Caterpillar Inc .: File Form 10-Q FQE 30 -40-



“Euro Currency Rate Reserve Percentage” means, for any date: d. in the case of a revolving credit advance, the percentage (expressed in decimals) that is in effect on that date, as prescribed by the Board of Governors of the Federal Reserve System to determine the maximum reserve requirement (including , not limited to any emergency, additional, or other marginal reserve requirement) for a Federal Reserve System member bank in New York with deposits greater than $ 5 billion on euro liabilities with a term equal to the applicable interest period (or in respect of any other category of commitments which includes deposits by reference to which the interest rate on interest rate advances in euros is determined or any category of credit extensions or (other assets which includes loans by a non-US office of a bank to US residents); or a. in the case of an advance in local currency, this percentage (expressed as a decimal number (or an amount expressed as a decimal percentage)) calculated by the agent in local currency (in consultation with borrowers) of the cost of banks in local currency complying with the Bank of England’s reserve requirements, theFinancial Conduct


Prudential Regulatory Authority and / or Authority, the European Central Bank or any other applicable Government Authority.

“Fault Events” has the meaning specified in section 6.01.

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

“Existing Credit Agreement” means that certain amended and restated Credit Agreements (three-year facility), dated September 10, 2015, entered into between Caterpillar, CIF, CFSC and CFKK, as borrowers hereunder. here, certain financial institutions which are parties to it, MUFG, Japan Local Currency Agent, Citibank Europe plc, UK Branch, as Agent in local currency, and Citibank, as agent of these financial institutions, as amended from time to time before the date hereof.

“Extended Termination Date” has the meaning specified in Section 2.16 (c). “Extension Confirmation Date” has the meaning specified in Section 2.16 (b). “Extension Confirmation Notice” has the meaning specified in Section 2.16 (b). “Extension request” has the meaning specified in section 2.16 (a).

“Installation termination date” means the earliest between (i) the current termination date then in effect and (ii) the termination date of all commitments in accordance with section 2.05 (a) or 6.01 .

“FATCA” means Articles 1471 to 1474 of the Code, on the date of this Agreement (or of any modified or replacement version which is substantially comparable and not materially more onerous to comply with), any current or future regulations or any official interpretation thereof. here and any agreement concluded under Article 1471 (b) (1) of the Code.

“Fed Funds Rate” means, for any period, an interest rate fluctuating annually equal for each day during that period to the weighted average of the rates on overnight Fed Funds transactions with Members of the System. Federal Reserve Bank, as published for that day (or, if that day is not a business day, for the next business day) by the Federal Reserve Bank of New York.

“Five-year contract” is defined in the definition of “Other credit agreements”.

“Floor” means the benchmark floor rate, if any, initially provided for in this Agreement (effective upon execution of this Agreement, modification, amendment or renewal of this Agreement or otherwise) with respect to to the Initial Benchmark Index for each Agreed Currency provided for below. The floor is equal to 0% for all currencies agreed on the date hereof.

“Government authority” means any federal, state, municipal, national or other government, government department, commission, council, office, tribunal, agency or instrument or political subdivision thereof or any entity, agent or examiner exercising


executive, legislative, judicial, regulatory or administrative functions of or relating to any government or tribunal, in each case, whether associated with a state of the United States, the United States or a foreign entity or government (including any supranational body such as the European Union or the European Central Bank).

“Information Memorandum” means the Confidential Information Memorandum dated July 2021 in the form approved by the Borrowers with respect to the Borrowers and their Subsidiaries which, at the request of the Borrowers and on their behalf, has been prepared in connection with the transactions contemplated by this Agreement, as amended in accordance with Addendum No. 1, and distributed by the Arranger to selected financial institutions prior to the date of this Agreement.

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

“Interest expense” means, for any determination period, all interest (without duplication), whether paid in cash or accrued as a liability, attributable to the consolidated debt of CFSC (including interest charged on any capital lease from CFSC or its subsidiaries) in accordance with generally accepted accounting principles.

“Interest Period” means, for each Advance, other than an RFR Advance, comprising a part of the same Loan, the period beginning on the date of this Advance, or the date of the Conversion, continuation or Redenomination. , as the case may be, of this Advance, and ending on the last day of the period chosen by a Borrower in accordance with the provisions below. The duration of each of these interest periods will be (a) in the case of a base rate advance or a base rate advance in Japan, 30 days, (b) in the case of an advance rate in euros in euros, 1, 3 or 6 months and (c) in the case of any other Advance on Eurocurrency Rates, 1, 3 or 6 months, in each case that a Borrower may select, in the Notice of ‘Loan requesting such an Advance; provided, however, that: ii. the duration of any Interest Period that would otherwise end after the Revolving Credit Termination Date will end on the Revolving Credit Termination Date; iii. Interest Periods starting on the same date for Advances forming part of the same Loan will be of the same duration; and iv. whenever the last day of an Interest Period occurs on a day other than a Business Day, the last day of that Interest Period will be extended to occur on the next Business Day, provided, in the case of an Interest Period for a Eurocurrency Interest Rate Advance, that if such an extension were to result in the last day of this interest period during the following calendar month, the last day of this interest period would occur on the following business day.

“Interpolated Rate” means, at any time, with respect to any Advance of Rate in euros denominated in any Agreed Currency and for any Interest Period, the annual rate determined by the Agent (the determination of which will be conclusive and binding in absence of obvious error) equal to the rate that results from interpolating on a linear basis between: (a) the screen rate for the longest period (for which this screen rate is available for the


Agreed Currency) that is shorter than the Interest Period and (b) the Screen Rate for the shorter period (for which that Screen Rate is available for the applicable Agreed Currency) that exceeds the Interest Period. interest, these rates being determined on the days and times set in the definition of the Eurocurrency Base Rate.

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

“Japan Base Rate Advance” means an advance in local currency in Japan which bears interest in accordance with Section 2.07 (a).

“Local Currency of Japan Rider” means the local currency rider dated the date hereof between CFKK, CFSC, the local currency banks of Japan named therein, the Local Currency Agent of Japan and the Agent, primarily in the form of Exhibit G-2.

“Advance in local currency of Japan” means any advance in Japanese yen made to CFKK in accordance with sections 2.03C and 2.03D and the addendum in local currency in Japan.

“Local Currency Agent in Japan” means MUFG, as agent under the Local Currency Rider in Japan, or any substitute agent under the Local Currency Rider in Japan.

“Local Currency Bank of Japan” means each bank (or any subsidiary, branch or agency thereof) party to the Addendum in the local currency of Japan. In the event that an agency, branch or subsidiary of a bank is a party to the local currency addendum of Japan, such agency, branch or subsidiary shall, to the extent of any extended engagement and advance made by her, all the rights of this Bank below; provided, however, that, unless expressly provided otherwise herein, this Bank will continue, to the exclusion of this agency or Affiliate, to have all the voting and consensual rights conferred on it by the terms hereof.

“Local currency loan in Japan” means a loan consisting of advances in local currency in Japan made simultaneously to CFKK by each of the banks in local currency in Japan in accordance with Sections 2.03C and 2.03D and the Addendum in local currency to Japan.

“Commitment in local currency of Japan” has the meaning specified in section 2.03C (a).

“Japanese Yen” means the legal tender of Japan.

“Joint Commission Letter” means the joint commission letter, dated July 20, 2021, between the Borrowers, Citibank, Bank of America, JPMorgan and certain of the Arrangers.

“JPMorgan” stands for JPMorgan Chase Bank, NA

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


“LIBOR” means USD LIBOR, EURIBOR and any other Eurocurrency rates in effect from time to time for an agreed currency not covered by the foregoing and not corresponding to an RFR.

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November 03, 2021 18:02 ET (22:02 GMT)


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