xxxxxx known to me to be a Vice President of AmericaCredit Suisse First Boston Mortgage Securities Corp., N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bankone of the corporations that executed the within instrument, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank and also known to me to be the person who executed it on behalf of Tokyo – Mitsubishi UFJsaid corporation, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If acknowledged to me that such corporation executed the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)within instrument.