WITNESS WHEREOF the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” BGO Industrial Real Estate Income Trust, Inc. By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO PARTICIPATING DEALER AGREEMENT WITH [ ] NAME OF ISSUER: BGO Industrial Real Estate Income Trust, Inc. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Participating Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager or its agent deposits funds erroneously into Dealer’s account, the Dealer Manager or its agent is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date: EXHIBIT A TO FORM OF PARTICIPATING DEALER AGREEMENT Dealer Manager Agreement EXHIBIT B TO FORM OF PARTICIPATING DEALER AGREEMENT Electronic Signature Use Indemnity Agreement Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section XXI hereof). In consideration of the Company allowing Dealer and its clients to execute certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager Parties, each of their affiliates and each of their and their affiliates’ officers, directors, trustees, agents and employees, in whatever capacity they may act, from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Dealer’s representations or covenants set forth in Section XXI hereof or the representations described below. The Dealer represents that it will comply with all applicable terms of Electronic Signature Law as outlined in Section XXI hereof. Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Dealer’s client given with such client’s prior authorization and consent. Dealer represents that the Company may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Dealer’s client received all disclosures required by applicable Electronic Signature Law. Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Company.
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)
