Common use of Effect of Headings Clause in Contracts

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- MACQUARIE INFRASTRUCTURE COMPANY LLC By /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Chief Executive Officer MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC. By /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: President By /s/ Axxx Xxxxxxx Xxxx Name: Axxx Xxxxxxx Xxxx Title: Vice President The undersigned acknowledge that Investments in Macquarie Infrastructure Company LLC are not deposits with or other liabilities of Macquarie Bank Limited or of any Macquarie Group company and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited nor any other member company of the Macquarie Group guarantees the performance of Macquarie Infrastructure Company LLC or the repayment of capital from Macquarie Infrastructure Company LLC. CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: [Agent] /s/ Lxxx Xxxxxx Lxxx Xxxxxx, Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: ------------------------------------- Name: Title: /s/ [ILLEGIBLE] Authorized Signatory MXXXXXX LXXXX & CO. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: [Agent] MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: ------------------------------------- Name/s/ Bxxxx Xxxxxx Authorized Signatory MACQUARIE SECURITIES (USA) INC. By: Title/s/ Lxxx Xxxxxxxx Lxxx Xxxxxxxx President, Co-CEO By: Exhibit /s/ Mxxxxxxx Xxxxxxxxx Mxxxxxxx Xxxxxxxxx Senior Vice President For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION hereto. SCHEDULE A Underwriters Number of Initial Name of Underwriters Securities Citigroup Global Markets Inc. 1,386,000 Credit Suisse Securities (a Delaware corporationUSA) Debt LLC 1,386,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 1,386,000 Macquarie Securities TERMS AGREEMENT Dated:___________(USA) Inc. 1,197,000 A.X. Xxxxxxx & Sons, ____ To: Caterpillar Inc. 315,000 Jxxxxxxxx & Company, Inc. 315,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 315,000 Total 6,300,000 Sch A-1 SCHEDULE B Significant Subsidiaries Macquarie Infrastructure Company Inc. Macquarie District Energy Holdings LLC Macquarie FBO Holdings LLC Atlantic Aviation FBO, Inc. Atlantic Aviation Corporation Eagle Aviation Resources, Ltd. Trajen Holdings, Inc. Macquarie Americas Parking Corporation Macquarie Gas Holdings LLC The Gas Company LLC Macquarie Terminal Holdings LLC SCHEDULE C Financial Services Entities Auditor’s Standard of Independence with respect to Financial Entity Auditor the related Financial Entity Macquarie Infrastructure Company Trust KPMG LLP Registered public accounting firm under the 1933 Act and the Rules and Regulations (“RPAF”) IMTT Holdings Inc. (formerly known as Loving Enterprises, Inc.) KPMG LLP RPAF The Gas Company KPMG LLP RPAF Loving Enterprises, Inc. (currently known as IMTT Holdings Inc.) Ernst & Young LLP RPAF The Gas Company Deloitte & Touche LLP Generally Accepted Auditing Standards (GAAS) SJJC Aviation Services, LLC McGladrey & Pxxxxx, LLP RPAF SCHEDULE D All Subsidiaries Macquarie Infrastructure Company Inc. Macquarie Yorkshire LLC Communications Infrastructure LLC South East Water LLC Macquarie FBO Holdings LLC MIC European Financing Sarl Macquarie District Energy Holdings LLC Macquarie Americas Parking Corporation 2120 West End Avenue NashvilleAtlantic Aviation FBO, Tennessee 37023Inc. Eagle Aviation Resources, Ltd. Macquarie Gas Holdings LLC Macquarie Terminal Holdings LLC Futura Natural Gas LLC Macquarie District Energy Inc. Macquarie Airports North America Inc. Macquarie Aviation North America Inc. Macquarie Aviation North America 2 Inc. Trajen Holdings, Inc. Parking Company of America Airports Holdings, LLC PCAA Parent, LLC RCL Properties, LLC PCAA Properties, LLC PCAA Oakland, LLC (fka PCAA Chicago Holdings, LLC) Parking Company of America Airports, LLC PCAA GP, LLC PCAA LP, LLC PCA Airports, Ltd. Parking Company of America Airports Phoenix, LLC PCAA Chicago, LLC Airport Parking Management Inc. PCAA Missouri, LLC PCAA SP, LLC PCAA SP-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationOK, a Delaware corporation LLC Seacoast Holdings (the "Company"PCAAH), proposes to issue Inc. Macquarie HGC Investment LLC HGC Investment Corporation HGC Holdings LLC The Gas Company LLC Thermal Chicago Corporation MDE Thermal Technologies Inc. Northwind Chicago LLC ETT National Power, Inc. Northwind Midway LLC ETT Nevada, Inc. Northwind Aladdin LLC ILG Avcenter, Inc. BTV Avcenter, Inc. Atlantic Aviation Holding Corporation Atlantic Aviation Corporation Atlantic Aviation Flight Support, Inc. Bridgeport Airport Services, Inc Atlantic Aviation Philadelphia, Inc. COAI Holdings, LLC Charter Oak Aviation, Inc. BASI Holdings, LLC Bxxxxxxx Airport Services, Inc AAC Subsidiary, LLC Executive Air Support, Inc Flightways of Long Island Inc. d/b/a Million Air FLI Subsidiary, LLC General Aviation, LLC General Aviation of New Orleans, LLC General Aviation Holdings LLC Newport FBO Two, LLC Palm Springs FBO Two, LLC Trajen Funding, Inc. Trajen Limited, LLC Trajen FBO, LLC Trajen Flight Support, LP Waukesha Flying Services, Inc. Sierra Aviation, Inc. Atlantic SMO Holdings LLC Atlantic SMO GP LLC ProAir Aviation Maintenance, LLC (merger of CPR Maintenance LLC and sell $ aggregate principal amount DVT Maintenance LLC) Supermarine of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference hereinSxxxxxx LLC Aviation Contract Services, we [the underwriters named below (the "Underwriters")] offer to purchaseInc. Supermarine Investors, [severally and not jointly]Inc. Supermarine of Santa Mxxxxx, the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:LP SCHEDULE E Macquarie Infrastructure Company LLC 6,300,000 Limited Liability Company Interests

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives and the Company parties hereto in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES COLFAX CORPORATION By: ---------------------------------------- By /s/ C. Xxxxx Xxxxxxx Name: C. Xxxxx Xxxxxxx Title: Senior Vice President, Chief Financial Officer & Treasurer Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: [Agent] /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: ------------------------------------- /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Underwriting Agreement BDT CAPITAL PARTNERS FUND I, L.P. BDT CAPITAL PARTNERS FUND I-A, L.P. BDT CAPITAL PARTNERS ANNEX FUND I, L.P. BDT CAPITAL PARTNERS ANNEX FUND I-A, L.P. BDTCP INVESTMENTS I, LLC By: [Agent] By: ------------------------------------- /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Exhibit Vice President and Secretary Underwriting Agreement Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the The purchase price set forth belowper share for the Firm Shares to be paid by the Underwriters shall be $42.7234. Principal Amount Name of Underwriter Number of Underwritten Firm Shares Deutsche Bank Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Inc. 4,500,000 Citigroup Global Markets Inc. 1,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,500,000 Barclays Capital Inc. 500,000 Credit Suisse Securities shall have the following terms:(USA) LLC 500,000 HSBC Securities (USA) Inc. 500,000 KeyBanc Capital Markets Inc. 500,000 UBS Securities LLC 500,000 Sch. A Schedule B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between Xxxxxxx Xxxxx, the Representatives Company and the Company Operating Partnership in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES BEACON PROPERTIES CORPORATION By: ---------------------------------------- ------------------------------- Name: Title: BEACON PROPERTIES, L.P. By: Beacon Properties Corporation (its general partner) By: --------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] By: ------------------------------------- ----------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Authorized Signatory Exhibit A CATERPILLAR FINANCIAL SERVICES BEACON PROPERTIES CORPORATION (a Delaware corporationMaryland Corporation) Debt Securities TERMS AGREEMENT Dated:___________, _______ TERMS AGREEMENT ---------------- To: Caterpillar Financial Services Beacon Properties Corporation 2120 West End Avenue Nashville00 Xxxxx Xxxxx Xxxxxx, Tennessee 37023-0001 Xxxxxxxxxxxxx 00000 Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services We understand that Beacon Properties Corporation, a Delaware Maryland corporation (the "Company"), proposes to issue and sell [____ shares of its common stock, par value $.01 per share (the "Common Stock")] [______ shares of its preferred stock, par value ___________ per share (the "Preferred Stock")] [$ aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt Securities") )] ([such securities also being hereinafter referred to as as] the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount of [[number] [principal] [amount] of] Underwritten Securities [opposite their names set forth below] at the purchase price set forth below [, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased]. [Number] [Principal Amount Amount] Underwriter of [Initial] Underwritten Securities ----------- -------------------------- ------------------------------------ ---------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms: [Common Stock] Title: Number of shares: Number of Option Underwritten Securities: Initial public offering price per share: $ Purchase price per share: $ Listing requirements: Black-out provisions: Lock-up provisions: Other terms and conditions: Closing date and location: [Preferred Stock] Title: Rank: Ratings: Number of shares: Number of Option Underwritten Securities: Dividend rate (or formula) per share: $ Dividend payment dates: Stated value: $ Liquidation preference per share: $ Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Lock-up provisions: Initial public offering price per share: $___ plus accumulated dividends, if any, from _____ Purchase price per share: $___ plus accumulated dividends, if any, from _____ Other terms and conditions: Closing date and location: [Debt Securities] Title: Rank: Ratings: Aggregate principal amount:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES RCS CAPITAL CORPORATION By: ---------------------------------------- /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Chief Executive Officer RCAP HOLDINGS, LLC By: /s/ Nxxxxxxx X. Xxxxxxxx Name: Nxxxxxxx X. Xxxxxxxx Title: Managing Member [RCS Capital Corporation - Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED BARCLAYS CAPITAL INC. By: [Agent] MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: ------------------------------------- /s/ Kxxxxx Xxxxxx Name: Kxxxxx Xxxxxx Title: Managing Director By: [Agent] BARCLAYS CAPITAL INC. By: ------------------------------------- /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Exhibit Vice President For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. [RCS Capital Corporation - Underwriting Agreement] SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $20.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.035, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.215 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 6,490,417 Barclays Capital Inc. 6,490,417 Citigroup Global Markets Inc. 1,570,417 JMP Securities LLC 1,570,417 J.X. Xxxxxx Securities LLC 1,570,417 Ladenburg Txxxxxxx & Co. Inc. 1,570,417 BMO Capital Markets Corp. 1,210,417 Realty Capital Securities, LLC 1,210,417 Aegis Capital Corp 277,083 J.X. Xxxxxx & Company, LLC 277,083 Maxim Group LLC 277,083 National Securities Corporation 277,083 Newbridge Securities Corporation 100,000 Northland Securities, Inc. 277,083 RBS Securities Inc. 277,083 Rxxxxx X. Xxxxx & Co. Incorporated 277,083 Mitsubishi UFJ Securities (USA), Inc. 277,083 Total ------------------------ [$] ======================== The Underwritten 24,000,000 Sch A SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold RCS Capital Corporation 19,000,000 3,600,000 RCAP Holdings, LLC 5,000,000 0 Total 24,000,000 3,600,000 Sch B

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION BySABRE INDUSTRIES, INC. By Title: ---------------------------------------- Name[CORINTHIAN SC, LLC] By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto (except for ZM Private Equity Fund I, L.P. and ZM Private Equity Fund II, L.P.) ZM PRIVATE EQUITY FUND I, L.P. By Title: ZM PRIVATE EQUITY FUND II, L.P. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $·. The purchase price per share for the Securities to be paid by the several Underwriters shall be $·, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $· per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxx X. Xxxxx & Co. Incorporated Gleacher and Company Securities, Inc. Xxxxxxxxxxx & Co. Inc. Total ------------------------ · SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Sabre Industries, Inc. Corinthian SC, LLC 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxx Xxxxxx ZM Private Equity Fund I, L.P. ZM Private Equity Fund II, L.P. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx [$other selling stockholders] ======================== The Underwritten Securities shall have the following terms:Total SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: GOSSAMER BIO, INC. By Title: [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SVB LEERINK LLC BARCLAYS CAPITAL INC. EVERCORE GROUP L.L.C. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: SVB LEERINK LLC By Authorized Signatory By: [Agent] BARCLAYS CAPITAL INC. By Authorized Signatory By: ------------------------------------- Name: Title: Exhibit EVERCORE GROUP L.L.C. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SVB Leerink LLC Barclays Capital Inc. Evercore Group L.L.C. Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table 32 Draft of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES 6/9/97 BEACON PROPERTIES CORPORATION (a Delaware Maryland corporation) Common Stock, Preferred Stock and Debt Securities TERMS UNDERWRITING AGREEMENT Dated:---------------------- _______ __, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Beacon Properties Corporation, a Maryland corporation (the "Company") proposes to issue and sell up to $600,000,000 aggregate initial public offering price of its shares of common stock, par value $.01 per share (the "Common Stock") or shares of preferred stock, par value $.01 per share (the "Preferred Stock") and Beacon Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell senior or subordinated debt securities (the "Debt Securities"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable amendment to the Articles of Incorporation of the Company (each, a "Designating Amendment") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of _________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "CompanySenior Indenture"), proposes to issue between the Company and sell $ aggregate principal amount of its debt securities __________________, as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of ______________ (such securities also being hereinafter referred to as the "Underwritten SecuritiesSubordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and _________________, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Subject Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:applicable Indenture.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXX XXX HOLDINGS INC. By: ---------------------------------------- /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: CONFIRMED AND ACCEPTED, as of the date first above written: Senior Vice President and Chief Financial Officer CHUBB LIMITED By: [Agent] By: ------------------------------------- /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Executive Vice President, General Counsel and Secretary Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXX XXX HOLDINGS INC. (a Delaware corporation) Debt Securities Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED TERMS AGREEMENT Dated:___________, ____ [●] To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleXXXXX XXX HOLDINGS INC. 000 Xxxxxx Xxxxxx, Tennessee 37023-0001 XX00X Xxxxxxxxxxxx, XX 00000 CHUBB LIMITED Xxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationWe understand that Xxxxx XXX Holdings Inc., a Delaware corporation (the "“Company"”), proposes to issue and sell $ € aggregate principal amount of its [senior] [subordinated] debt securities (the "Securities") (such securities also being hereinafter referred to as the "“Underwritten Securities"”), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Chubb Limited, a Swiss company. Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters underwriter[s] named below (the "Underwriters")“Underwriter[s]”) offer[s] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount of Underwritten Securities opposite [opposite their names its] [their] name[s] set forth below] below at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$€] ======================== The Underwritten Securities shall have the following terms: Title: Rank: Ratings (Xxxxx’x/S&P/Fitch): Aggregate principal amount: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: Conversion or exchange provisions: Guarantee Provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering If Fixed Price Offering, initial public offering price: % of the principal amount, plus accrued interest [amortized original issue discount], if any, from . Purchase price: % of principal amount, plus accrued interest [amortized original issue discount], if any, from . Form: Applicable Time: Other terms and conditions: Closing date and location: Notices: Notice to the Underwriters shall be directed to the Representative(s) c/o: [ ] All of the provisions contained in the document attached as Annex I hereto entitled “XXXXX XXX HOLDINGS INC. (a Delaware corporation) – Senior and Subordinated Debt Securities –Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED – UNDERWRITING AGREEMENT” (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. [Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES U.S.I. HOLDINGS CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT LYONNAIS SECURITIES (USA) INC. XXX-XXXX, XXXXXX INC. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. . Credit Suisse First Boston Corporation Credit Lyonnais Securities (USA) Inc. Xxx-Xxxx, Xxxxxx Inc. Total SCHEDULE B U.S.I. HOLDINGS CORPORATION · Shares of Common Stock (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"Par Value $.01 Per Share), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Company, Restoration Hardware, Home Holdings, LLC and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company, Restoration Hardware, Home Holdings, LLC and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- RESTORATION HARDWARE HOLDINGS, INC. By Name: Title: RESTORATION HARDWARE, INC. By Name: Title: HOME HOLDINGS, LLC By Name: Title: The Selling Stockholders named in Schedule B hereto By Name: As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX, SACHS & CO. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX, SACHS & CO. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $—. The purchase price per share for the Securities to be paid by the several Underwriters shall be $—, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $— per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx, Sachs & Co. Total ------------------------ — SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold RESTORATION HARDWARE HOLDINGS, INC. THE SELLING STOCKHOLDERS HOME HOLDINGS, LLC [$] ======================== The Underwritten Securities shall have the following terms:NAME OF SELLING STOCKHOLDER](a) [NAME OF SELLING STOCKHOLDER](b) Total

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company us a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES TORTOISE ENERGY INFRASTRUCTURE CORPORATION By: ---------------------------------------- Name: Title: TORTOISE CAPITAL ADVISORS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ___________________________________ ToBy: Caterpillar Financial Services Authorized Signatory ______________________________________________ By: Authorized Signatory Each for itself and collectively as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Primary Shares TOTAL SCHEDULE B Tortoise Energy Infrastructure Corporation 2120 West End Avenue Nashville__________ Common Shares 1 The public offering price per share for the Shares, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporationdetermined as provided in said Section 2, a Delaware corporation (shall be $______. 2 The purchase price per share for the "Company")Shares to be paid by the several Underwriters shall be $______, proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions public offering price set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at above less $____ per share; provided that the purchase price set forth belowper share for any Option Shares purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. Principal Amount Underwriter SCHEDULE C Price Per Share = $_____ SCHEDULE D The Investor Guide dated __________ ____ entitled “Add-On Offering of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Common Stock (NYSE: TYG)”

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES GNC CORPORATION By: ---------------------------------------- Name: By Jxxxxx Xxxxxxxxx Title: President and Chief Executive Officer ATTORNEY-IN-FACT By Mxxx X. Xxxxxxxx As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: By: MXXXXXX LXXXX & CO. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By Authorized Signatory LXXXXX BROTHERS INC. By Authorized Signatory UBS SECURITIES LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Initial Securities Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Lxxxxx Brothers Inc. UBS Securities LLC Total Sch A-1 SCHEDULE B Number of Initial Maximum Number of Option Securities to be Sold Securities to Be Sold GNC CORPORATION GNC Investors, LLC Total SCHEDULE C GNC CORPORATION [Agentl] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION Shares of Common Stock (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"Par Value $0.01 Per Share), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION ByPENSKE AUTOMOTIVE GROUP, INC. By Name: ---------------------------------------- Title: PENSKE AUTOMOTIVE HOLDINGS CORP. By Name: Title: INTERNATIONAL MOTOR CARS GROUP II, L.L.C. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory X.X. XXXXXX SECURITIES INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Number of Name of Underwriter Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] X.X. Xxxxxx Securities Inc. [ ] Total [ ] Sch A-1 SCHEDULE B Number of Underwritten Initial Maximum Number of Option Securities ----------- -------------------------- to be Sold Securities to Be Sold PENSKE AUTOMOTIVE HOLDINGS CORP. [ ] [ ] INTERNATIONAL MOTOR CARS GROUP II, L.L.C. [ ] [ ] Total ------------------------ [$[ ] ======================== The Underwritten Securities shall have the following terms:[ ] SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES IPG PHOTONICS CORPORATION By: ---------------------------------------- By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xx. Xxxxxxxx X. Gapontsev Title: Chief Executive Officer XX. XXXXXXXX X. GAPONTSEV /s/ Xxxxxxxx X. Xxxxxxxxx CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxx Xxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $54.30. The purchase price per share for the Securities to be paid by the several Underwriters shall be $51.8565, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $2.4435 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,340,000 Xxxxxxx & Company, LLC 330,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 330,000 Total ------------------------ [$] ======================== The Underwritten 3,000,000 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold IPG Photonics Corporation 2,800,000 450,000 Xx. Xxxxxxxx X. Gapontsev 200,000 0 Total 3,000,000 450,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Adviser in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXX CAPITAL SPECIALTY FINANCE, INC. By: ---------------------------------------- Name: Title: BCSF ADVISORS, LP By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX SACHS & CO. LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC CITIGROUP GLOBAL MARKETS, INC. By: [Agent] XXXXXXX SACHS & CO. LLC By: ------------------------------------- Name: Title: By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: Exhibit By: XXXXXX XXXXXXX & CO. LLC By: Name: Title: By: CITIGROUP GLOBAL MARKETS, INC. By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price (a Delaware corporationset forth above) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation less the sum of an underwriting discount of $[·] per share (representing the "Company"’s responsibility for 50% of the underwriting discount paid by the Underwriters to the Company) and an underwriting discount of $[·] per share paid by the Adviser to the Company (representing the Adviser’s responsibility for 50% of the underwriting discount), proposes subject to issue adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and sell $ aggregate principal amount payable on the Initial Securities but not payable on the Option Securities. Name of its debt securities (the "Underwriter Number of Initial Securities Xxxxxxx Sachs & Co. LLC [·] Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [·] Xxxxxx Xxxxxxx & Co. LLC [·] Citigroup Global Markets, Inc. [·] Credit Suisse Group AG [·] Xxxxx, Xxxxxxxx & Xxxxx, Inc. [·] Xxxxx Fargo Securities") (such securities also being hereinafter referred to as the "Underwritten , LLC [·] Xxxxxx Xxxxxxxxxx Xxxxx LLC [·] JMP Securities LLC [·] Academy Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we Inc. [the underwriters named below (the "Underwriters")·] offer to purchase, Total [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below·] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:SCHEDULE B

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES INLAND REAL ESTATE CORPORATION By: ---------------------------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: ------------------------------------- /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BMO CAPITAL MARKETS CORP. By: [Agent] By: ------------------------------------- /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Exhibit Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $10.60. The purchase price per share for the Securities to be paid by the several Underwriters shall be $10.176, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.424 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,430,000 Xxxxx Fargo Securities, LLC 1,800,000 BMO Capital Markets Corp. 2,250,000 KeyBanc Capital Markets Inc. 1,620,000 PNC Capital Markets LLC 360,000 RBS Securities Inc. 360,000 Lazard Capital Markets LLC 180,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:9,000,000 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXX PACIFIC PROPERTIES, INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chairman and CEO XXXXXX PACIFIC PROPERTIES, L.P. By: ---------------------------------------- Xxxxxx Pacific Properties, Inc., its general partner By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chairman and CEO Signature page to Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] XXXXX FARGO SECURITIES, LLC By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: ------------------------------------- XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $21.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $20.64, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $0.86 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxx Fargo Securities, Inc. 2,227,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,227,500 Barclays Capital Inc. 1,443,750 Xxxxxx Xxxxxxx & Co. LLC 1,443,750 KeyBanc Capital Markets Inc. 907,500 Total ------------------------ [$] ======================== The Underwritten 8,250,000 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold XXXXXX PACIFIC PROPERTIES, INC. 8,250,000 1,237,500 Total 8,250,000 1,237,500 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Operating Partnership in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXXX INDUSTRIAL REALTY, INC. By: ---------------------------------------- /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Co-Chief Executive Officer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Co-Chief Executive Officer XXXXXXX INDUSTRIAL REALTY, L.P. By: Xxxxxxx Industrial Realty, Inc., its sole general partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Co-Chief Executive Officer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Co-Chief Executive Officer [Signature page to Underwriting Agreement.] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: ------------------------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: [Agent] /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXX FARGO SECURITIES, LLC By: ------------------------------------- /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Exhibit Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. [Signature page to Underwriting Agreement.] SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $16.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3600, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.64000 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,000,000 Citigroup Global Markets Inc. 2,000,000 X.X. Xxxxxx Securities LLC 2,000,000 Xxxxx Fargo Securities, LLC 2,000,000 Xxxxxxxxx LLC 1,000,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:10,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- UCBH HOLDINGS, INC. By /s/ Xxxxxx X. Xx Name: Xxxxxx X. Xx Title: Chairman, President and CEO CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] By/s/ Xxxxxx Xxxxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Initial Name of Underwriter Securities Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & Xxxxx Incorporated 114,750 Sandler X’Xxxxx & Partners, L.P. 20,250 Total 135,000 Sch A-1 SCHEDULE B UCBH HOLDINGS, INC. 8.50% Non-Cumulative Perpetual Convertible Series B Preferred Stock FINAL TERM SHEET Dated June 5, 2008 Issuer: ------------------------------------- NameUCBH Holdings, Inc. Security: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 370238.50% Non-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation Cumulative Perpetual Convertible Series B Preferred Stock (the "Company")“Preferred Stock”) Number of Shares Issued: 135,000 Shares of Preferred Stock Option to Purchase Additional Shares: 20,250 Shares of Preferred Stock Liquidation Preference: $1,000 per share of Preferred Stock or $135,000,000 aggregate liquidation preference ($155,250,000 if the Underwriters’ option to purchase additional shares is exercised in full) Maturity: Perpetual Dividend Rate: 8.50% on the per share liquidation preference of $1,000, proposes to issue on a non-cumulative basis Dividend Payment Dates: Quarterly in arrears, when, as and sell $ aggregate principal amount if declared by the Issuer’s board of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms directors on each March 15, June 15, September 15 and conditions set forth or incorporated by reference hereinDecember 15 of each year, we [the underwriters named below (the "Underwriters")] offer to purchasebeginning September 15, [severally and not jointly]2008 Day Count: 30/360 NASDAQ Global Select Last Reported Sale Price of Issuer’s common stock $3.85 on June 5, the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:2008

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- SOUTHERN FIRST BANCSHARES, INC. By /s/R. Xxxxxx Xxxxxx, Xx. Name: R. Xxxxxx Xxxxxx Xx. Title: Chief Executive Officer SOUTHERN FIRST BANK, N.A. By /s/R. Xxxxxx Xxxxxx, Xx. Name: R. Xxxxxx Xxxxxx Xx. Title: Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary for Financial Stability CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X’XXXXX & PARTNERS, L.P. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- /s/Xxxxxxx X. Xxxxx Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: /s/Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit An Officer of the Corporation For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The purchase price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $890.4400, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowin Schedule B less $13.5600 per share. Principal Amount Name of Underwriter Number of Underwritten Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 8,000 Sandler X’Xxxxx & Partners, L.P 8,000 Great Pacific Fixed Income Securities, Inc 433 Loop Capital Markets LLC 433 Xxxxxx X. Xxxxxxx & Company, Inc 433 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:17,299 Sch A SCHEDULE B

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives Xxxxxxx Xxxxx and the Company Offerors in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION TELEPHONE AND DATA SYSTEMS, INC. By:___________________________________ Title: Authorized Officer TDS CAPITAL I TDS CAPITAL II TDS CAPITAL III By: ---------------------------------------- Name: Telephone and Data Systems, Inc. as Sponsor By:___________________________________ Title: Authorized Officer CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, _______________________ ToTitle: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleAuthorized Officer Exhibit A TELEPHONE AND DATA SYSTEMS, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationINC. (an Iowa corporation) TDS CAPITAL I TDS CAPITAL II TDS CAPITAL III (each, a Delaware business trust) TRUST PREFERRED SECURITIES TERMS AGREEMENT To: Telephone and Data Systems, Inc. 00 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Ladies and Gentlemen: We understand that TDS Capital __, a Delaware business trust (the "Trust"), and Telephone and Data Systems, Inc., an Iowa corporation (the "Company" and, together with the Trust, the "Offerors"), proposes propose to issue and sell $ aggregate principal amount [ ] of its debt securities Preferred Securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Offered Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount number of Underwritten Offered Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Number Underwriter of Underwritten Of Offered Securities ----------- -------------------------- --------------------- --------------------- Total ------------------------ [$] ======================== $ --------------------- --------------------- The Underwritten Offered Securities shall have the following terms:: Title: Ratings: Liquidation Preference: Distribution rate or formula: Distribution payment dates: Regular record dates: Stated maturity date: Redemption provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering Purchase price per security: ___% of principal amount, plus accrued Dividends, if any, from _________________. Form: Other terms and conditions: [Include terms of the Company's Subordinated Debentures to be issued to the Trust in exchange for the proceeds received by the Trust in the offering of the Offered Securities.] QIU Issues: [State whether the fees and expenses of any Underwriter acting in the capacity of a "qualified independent underwriter" (as defined in Section 2(1) of Schedule E of the bylaws of the NASD), if applicable, are to be paid by the Company] Closing date and location: All of the provisions contained in the document attached as Annex I hereto entitled "TELEPHONE AND DATA SYSTEMS, INC.--Trust Preferred Securities-- Underwriting Agreement" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than ____ o'clock P.M. (New York City time) on ______________ by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: --------------------------- Authorized Signatory [Acting on behalf of itself and the other named Underwriters.] Accepted: TELEPHONE AND DATA SYSTEMS, INC. By: ------------------------------- Name: Title: TDS CAPITAL ------ By: Telephone and Data Systems, Inc. By: -------------------------------- Name: Title: SCHEDULE A to Terms Agreement Preferred Securities Commission -------------------- ---------- Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated [others] --------------------- -------------------

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Dutch Parties and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION Dutch Bros Inc. By /s/ Xxxxxxxxx Xxxxxx Title: Chief Executive Officer Dutch Mafia, LLC By /s/ Xxxxxxxxx Xxxxxx Title: Chief Executive Officer Very truly yours, DG Coinvestor Blocker Aggregator, L.P. By: ---------------------------------------- /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person Dutch Holdings, LLC By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person TSG7 A AIV VI, L.P. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person TSG7 A AIV VI Holdings-A, L.P. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxx Xxxxxxx & Co. LLC By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Xxxxxx Xxxxxxx & Co. LLC By /s/ Xxxx Xxxxxx Authorized Signatory For itself and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $34.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $33.875, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $0.125 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Number of Option Securities Xxxxxx Xxxxxxx & Co. LLC 8,000,000 1,200,000 Total ------------------------ [$] ======================== The Underwritten 8,000,000 1,200,000 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold Dutch Holdings, LLC 5,664,343 849,651 TSG7 A AIV VI, L.P. 324,735 48,711 TSG7 A AIV VI Holdings-A, L.P. 1,551,187 232,678 DG Coinvestor Blocker Aggregator, L.P. 459,735 68,960 Total 8,000,000 1,200,000 Sch B SCHEDULE C Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION SPRINGLEAF HOLDINGS, INC. By: ---------------------------------------- Name: /s/ Minchung (Xxxxxxx) Kgil Title: Executive Vice President and Chief Financial Officer SPRINGLEAF FINANCIAL HOLDINGS, LLC, AS SELLING STOCKHOLDER By: /s/ Xxxxxx Xxxxxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: [Agent] /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, SACHS & CO. By: ------------------------------------- /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director BARCLAYS CAPITAL INC. By: [Agent] /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: ------------------------------------- /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Exhibit Vice Chairman For themselves and as Representatives of the several other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $51.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $50.34125, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.15875 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Citigroup Global Markets Inc. 5,921,211 Xxxxxxx, Xxxxx & Co. 5,921,211 Barclays Capital Inc. 5,921,211 Credit Suisse Securities (USA) LLC 5,921,211 Natixis Securities Americas LLC 1,393,227 RBC Capital Markets, LLC 1,393,227 Xxxxx Fargo Securities, LLC 1,393,227 Total ------------------------ [$] ======================== The Underwritten 27,864,525 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to be Sold Issuer Springleaf Holdings, Inc. 19,417,476 0 Selling Stockholder Springleaf Financial Holdings, LLC 8,447,049 4,179,678 Total 27,864,525 4,179,678 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES NORANDA ALUMINUM HOLDING CORPORATION By: ---------------------------------------- Name: TitleBY: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX, SACHS & CO. UBS SECURITIES LLC By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Authorized Signatory By: XXXXXX XXXXXXX & CO. INCORPORATED By: Name: Title: By: [Agent] CREDIT SUISSE SECURITIES (USA) LLC By: ------------------------------------- Name: Title: Exhibit By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: By: XXXXXXX, SACHS & CO. By: (Xxxxxxx, Xxxxx & Co.) By: UBS SECURITIES LLC By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Total ------------------------ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ —] Xxxxxx Xxxxxxx & Co. Incorporated [ —] Citigroup Global Markets Inc. [ —] Credit Suisse Securities (USA) LLC [ —] Xxxxxxx, Sachs & Co. [ —] UBS Securities LLC [ —] Barclays Capital Inc. [ —] Moelis & Company LLC [ —] SCHEDULE B-1 NORANDA ALUMINUM HOLDING CORPORATION [$—] ======================== The Underwritten Securities shall have the following terms:Shares of Common Stock Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- NV5 GLOBAL, INC. By /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Chairman and CEO CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC.XXXX CAPITAL PARTNERS, LLCMORGAN XXXXXXX & CO. LLCROBERT X. XXXXX & CO. INCORPORATED By: [Agent] BOFA SECURITIES, INC. By /s/ Xxxxx Xxxxxxxxx Authorized Signatory By: ------------------------------------- Name: Title: XXXX CAPITAL PARTNERS, LLC By /s/ Xxxxx X. Xxxxxxxx Authorized Signatory By: [Agent] XXXXXX XXXXXXX & CO. LLC By /s/ Xxxxxxxx Xxxxxxx Authorized Signatory By: ------------------------------------- Name: Title: Exhibit XXXXXX X. XXXXX & CO. INCORPORATED By /s/ Xxxxxx Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $93.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $87.42, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $5.58 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter of Underwritten Number ofInitial Securities ----------- -------------------------- BofA Securities, Inc. 387,098 Xxxx Capital Partners, LLC 387,097 Xxxxxx X. Xxxxx & Co. Incorporated 322,580 Xxxxxx Xxxxxxx & Co. LLC 322,580 CJS Securities, Inc. 48,387 Lake Street Capital Markets, LLC 48,387 Maxim Group LLC 48,387 Xxxxxx & Company, LLC 48,387 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:1,612,903 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company, and the Company Selling Stockholders, in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION INTERCEPT PHARMACEUTICALS, INC. By: ---------------------------------------- /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President and Chief Executive Officer GENEXTRA S.P.A. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer ORBIMED PRIVATE INVESTMENTS IV, LP BY: OrbiMed Capital XX XX LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Member CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory CITIGROUP GLOBAL MARKETS INC. By: ------------------------------------- XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory XXXXXXX SACHS & CO. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Exhibit Authorized Signatory For themselves as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $320.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $306.72, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $13.28 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 243,400 Citigroup Global Markets Inc. 223,300 Xxxxxxx, Sachs & Co. 223,300 Deutsche Bank Securities shall have the following terms:Inc. 70,000 BMO Capital Markets Corp. 70,000 Xxxxxxx & Company, LLC 50,000 Xxxxxxxxxxx & Co. Inc. 50,000 Wedbush Securities Inc. 50,000 JMP Securities LLC 10,000 Summer Street Research Partners 10,000 Total: 1,000,000 Sch A SCHEDULE B Selling Parties Name of Selling Party Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold Company 600,000 - Selling Stockholder Genextra S.p.A. 318,695 119,510 Selling Stockholder OrbiMed Private Investments IV, LP 81,305 30,490 Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FIRST FINANCIAL SERVICES CORPORATION HOLDINGS, INC. By: ---------------------------------------- /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: EVP and Chief Financial Officer FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHARLESTON By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: EVP and Chief Financial Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Investment Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit /s/ Xxxxxxx X. Xxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The purchase price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $860.4073, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowin Schedule B less $13.1027 per share. Principal Amount Name of Underwriter Number of Underwritten Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 60,125 Xxxxxx Xxxxxxxx, LLC 1,625 XX Xxxx Capital, LLC 1,625 TBC Securities, LLC 1,625 Total ------------------------ [$] ======================== 65,000 Sch A SCHEDULE B The Underwritten initial public offering price per share for the Securities shall have be $873.51. The number of Securities to be sold by the following terms:Selling Shareholder shall be 65,000. The settlement date / closing time shall be April 3, 2012. Sch B SCHEDULE C Issuer Free Writing Prospectuses

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives Representative and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES OAKWOOD HOMES CORPORATION By: ---------------------------------------- /s/ Douglas R. Muir ------------------------------------ Name: Douglas R. Muir Title: CONFIRMED Senior Vice Xxxxxxxxx XXXFIRMED AND ACCEPTED, as of the date first above written: NATIONSBANC MONTGOMERY SECURITIES LLC FIRST UNION CAPITAL MARKETS CORP. MERRILL LYXXX, XXXXXE, FENNER & SMITH INCORPORATED By: [Agent] ByNATIONSBANC XXXXXXXERY SECURITIES LXX Xy: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit /x/ Xynn T. McConnell ----------------------------- Authorized Xxxxxxxxx EXHIBIT A CATERPILLAR FINANCIAL SERVICES OAKWOOD HOMES CORPORATION (a Delaware North Carolina corporation) Debt Securities TERMS AGREEMENT Dated:_________ ___, ____ 1999 To: Caterpillar Financial Services Oakwood Homes Corporation 2120 West End Avenue Nashville7800 McCloud Road Greensboro, Tennessee 37023North Carolina 27409-0001 Ladies anx 9634 Ladixx xxx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services We understand that Oakwood Homes Corporation, a Delaware North Carolina corporation (the "Company"), proposes to issue and sell $ $[__________] aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt Securities") (such securities also being hereinafter referred to as the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below [, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased]. Principal Amount Underwriter of [Initial] Underwritten Securities ----------- -------------------------- --------------- --------------------------------------------- Total ------------------------ _____________________ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION E2OPEN, INC. By: ---------------------------------------- Name: Title: SELLING STOCKHOLDERS By: Name: Xxxx X. Xxxxxxxx Title: Attorney-in-Fact By: Name: Xxxxx X. Xxxxxxx Title: Attorney-in-Fact By: Name: Xxxxx Xxxx Title: Attorney-in-Fact CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Pacific Crest Securities Xxxxxxx Xxxxx & Company, L.L.C. Canaccord Genuity Inc. Xxxxxxx & Company, LLC Total ------------------------ [$] ======================== The Underwritten SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to be Sold Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION NATIONAL HEALTH INVESTORS, INC. By: ---------------------------------------- /s/J. Xxxxxx Xxxxxxxx Name: J. Xxxxxx Xxxxxxxx Title: CEO and President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX FARGO SECURITIES, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPRATED BMO CAPITAL MARKETS CORP. By: [Agent] XXXXX FARGO SECURITIES, LLC By: ------------------------------------- /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX lNCORPORATED By /s/Xxxx X. Xxxxxxx III Name: Xxxx X. Xxxxxxx III Title: Managing Director By: ------------------------------------- BMO CAPITAL MARKETS CORP. By /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Exhibit For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $57.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $54.72, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $2.28 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Xxxxx Fargo Securities, LLC ....................................................................... 1,575,000

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: WISDOMTREE INVESTMENTS, INC. By Title: XXXXX X. XXXXXX By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto XXXX XXXX By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: By: XXXXXX XXXXXXX & CO. LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The public offering price per share for the Securities shall be $[Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt —]. The purchase price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $[—], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. UBS Securities LLC Xxxxx Xxxxxxx & Co. Sandler X’Xxxxx & Partners, X.X. Xxxxxx, Xxxx & Xxxxx, Inc. Total ------------------------ [$] ======================== 14,362,251 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold WisdomTree Investments, Inc. 1,000,000 0 Bendigo Ventures 269,045 43,377 Flexpoint Fund, L.P. 1,722,318 277,682 Hillcrest Financial, LLC 129,174 20,826 RRE Ventures III-A, L.P. 1,524,734 245,826 RRE Ventures Fund III, L.P. 127,417 20,543 RRE Ventures III, L.P. 70,167 11,313 S Family Partners, L.P. 2,296,425 370,242 Xxxxx Xxxxxx 674,465 108,741 Xxxxxxx Xxxxxxxxxx 258,348 41,652 Xxxxxxxx Xxxxxxxxx 3,103,869 500,423 Xxxxxxx Xxxxxxxxxx 1,864,057 485,943 The Underwritten Securities shall have the following terms:Xxxx and Xxxxxxx Xxxxxxxxxx Foundation 1,150,000 0 Xxxxx Xxxxxx 172,232 27,768 Total 14,362,251 2,154,336 Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein ------------------ and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' [name of underwriter]'s understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives [name of underwriter] and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- _________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [AgentUNDERWRITER] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: _________________________ Authorized signatory Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT --------------- Dated:: _______________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville0000 Xxxx Xxx Xxxxxx Xxxxxxxxx, Tennessee 37023Xxxxxxxxx 00000-0001 0000 Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal We understand that Caterpillar Financial Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ ____________________ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company THL Entities in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION THL CREDIT, INC. By: ---------------------------------------- /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer THL CREDIT ADVISORS LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Deutsche Bank Securities Inc. as Representatives of the several Underwriters By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Vice President By: [Agent] CITIGROUP GLOBAL MARKETS INC. By: ------------------------------------- /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Exhibit Managing Director By: DEUTSCHE BANK SECURITIES INC. By: /s/ XX Xxxxxxxx Name: XX Xxxxxxxx Title: Managing Director By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director SCHEDULE A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $13.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.1875, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.8125 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,150,000 Citigroup Global Markets Inc. 2,250,000 Deutsche Bank Securities Inc. 1,440,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 810,000 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC 337,500 Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, Inc. 337,500 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 337,500 RBC Capital Markets Corporation 337,500 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:9,000,000 SCHEDULE B THL CREDIT, INC. Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES NAVTEQ CORPORATION By: ---------------------------------------- Name: By Title: President & CEO PHILIPS CONSUMER ELECTRONIC SERVICES B.V. By Title: Authorized Signatory CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory DEUTSCHE BANK SECURITIES INC. By Authorized Signatory By Authorized Signatory XXXXXX BROTHERS INC. By Authorized Signatory UBS SECURITIES LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 6,727,500 Deutsche Bank Securities Inc. 6,727,500 Xxxxxx Brothers Inc. 6,727,500 UBS Securities LLC 6,727,500 Xxxxxxx Xxxxx & Company, L.L.C 747,500 Credit Suisse First Boston LLC 747,500 Xxxxxx Xxxxxxx & Co. Incorporated 747,500 Xxxxx Xxxxxxx & Co 747,500 Xxxxxxxx Inc. 100,000 Total 30,000,000 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Philips Consumer Electronic Services B.V. 30,000,000 3,101,305 Total 30,000,000 3,101,305 SCHEDULE C NAVTEQ CORPORATION 30,000,000 Shares of Common Stock (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"Par Value $.001 Per Share), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriter, the Transaction Entities and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXX PACIFIC PROPERTIES, INC. By: ---------------------------------------- /s/ Xxxx Lammas Name: Xxxx Lammas Title: Chief Financial Officer XXXXXX PACIFIC PROPERTIES, L.P. By: Xxxxxx Pacific Properties, Inc., its general partner By: /s/ Xxxx Lammas Name: Xxxx Lammas Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: FARALLON CAPITAL PARTNERS, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Member FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Member FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. By: Farallon Partners, L.L.C., its General Partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Member Signature page to Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes Managing Director Investment Banking Signature page to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the Underwriting Agreement The purchase price set forth belowper share for the Securities to be paid by the Underwriter shall be $30.32. Principal Amount Name of Underwriter Number of Underwritten Selling Stockholder Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 804,627 Total ------------------------ [$] ======================== The Underwritten 804,627 SCHEDULE A-2 Name of Underwriter Number of Funded Redemption Securities shall have the following terms:Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 19,195,373 Total 19,195,373 SCHEDULE B Name of Selling Stockholder Number of Selling Stockholder Securities to be Sold Farallon Capital Partners, L.P. 112,222 Farallon Capital Institutional Partners, L.P. 622,652 Farallon Capital Institutional Partners III, L.P. 69,753 Total 804,627 SCHEDULE C-1

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Transaction Entities and the Manger a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a valid and legally binding agreement between among the Representatives Underwriters, the Transaction Entities and the Company Manager in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION SAFEHOLD INC. By: ---------------------------------------- /s/ Gxxxxxxx X. Xxxxx Name: Gxxxxxxx X. Xxxxx Title: General Counsel, Corporate and Secretary SAFEHOLD OPERATING PARTNERSHIP LP By: Safehold OP GenPar LLC, as General Partner By: /s/ Gxxxxxxx X. Xxxxx Name: Gxxxxxxx X. Xxxxx Title: General Counsel, Corporate and Secretary SFTY MANAGER LLC By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Chief Legal Officer CONFIRMED AND ACCEPTED, as of the date first above written: GXXXXXX SACHS & CO. LLC By: [Agent] /s/ Dxxxxx Xxxxx Authorized Signatory BOFA SECURITIES, INC. By: ------------------------------------- Name: Title: /s/ Exxx Xxxxxxxxx Authorized Signatory J.X. XXXXXX SECURITIES LLC By: [Agent] By: ------------------------------------- Name: Title: Exhibit /s/ Hxxxx Xxxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $34.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $32.3850, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions initial public offering price set forth or incorporated above less $1.6150 per share, subject to adjustment in accordance with Section 2(b) for distributions declared by reference hereinthe Company and payable on the Initial Securities but not payable on the Option Securities; provided, we [the underwriters named below (the "Underwriters")] offer to purchasehowever, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at that the purchase price per share to be paid by the several Underwriters for 509,150 Securities purchased by SFTY Venture LLC shall be equal to the initial public offering price set forth belowabove. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Gxxxxxx Sxxxx & Co. LLC 550,000 BofA Securities, Inc. 550,000 J.X. Xxxxxx Securities LLC 550,000 Barclays Capital Inc. 270,000 Mizuho Securities USA LLC 270,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. 225,000 Rxxxxxx Jxxxx & Associates, Inc. 225,000 Citigroup Global Markets Inc. 150,000 Mxxxxx Sxxxxxx & Co. LLC 150,000 UBS Securities LLC 60,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:3,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- THERAVANCE, INC. By /s/ Xxxx X Xxxxxxxxxx Name: Xxxx X Xxxxxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxx Xxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. [AgentSignature Page to the Underwriting Agreement] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit SCHEDULE A CATERPILLAR FINANCIAL SERVICES CORPORATION (The initial public offering price of the Securities shall be 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Underwriters for the Securities shall be 98.15% of the principal amount thereof. The interest rate on the Securities shall be 2.125% per annum. Name of Underwriter Initial Securities Option Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 225,000,000 $ 33,750,000 Leerink Xxxxx LLC $ 12,500,000 $ 1,875,000 Xxxxx Xxxxxxx & Co. $ 12,500,000 $ 1,875,000 Total $ 250,000,000 $ 37,500,000 SCHEDULE B Free Writing Prospectuses · Final Term Sheet · Each of the two free writing prospectuses of the Company filed with the Commission on January 16, 2013 relating to the Registration Statement · Free writing prospectus of the Company filed with the Commission on January 17, 2013 relating to the Registration Statement SCHEDULE C Subsidiaries Advanced Medicine East, Inc., a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation. Theravance UK Ltd., a Delaware corporation limited liability company organized under the laws of England. SCHEDULE D Final Term Sheet Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-186058 (the "Company")Supplementing Preliminary Prospectus dated January 16, proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities"2013) (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference hereinPricing Term Sheet Dated January 17, we [the underwriters named below (the "Underwriters")] offer to purchase2013 Theravance, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Inc.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting instrument, along with all counterparts, will become a binding agreement among the Agent and the Transaction Entities in accordance with its terms. Very truly yours, Armada Xxxxxxx Properties, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer Armada Xxxxxxx, X.X. By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer Accepted as of the date hereof: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director, Investment Banking Annex I Armada Xxxxxxx Properties, Inc. Common Stock ($0.01 par value per share) TERMS AGREEMENT Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Armada Xxxxxxx Properties, Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in the ATM Equity OfferingSM Sales Agreement, dated February 26, 2018 (the “Sales Agreement”), among the Company, Armada Xxxxxxx, X.X., a Virginia limited partnership (the “Operating Partnership”), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Agent”), to issue and sell to the Agent as principal for resale (the “Underwriter”), and the Underwriter agrees to purchase from the Company the shares of Common Stock specified in the Schedule A hereto (the “[Initial]* Securities”), on the terms specified in Schedule A hereto. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Sales Agreement. [The Company grants an option to the Underwriter to purchase up to an additional [·] shares of Common Stock specified in Schedule A hereto (the “Option Securities”, and together with the Initial Securities, the “Securities”) at the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Underwriter to the Company setting forth the number of Option Securities as to which the Underwriter is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriter, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Settlement Date (as defined below). For purposes of clarity, the parties hereto agree that the officers’ certificate, opinions and letter of counsel and accountants’ letter referred to in Section 3(o), (p) and (q), respectively, of the Sales Agreement are required to be delivered by or on behalf of the Company on the Settlement Date.]* Payment of the purchase price for, and delivery of certificates for, the [Initial]* Securities shall be made at the offices of Hunton & Xxxxxxxx LLP, Riverfront Plaza, East Tower, 000 Xxxx Xxxx Xxxxxx, Richmond, Virginia 23219, or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (New York City time) on the third (or fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 9(c) of the Sales Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called “Settlement Date”). [In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company, on each Date of Delivery as specified in the notice from the Underwriter[s] to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Underwriter. Annex I-1 Each of the provisions of the Sales Agreement not related solely to the Agent, as agent of the Company, is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if each such provision had been set forth in full herein. Each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,]* the Applicable Time [and any Date of Delivery]*. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Representatives Underwriter and the Company in accordance with its terms. THIS TERMS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION Armada Xxxxxxx Properties, Inc. By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, Accepted as of the date first above writtenhereof: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (* Include only if the "Underwriter has an option to purchase additional shares of Common Stock from the Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: AIMMUNE THERAPEUTICS, INC. By /s/ Xxxxxxx X. Xxxxxx Title: General Counsel & Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxxx Xxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $32.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $30.08, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.92 per share. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,980,000 Cantor Xxxxxxxxxx & Co. 1,045,000 Xxxxx Xxxxxxx & Co. 1,045,000 Credit Suisse Securities (USA) LLC 550,000 RBC Capital Markets, LLC 495,000 Xxxx Capital Partners, LLC 192,500 Wedbush Securities Inc. 192,500 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:5,500,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Agents and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION Black Hills Corporation By: ---------------------------------------- /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: MUFG Securities Americas Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Annex I Black Hills Corporation Common Stock ($1.00 par value) TERMS AGREEMENT [ADDRESS OF AGENT[S]] Ladies and Gentlemen: Black Hills Corporation, a South Dakota corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in the Amended and Restated Equity Distribution Sales Agreement, dated August [·], 2017 (the “Sales Agreement”), between the Company and the agents party thereto, to issue and sell to [[·] and [·]] as principal for resale ([collectively,] the “Underwriter[s]”), and the Underwriter[s severally] agree[s] to purchase from the Company the shares of Common Stock specified in the Schedule A hereto (the “[Initial] Securities”) [, and to grant to the Underwriter[s] the option to purchase the additional shares of Common Stock specified in the Schedule A hereto (the “Option Securities”, and together with the Initial Securities, the “Securities”)]*, [in each case]* on the terms specified in Schedule A hereto. Capitalized terms but and not defined herein have the respective meanings ascribed thereto in the Sales Agreement. [The Company grants an option to the Underwriter[s, severally and not jointly, ]to purchase up to an additional [·] Option Securities at the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Underwriter[s] to the Company setting forth the number of Option Securities as to which the [several] Underwriter[s] [is][are] then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriter[s], but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Settlement Date (as defined below). [If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as [·] in its sole discretion shall make to eliminate any sales or purchases of fractional shares. For purposes of clarity, the parties hereto agree that the officers’ certificate, opinions and letter of counsel and accountants’ letter referred to in Section 3(o), (p) and (q), respectively, of the Sales Agreement are required to be delivered by or on behalf of the Company on the Settlement Date.]]* Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of [insert name and address of counsel to the Underwriter[s]], or at such other place as shall be agreed upon by the Underwriter[s] and the Company, at 9:00 A.M. (New York City time) on the third (or fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 9(c) of the Sales Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter[s] and the Company (such time and date of payment and delivery being herein called “Settlement Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriter[s], payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriter[s] and the Company, on each Date of Delivery as specified in the notice from the Underwriter[s] to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Underwriter[s for their respective accounts for the Securities to be purchased by them]. [It is understood that each Underwriter has authorized [·] as representative of the Underwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. [·], individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Settlement Date or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.] Each of the provisions of the Sales Agreement not related solely to the Agent, as agent of the Company, is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if each such provision had been set forth in full herein. Each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,] the Applicable Time [and any Date of Delivery]. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter[s] and the Company in accordance with its terms. THIS TERMS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. Very truly yours, Black Hills Corporation By: Name: Title: CONFIRMED AND ACCEPTED, Accepted as of the date first above written: Byhereof: [AgentUnderwriter[s]] By: ------------------------------------- Name: Title: By: [Agent* Include only if the Underwriter[s][has][have] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (an option to purchase additional shares of Common Stock from the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: XXXXXX HEALTHCARE, INC. By /s/ Xxxxxx X. Xxxxxx, M.D. Title: President and Chief Executive Officer MOLINA SIBLINGS TRUST By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, As Attorney-in-Fact acting on behalf of Molina Siblings Trust CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $27.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $25.65, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.35 per share. Principal Amount Number of Name of Underwriter Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,600,000 X.X. Xxxxxx Securities Inc. 1,500,000 UBS Securities LLC 500,000 Mitsubishi UFJ Securities (USA) Inc. 200,000 Xxxxxx Xxxxxxxx & Company, Incorporated 200,000 Total 4,000,000 Sch A - 1 SCHEDULE B Number of Underwritten Initial Maximum Number of Option Securities ----------- -------------------------- to be Sold Securities to Be Sold XXXXXX HEALTHCARE, INC. 4,000,000 350,000 MOLINA SIBLINGS TRUST 0 250,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:4,000,000 600,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES The Company: REXNORD CORPORATION By: ---------------------------------------- Name: By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX, SACHS & CO. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. BARCLAYS CAPITAL INC. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: XXXXXXX, SACHS & CO. By Xxxxxxx, Xxxxx & Co. By: [Agent] CREDIT SUISSE SECURITIES (USA) LLC By Authorized Signatory By: ------------------------------------- NameDEUTSCHE BANK SECURITIES INC. By Authorized Signatory By Authorized Signatory By: Title: Exhibit BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $—. The purchase price per share for the Securities to be paid by the several Underwriters shall be $—, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $— per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx, Sachs & Co. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Barclays Capital Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Lazard Capital Markets LLC BMO Capital Markets Corp. Xxxxxx Xxxxxx & Co. Inc. Apollo Global Securities, LLC Xxxxxx X. Xxxxx & Co. Incorporated Total ------------------------ [$—] ======================== The Underwritten SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold Rexnord Corporation SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriter, the Company and the Company Operating Partnership in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION VORNADO REALTY TRUST By: ---------------------------------------- /s/ XXXXXX XXXX -------------------------------- Name: Xxxxxx Xxxx Title: Chief Executive Officer VORNADO REALTY L.P. By: Vornado Realty Trust, its General Partner By: /s/ XXXXXX XXXX -------------------------------- Name: Xxxxxx Xxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: . XXXXXXX XXXXX BARNEY INC. By: [Agent] By: ------------------------------------- /s/ XXX XXXXXXXXXXX ------------------------------ Name: Xxx Xxxxxxxxxxx Title: ByDirector SCHEDULE A VORNADO REALTY TRUST COMMON SHARES OF BENEFICIAL INTEREST TITLE OF DESIGNATED SHARES: [Agent] ByCommon Shares of Beneficial Interest NUMBER OF DESIGNATED SHARES: ------------------------------------- NameNUMBER OF FIRM SHARES: Title514,200 MAXIMUM NUMBER OF OPTIONAL SHARES: Exhibit 77,130 INITIAL OFFERING PRICE TO PUBLIC: Xxxxxxx Xxxxx Xxxxxx Inc. intends to deposit the Common Shares with the trustee of The Equity Focus Trusts REIT Portfolio Series, 2002-A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "SecuritiesTrust") (such securities also being hereinafter referred in exchange for units in the Trust. PURCHASE PRICE BY XXXXXXX XXXXX BARNEY INC.: $40.82 per share FORM OF DESIGNATED SHARES: Definitive form, to as the "Underwritten Securities"). Subject be made available for checking and packaging at least twenty-four hours prior to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount Time of Underwritten Securities [opposite their names set forth below] at the purchase price set forth belowDelivery. Principal Amount Underwriter SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Wire transfer of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:same day funds.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Initial Purchasers and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXXX INDUSTRIES, INC. By: ---------------------------------------- Name: /s/ Xxxx X. Xxxxxxxxx Title: CEO CONFIRMED AND ACCEPTED, as of the date first above written: ByXXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXX FARGO SECURITIES, LLC BY: [Agent] ByXXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxx Xxxxxxxxx Authorized Signatory BY: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXX FARGO SECURITIES, LLC By /s/ Xxxx Xxxxxxx Athorized Signatory For themselves and as Representatives of the other Initial Purchasers named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial offering price of the Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount shall be 100.00% of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount thereof, plus accrued interest, if any, from the date of Underwritten Securities [opposite their names set forth below] at the issuance. The purchase price set forth belowto be paid by the Initial Purchasers for the Securities shall be 97.25% of the principal amount thereof. The interest rate on the Securities shall be 1.00% per annum. Principal Amount Underwriter of Underwritten Name of Initial Purchaser Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 75,000,000 Xxxxx Fargo Securities, LLC $ 52,500,000 KeyBanc Capital Markets Inc. $ 6,450,000 Fifth Third Securities, Inc. $ 6,375,000 U.S. Bancorp Investments, Inc. $ 6,375,000 Xxxxxx X. Xxxxx & Co. Incorporated $ 825,000 CJS Securities, Inc. $ 825,000 X.X. Xxxx & Associates, Inc. $ 825,000 Xxxxxx & Company, LLC $ 825,000 Total ------------------------ [$ 150,000,000 SCHEDULE B Final Term Sheet PRICING TERM SHEET STRICTLY CONFIDENTIAL DATED JANUARY 17, 2018 XXXXXXX INDUSTRIES, INC. $] ======================== The Underwritten Securities shall have the following terms:150,000,000

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company MLPF&S a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST By: ---------------------------------------- Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as As of the date first above written: By: [Agent] XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: ByFor themselves and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The Gabelli Global Small and Mid Cap Value Trust 5.450% Series A Cumulative Preferred Shares Name of Underwriter Number of Shares Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated 1,150,000 G.research, Inc. 50,000 1,200,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Securities: [Agent] By1,200,000 Dividend Rate (cumulative from May 10, 2016): 5.450% Settlement Date: ------------------------------------- NameMay 10, 2016 Underwriting Discount per share: Title$0.7875 Optional Redemption Date: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________On or after May 10, ____ To2021 Net Proceeds: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville$29,055,000 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on May 5, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation2016. SCHEDULE E Opinion of Skadden, a Delaware corporation Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST TREASURER’S CERTIFICATE May 5, 2016 I, Xxxxx Xxxxxxx, Treasurer of The Gabelli Global Small and Mid Cap Value Trust Trust (the "Company"“Fund”) do hereby certify that I am the Treasurer and principal financial officer of the Fund. In that capacity, I have reviewed the Fund’s registration statement dated March 24, 2016 (the “Registration Statement”) and the preliminary prospectus dated May 5, 2016 (the “Preliminary Prospectus”), proposes each relating to issue and sell $ aggregate principal amount the offering of its debt securities 1,200,000 of the Fund’s Series A Cumulative Preferred Shares, liquidation preference $25.00 per share, par value $0.001 per share (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"“Offering”). Subject Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the terms Underwriters, to the best of my information, knowledge and conditions set forth or incorporated by reference hereinbelief, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following termsthat:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION MF GLOBAL LTD. By: ---------------------------------------- Name: Title: MAN GROUP UK LIMITED By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. XXXXXX BROTHERS INC. UBS SECURITIES LLC By: [Agent] CITIGROUP GLOBAL MARKETS INC. By: ------------------------------------- Name: Title: By: [Agent] X.X. XXXXXX SECURITIES INC. By: ------------------------------------- Name: Title: Exhibit By: XXXXXX BROTHERS INC. By: Name: Title: By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: By: UBS SECURITIES LLC By: Name: Title: By: Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities Inc. Xxxxxx Brothers Inc. UBS Securities LLC Credit Suisse Securities (a Delaware corporationUSA) Debt LLC Deutsche Bank Securities TERMS AGREEMENT Dated:___________Inc. Xxxxxxx, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleSachs & Co. Xxxxxx Xxxxxxx & Co. Incorporated ABN AMRO Rothschild LLC Banc of America Securities LLC BMO Capital Markets Corp. HSBC Securities (USA) Inc. Xxxxx, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationXxxxxxxx & Xxxxx, a Delaware corporation Inc. Sandler X’Xxxxx & Partners, L.P. Wachovia Capital Markets, LLC Total SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Man Group UK Limited Total SCHEDULE C MF GLOBAL LTD. l Common Shares (the "Company"Par Value $1.00 Per Share), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Maxeon Solar Technologies, Ltd. By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: ByXXXXXX XXXXXXX & CO. LLC By /s/ Xxxxxxxx Xxxxxxx Authorized Signatory BOFA SECURITIES, INC. By /s/ Xxxxxxx Xxxx Authorized Signatory SCHEDULE A Name of Underwriter Number of Initial Shares to be Purchased Maximum Number of Option Shares to be Purchased Xxxxxx Xxxxxxx & Co. LLC 3,819,445 572,916 BofA Securities, Inc. 3,125,000 468,750 Total 6,944,445 1,041,666 SCHEDULE B The public offering price per share for the Shares shall be $18.00. The purchase price per share for the Shares to be paid by the several Underwriters shall be $17.055, being an amount equal to the public offering price set forth above less $0.945, per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares. SCHEDULE C Free Writing Prospectuses None. SCHEDULE D List of Persons and Entities Subject to Lock-up • Xxxxxxx X. Xxxxxx • Xxxxx Xxxxxxx • Xxxxxx Xxxxxx • Chee Xxxxx Xxx • Xxxxxx Xxxxxxx • Kai Strohbecke • Xxxxxxx Xxxxxxxx • Markus Sickmoeller • Xxxxx Xxxxxxxxxxxxx • Xxxxxxx See • Xxxx Xxxxxxx • Xxxx Xxxxxxx • Zhang Changxu • Xxxx Xxx • Xxx Xxxxx • Xxxx Xxxxxxxx • Xxxx Xxxxxxxxx • Zhonghuan Singapore Investment and Development Pte. Ltd. • Total Solar INTL SAS FORM OF LOCK-UP TO BE DELIVERED PURSUANT TO SECTION 5(j) Lock-Up Agreement April 15, 2021 Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Agent] ByProposed Offering by Maxeon Solar Technologies, Ltd. Dear Sirs: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________The undersigned, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporationwho is, a Delaware shareholder or an officer and/or director of Maxeon Solar Technologies, Ltd., a corporation incorporated under the laws of Singapore (with company registration number 201934268H) (including after its conversion to a public company under Singapore law prior to the Closing Time (as defined in the Underwriting Agreement, the “Company”), understands that Xxxxxx Xxxxxxx & Co. LLC (“MS”) and BofA Securities, Inc. (“BofA”) propose to enter into a Underwriting Agreement (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities “Underwriting Agreement”) with the Company providing for (i) the offering (the "Securities"“Offering”) of ordinary shares, of no par value, of the Company (such securities also being hereinafter referred to as “Ordinary Shares”) set forth in Schedules A and B hereto and (ii) the "Underwritten Securities"). Subject grant by the Company to the terms and conditions set forth or incorporated by reference hereinUnderwriters, we [the underwriters named below (the "Underwriters")] offer to purchase, [acting severally and not jointly], of the option described in Section 2(b) hereof to purchase all or any part of 1,041,666 additional Ordinary Shares. The aforesaid 6,944,445 Ordinary Shares (the “Initial Shares”) to be purchased by the underwriters and all or any part of the 1,041,666 Ordinary Shares subject to the option described in Section 2(b) hereof (the “Option Shares”) are herein called, collectively, the principal amount “Shares.” In recognition of Underwritten the benefit that such an offering will confer upon the undersigned as a shareholder or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date thereof and ending on the date that is 45 days thereafter (the “Lock-up Period”), the undersigned will not, without the prior written consent of MS and BofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Shares of the Company, or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Shares”), or exercise any right with respect to the registration of any of the Lock-up Shares, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities [opposite their names set forth Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Shares, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below] at , the purchase price set forth below. Principal Amount Underwriter undersigned may transfer the Lock-Up Shares without the prior written consent of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities MS and BofA, provided that (1) MS and BofA receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall have not involve a disposition for value, and (3) the following termsundersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company us a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES TORTOISE ENERGY INFRASTRUCTURE CORPORATION By: ---------------------------------------- Name: Title: TORTOISE CAPITAL ADVISORS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MXXXXXX LXXXX & CO. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: [Agent] Authorized Signatory SXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Authorized Signatory Each for itself and collectively as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________hereto. SCHEDULE A Number of Name of Underwriter Primary Shares Mxxxxxx Lynch, ____ To: Caterpillar Financial Services Pierce, Fxxxxx & Sxxxx Incorporated 502,515 Sxxxxx, Xxxxxxxx & Company, Incorporated 502,515 Lxxxxx Brothers Inc. 167,505 A.X. Xxxxxxx & Sons, Inc. 100,503 Oxxxxxxxxxx & Co. Inc. 100,503 RBC Capital Markets Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation100,503 BB&T Capital Markets, a Delaware corporation (division of Sxxxx & Sxxxxxxxxxxx 100,503 Mxxxxx, Xxxxxx & Company, Inc. 100,503 TOTAL: 1,675,050 SCHEDULE B Tortoise Energy Infrastructure Corporation 1,675,050 Common Shares 1 The public offering price per share for the "Company")Shares, proposes determined as provided in said Section 2, shall be $29.85. 2 The purchase price per share for the Shares to issue and sell $ aggregate principal be paid by the several Underwriters shall be $28.58, being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions public offering price set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at above less $1.27 per share; provided that the purchase price set forth belowper share for any Option Shares purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. Principal Amount Underwriter SCHEDULE C Price Per Share = $29.85 SCHEDULE D The Investor Guide dated August 2006 entitled “Add-On Offering of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Common Stock (NYSE: TYG)”

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES GERON CORPORATION By: ---------------------------------------- /s/ Xxxx X. Xxxxxxxx, M.D. Name: Xxxx X. Xxxxxxxx, M.D. Title: President, Chief Executive Officer and Chairman of the Board CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX AND COMPANY, LLC By: [Agent] /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ------------------------------------- /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: ByManaging Director For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature Page to Underwriting Agreement] SCHEDULE A The offering price per share for the Securities shall be: [Agent] By(i) $3.00 in respect of the shares of Common Stock and (ii) $2.999 in respect of the Pre-Funded Warrants. The purchase price per share for the Securities to be paid by the several Underwriters shall be: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporationi) Debt Securities TERMS AGREEMENT Dated:___________$2.82 in respect of the shares of Common Stock, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase offering price set forth belowabove less $0.18 per share and (ii) $2.819 in respect of the Pre-Funded Warrants, being an amount equal to the offering price set forth above less $0.18 per share underlying the Pre-Funded Warrant, in each case, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Common Stock Securities and Pre-Funded Warrants. Principal Amount Underwriter Total Number of Underwritten Common Stock Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Number of Pre-Funded Warrants Xxxxx and Company, LLC 17,640,000 3,361,121 Xxxxxx, Xxxxxxxx & Company, Incorporated 13,020,000 2,480,828 Barclays Capital Inc. 8,399,999 1,600,533 Wedbush Securities shall have the following terms:Inc. 2,939,999 560,186 Total 41,999,998 8,002,668 SCHEDULE B

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company us a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Company and the Company Underwriters and in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION Main Street Capital Corporation By: ---------------------------------------- /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDChief Executive Officer Confirmed and Accepted, as of the date first above written: BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC By: [Agent] BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC By: ------------------------------------- /s/ Xxxxx X. Xxxxx Xx. Name: Xxxxx X. Xxxxx Xx. Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Senior Vice President For itself and on behalf of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporationhereto. SCHEDULE A Number of Name of Underwriter Firm Shares BB&T Capital Markets, a Delaware corporation (division of Xxxxx & Xxxxxxxxxxxx, LLC 437,500 Xxxxxx Xxxxxx & Company, Inc. 375,000 SMH Capital Inc. 187,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 125,000 Ladenburg Xxxxxxxx & Co. Inc. 125,000 Total 1,250,000 SCHEDULE B Members of the "Company"), Underwriters’ selling group orally communicated the following information to their respective customers: Main Street Capital Corporation proposes to issue and sell $ aggregate principal amount 1,250,000 shares of its debt securities common stock to the Underwriters (1,437,500 shares including the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"underwriters’ over-allotment option). Subject The purchase price for the common shares will be $11.495 per share, which represents a price to the terms and conditions set forth public of $12.10 per share, less an underwriting discount of $0.605 per share. The estimated net proceeds before expenses to Main Street Capital Corporation will be $14,368,750 (or incorporated by reference herein, we [$16,524,062 with the underwriters named below (full exercise of the "Underwriters"over-allotment option)] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: TOWERS XXXXXX & CO. By Title: SELLING SHAREHOLDERS By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, XXXXXXX, SACHS & CO. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX, SACHS & CO. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $ . The purchase price per share for the Securities to be paid by the several Underwriters shall be $ , ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx X. Xxxxx & Co. Incorporated Citigroup Global Markets Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated SunTrust Xxxxxxxx Xxxxxxxx, Inc. Total ------------------------ SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold [$LIST SELLING SHAREHOLDERS] ======================== The Underwritten Securities shall have the following terms:Total SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- VICTORY CAPITAL HOLDINGS, INC. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC By: [Agent] By: ------------------------------------- X.X. XXXXXX SECURITIES LLC By Name: Title: By: [Agent] By: ------------------------------------- XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Name: Title: Exhibit By: XXXXXX XXXXXXX & CO. LLC By Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. Xxxxxxx Sachs & Co. LLC RBC Capital Markets, LLC Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Xxxxx & Company, L.L.C. Sandler X’Xxxxx & Partners, L.P. Total ------------------------ [$·] ======================== The Underwritten Securities shall have the following terms:SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company MS a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXXXXX GROWTH AND INCOME FUND LTD. By: ---------------------------------------- /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Treasurer GABELLI FUNDS, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as As of the date first above written: By: [Agent] Xxxxxx Xxxxxxx & Co. LLC By: ------------------------------------- /s/ Yurij Slyz Name: Yurij Slyz Title: ByExecutive Director For themselves and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Xxxxxxxxx Growth and Income Fund Ltd. 5.25% Series A Cumulative Preferred Shares Name of Underwriter Number of Shares Xxxxxx Xxxxxxx & Co. LLC 1,080,000 G.research, LLC 120,000 1,200,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Securities: [Agent] By1,200,000 Dividend Rate (cumulative from September 18, 2017): 5.25% Settlement Date: ------------------------------------- NameSeptember 18, 2017 Underwriting Discount per share: Title$0.7875 Optional Redemption Date: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________On or after September 18, ____ To2022 Net Proceeds: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville$29,055,000 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on September 13, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation2017. SCHEDULE E Opinion of Skadden, a Delaware corporation Arps, Slate, Xxxxxxx & Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G XXXXXXXXX GROWTH AND INCOME FUND LTD. TREASURER’S CERTIFICATE September 13, 2017 I, Xxxx X. Xxxx, Treasurer of Xxxxxxxxx Growth and Income Fund Ltd. (the "Company"“Fund”) do hereby certify that I am the Treasurer and principal financial officer of the Fund. In that capacity, I have reviewed the Fund’s definitive base prospectus dated August 31, 2017 (the “Base Prospectus”) and the preliminary prospectus supplement dated September 13, 2017 (the “Preliminary Prospectus Supplement”), proposes each relating to issue and sell $ aggregate principal amount the offering of its debt securities 1,200,000 of the Fund’s Series A Cumulative Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"“Offering”). Subject Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the terms Underwriters, to the best of my information, knowledge and conditions set forth or incorporated by reference hereinbelief, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following termsthat:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION ByCOTY INC. By Name: ---------------------------------------- Title: JAB HOLDINGS II B.V. By Name: Title: BERKSHIRE PARTNERS LLC By Name: Title: RHÔNE CAPITAL L.L.C. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: J.X. XXXXXX SECURITIES LLC By: [Agent] J.X. XXXXXX SECURITIES LLC By Authorized Signatory MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: ------------------------------------- Name: Title: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By Authorized Signatory MXXXXX SXXXXXX & CO. LLC By: MXXXXX SXXXXXX & CO. LLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[Agent____]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[____], being an amount equal to the initial public offering price set forth above less $[____] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporationper share, subject to adjustment in accordance with Section 2(b) Debt for dividends or distributions declared by the Company and payable on the Initial Securities TERMS AGREEMENT Dated:but not payable on the Option Securities. Name of Underwriter Number of Initial Securities J.X. Xxxxxx Securities LLC [_______] Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated [____, ____ To] Mxxxxx Sxxxxxx & Co. LLC [_______] Barclays Capital Inc. [_______] Deutsche Bank Securities Inc. [_______] Wxxxx Fargo Securities, LLC [_______] Total [_______] Sch A-1 SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold JAB Holdings II B.V. Berkshire Partners LLC Rhône Capital L.L.C. Total Contact Information: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we JAB Holdings II B.V. [the underwriters named below (the "Underwriters")_______] offer to purchase, Berkshire Partners LLC [severally and not jointly], the principal amount of Underwritten Securities _______] Rhône Capital L.L.C. [opposite their names set forth below_______] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Sch B - 1 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives Representative and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXX RESTAURANTS, INC. By: ---------------------------------------- /s/ Xxxxxxx X. Xxxxx, III ----------------------------- Name: Xxxxxxx X. Xxxxx, III Title: Senior Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC As Representative of the several Underwriters By: [Agent] BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx X. Xxxxxxx ------------------------------------- Name: Title: Authorized Signatory WACHOVIA CAPITAL MARKETS, LLC As Representative of the several Underwriters By: [Agent] WACHOVIA CAPITAL MARKETS, LLC By: ------------------------------------- Name: Title: Exhibit /s/ Xxxxx Xxxxxxxx ------------------------------------ Authorized Signatory EXHIBIT A CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXX RESTAURANTS, INC. (a Delaware Florida corporation) Debt Securities TERMS AGREEMENT Dated:_________ ___, ____ 2005 To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleXxxxxx Restaurants, Tennessee 37023-0001 Inc. 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationWe understand that Xxxxxx Restaurants, Inc., a Delaware Florida corporation (the "Company"), proposes to issue and sell $ $[__________] aggregate principal amount of its debt securities (the "Debt Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- --------------- -------------------------------------- Total ------------------------ _____________________ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [THIS SPACE INTENTIONALLY LEFT BLANK.] If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- OKLAHOMA GAS AND ELECTRIC COMPANY By /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Controller, Chief Accounting Officer and Interim Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC Acting severally on behalf of themselves and the several Underwriters named on Schedule A hereto By: [Agent] UBS SECURITIES LLC By /s/ Cxxxxxxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxx Title: Managing Director By /s/ Sxxxx Xxxxxxx Name: Sxxxx Xxxxxxx Title: Managing Director By: ------------------------------------- WACHOVIA CAPITAL MARKETS, LLC By /s/ Jxxx Xxxxxxxx Name: Jxxx Xxxxxxxx Title: ByDirector SCHEDULE A LIST OF SENIOR NOTE UNDERWRITERS NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SENIOR NOTES UBS Securities LLC $150,000,000 Wachovia Capital Markets, LLC 100,000,000 TOTAL $250,000,000 SCHEDULE B PRICING INFORMATION OKLAHOMA GAS AND ELECTRIC COMPANY $250,000,000 6.350% SENIOR NOTES, SERIES DUE SEPTEMBER 1, 2018 Issuer: [Agent] ByOklahoma Gas and Electric Company Size: ------------------------------------- Name$250,000,000 Maturity: TitleSeptember 1, 2018 Coupon: Exhibit 6.350% Price: 99.645% of face amount Yield to maturity: 6.399% Spread to Benchmark Treasury: 275 bps Benchmark Treasury: UST 4.000% due August 15, 2018 Benchmark Treasury Price and Yield: 102-29, 3.649% Interest Payment Dates: March 1 and September 1, commencing March 1, 2009 Redemption Provisions: Make-whole call At any time at a discount rate of Treasury plus 45 basis points Settlement: T+3; September 9, 2008 CUSIP: 678858 BJ9 Ratings: A2/BBB+ Note: A CATERPILLAR FINANCIAL SERVICES CORPORATION securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a Delaware corporationprospectus) Debt with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling UBS Securities TERMS AGREEMENT Dated:___________LLC toll free at (877) 827-6444 ext. 561-3884 or Wachovia Capital Markets, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleLLC at (000) 000-0000. SCHEDULE C TIME OF SALE INFORMATION Preliminary Prospectus dated September 4, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (2008. Pricing Information for the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (Senior Notes as set forth in Schedule B hereto. SCHEDULE D INFORMATION PROVIDED BY UNDERWRITERS The information set forth below constitutes the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject only information furnished to the terms and conditions Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto) or Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto): statements with respect to the public offering price of the Senior Notes by the Underwriters set forth or incorporated by reference hereinon the cover page of, we [and the underwriters named below (statements in the "Underwriters")] offer to purchasethird, [severally sixth, seventh and not jointly]eighth paragraphs appearing under, the principal amount of Underwritten Securities [opposite their names set forth below] at caption “Underwriting” in the purchase price set forth belowProspectus. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:SCHEDULE E FORM OF OPINION OF JXXXX DAY

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION AVAYA INC. By: ---------------------------------------- :______________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ______________________ Authorized Signatory Exhibit A AVAYA INC. DELAWARE SENIOR DEBT SECURITIES TERMS AGREEMENT April __, 2001 To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleAvaya Inc. 000 Xxxxx Xxxx Xx. Basking Ridge, Tennessee 37023-0001 NJ 07920 Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationWe understand that Avaya Inc., a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its senior debt securities (the "Debt Securities") (such securities also being hereinafter referred to as the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] ) offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] below at the purchase price set forth below. Principal Amount Underwriter , and a proportionate share of Option Underwritten Securities ----------- -------------------------- set forth below, to the extent any are purchased. [Number] [Principal Amount] UNDERWRITER OF [INITIAL] UNDERWRITTEN SECURITIES ---------------------------------------------------------------------------- ------------------------------- Total ------------------------ [$] =============================== The Underwritten Securities shall have the following terms:: DEBT SECURITIES --------------- Title: Rank: Ratings: Aggregate principal amount: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering If Fixed Price Offering, initial public offering price per share: % of the principal amount, plus accrued interest [amortized original issue discount], if any, from _________________. Purchase price per share: ___% of principal amount, plus accrued interest [amortized original issue discount], if any, from _________________. Form: Other terms and conditions: Closing date and location: Please accept this offer no later than ____ o'clock P.M. (New York City time) on ______________ by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, By _______________________________ Authorized Signatory [Acting on behalf of itself and the other named Underwriters.] Accepted: AVAYA INC. By _________________________ Name: Title: Exhibit B FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- DYNEX CAPITAL, INC. By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxxx Xxxxx Authorized Signatory CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxxx Xxxxxxxxxx Authorized Signatory Xxxxxx Xxxxxxxxxx Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $10.35. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.8325, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.5175 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,351,104 Credit Suisse Securities (USA) LLC 1,968,357 JMP Securities LLC 1,344,431 Sterne, Agee & Xxxxx, Inc. 336,108 Total ------------------------ [$] ======================== The Underwritten 8,000,000 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold DYNEX CAPITAL, INC. 8,000,000 1,200,000 Total 8,000,000 1,200,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES RYERSON HOLDING CORPORATION By: ---------------------------------------- /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxx Xxxxxxxx Authorized Signatory [AgentSignature Page to Underwriting Agreement] DEUTSCHE BANK SECURITIES INC. By: ------------------------------------- Name: Title: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxxxx Authorized Signatory By /s/ Xxxxxxxx Xxxxx Authorized Signatory [Signature Page to Underwriting Agreement] BMO CAPITAL MARKETS CORP. By: [Agent] By: ------------------------------------- Name: Title: Exhibit BMO CAPITAL MARKETS CORP. By /s/ Xxxxxxx Xxxxxxxx Authorized Signatory Each for itself and as a Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $15.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.335, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.915 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Underwriter Name of Underwritten Underwriters Number of Initial Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten X.X. Xxxxxx Securities shall have the following terms:LLC 1,312,500 Deutsche Bank Securities Inc. 1,312,500 BMO Capital Markets Corp. 1,000,000 Xxxxxxx, Sachs & Co. 375,000 Xxxxxxxxx LLC 250,000 Citigroup Global Markets Inc. 150,000 Credit Suisse Securities (USA) LLC 150,000 KeyBanc Capital Markets Inc. 150,000 Macquarie Capital (USA) Inc. 150,000 UBS Securities LLC 150,000 5,000,000

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By ------------------------------------- Authorized Signatory CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- MXXXXXX LXXXX DEPOSITOR, INC. By /s/ Fxxxx X. Xxxxx ---------------------------- Name: Fxxxx X. Xxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: President Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED STEERS TRUST CERTIFICATES TERMS AGREEMENT Dated:___________, _ ___, 199_ To: Caterpillar Mxxxxxx Lxxxx Depositor, Inc. World Financial Services Corporation 2120 West End Avenue NashvilleCenter Nxxxx Xxxxx Xxx Xxxx, Tennessee 37023-0001 Xxx Xxxx 00000 Attention: Fxxxx X. Xxxxx Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationWe understand that Mxxxxxx Lxxxx Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell $ $__________ aggregate principal amount of its debt securities STEERS Trust Certificates (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or below and subject to the terms of the Purchase Agreement which are incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. [Principal Amount Amount] Underwriter of Underwritten Securities ----------- -------------------------- ---------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company TCP Entities in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION ByCOMPANY: ---------------------------------------- TCP CAPITAL CORP. By /s/ TCP Capital Corp. Name: Title: SVCP: SPECIAL VALUE CONTINUATION PARTNERS, LP By /s/ Special Value Continuation Partners, LP Name: Title: TCP: XXXXXXXXXX CAPITAL PARTNERS, LLC By /s/ Xxxxxxxxxx Capital Partners, LLC Name: Title: GENERAL PARTNER: SVOF/MM, LLC By /s/ SVOF/MM, LLC Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit DEUTSCHE BANK SECURITIES INC. By /s/ Deutsche Bank Securities Inc. Authorized Signatory XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Authorized Signatory XXXXXXX XXXXX & ASSOCIATES, INC. By /s/ Xxxxxxx Xxxxx & Associates, Inc. Authorized Signatory XXXXX, XXXXXXXX & XXXXX, INC. By /s/ Xxxxx, Xxxxxxxx & Xxxxx, Inc. Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $17.33. The purchase price per share for the Securities to be paid by the several Underwriters shall be $16.8101, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $0.5199 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Deutsche Bank Securities Inc. 1,242,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,134,000 Xxxxxxx Xxxxx & Associates, Inc. 918,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 810,000 RBC Capital Markets, LLC 702,000 Xxxxxxxxxxx & Co. Inc. 378,000 JMP Securities LLC 108,000 National Securities Corporation 108,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:5,400,000 SCHEDULE B Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR YADKIN VALLEY FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer YADKIN VALLEY BANK AND TRUST COMPANY By: Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X’XXXXX & PARTNERS, L.P. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________hereto. SCHEDULE A The purchase price per share for the Series T Preferred Stock to be paid by the several Underwriters shall be $—, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowin Schedule B less $— per share, plus accrued dividends from and including August 15, 2012 of $— per share. Principal Amount The purchase price per share for the Series T-ACB Preferred Stock to be paid by the several Underwriters shall be $—, being an amount equal to the initial public offering price set forth in Schedule B less $— per share, plus accrued dividends from and including August 15, 2012 of $— per share. Name of Underwriter Number of Underwritten Securities ----------- -------------------------- Series T Series T-ACB Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Sandler X’Xxxxx & Partners, L.P. Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:SCHEDULE B

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- JBG XXXXX Properties By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Legal Officer JBG XXXXX Properties LP By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Legal Officer CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Xxxxxx Xxxxxxx & Co. LLC By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: By: [Agent] By: ------------------------------------- Managing Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Exhibit Managing Director, Investment Banking Xxxxxxx Sachs & Co. LLC By /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $42.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $41.076, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $0.924 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxx Xxxxxxx & Co. LLC 5,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,500,000 Xxxxxxx Sachs & Co. LLC 1,000,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:10,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES XXXX-XXXX REALTY CORPORATION By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer XXXX-XXXX REALTY, L.P. By: ---------------------------------------- Xxxx-Xxxx Realty Corporation, its General Partner By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX SECURITIES LLC By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxx Authorized Signatory By: ------------------------------------- Name: Title: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxx Authorized Signatory By /s/ Xxxxx Xxxxxxx Authorized Signatory By: [Agent] By: ------------------------------------- Name: Title: Exhibit X.X. XXXXXX SECURITIES LLC By /s/ Xxxx Xxxxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $33.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $31.68, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.32 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,265,625 Deutsche Bank Securities Inc. 1,328,125 X.X. Xxxxxx Securities LLC 1,015,625 Citigroup Global Markets Inc. 000,000 XXX Xxxxxx Xxxxxxx Xxxxxxx, LLC 156,250 Capital One Southcoast, Inc. 156,250 Comerica Securities, Inc. 156,250 Mitsubishi UFJ Securities (USA), Inc. 156,250 Xxxxx Xxxxxxx & Co. 156,250 PNC Capital Markets LLC 156,250 RBS Securities Inc. 156,250 Scotia Capital (USA) Inc. 156,250 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 156,250 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:6,250,000 SCHEDULE B Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company, the Bank and the Company Selling Shareholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION SOUTHERN FIRST BANCSHARES, INC. By: ---------------------------------------- Name: R. Xxxxxx Xxxxxx Xx. Title: Chief Executive Officer SOUTHERN FIRST BANK, N.A. By: Name: R. Xxxxxx Xxxxxx Xx. Title: Chief Executive Officer UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder By: Name: Title: 28 CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED SANDLER X’XXXXX & PARTNERS, L.P. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Authorized Signatory By: SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., the sole general partner By: Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The purchase price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $l, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowin Schedule B less $l per share. Principal Amount Name of Underwriter Number of Underwritten Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Sandler X’Xxxxx & Partners, L.P. Total ------------------------ [$1] ======================== The Underwritten Securities shall have the following terms:Sch A SCHEDULE B

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to each of the Company SciPlay Parties a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company SciPlay Parties in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES SCIPLAY CORPORATION By: ---------------------------------------- Name: Title SCIPLAY PARENT COMPANY, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory X.X. XXXXXX SECURITIES LLC By Authorized Signatory DEUTSCHE BANK SECURITIES INC. By Authorized Signatory By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[Agent] By: ------------------------------------- Name: Title: By: ·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________·], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC Macquarie Capital (USA) Inc. RBC Capital Markets, LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Wedbush Securities Inc. Total ------------------------ [$·] ======================== The Underwritten Securities shall have the following terms:SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Partnership a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company Partnership Parties in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION OCI N.V. By Name: [ ] Title: [ ] OCI USA INC. By Name: Xxxxx Xxxxxx Title: President OCI GP LLC By Name: Xxxxx Xxxxxx Title: President and Chief Financial Officer OCI PARTNERS LP By: ---------------------------------------- OCI GP, LLC, its general partner By Name: Xxxxx Xxxxxx Title: President and Chief Financial Officer OCI BEAUMONT LLC By Name: Xxxxx Xxxxxx Title: President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: BARCLAYS CAPITAL INC. By Authorized Signatory By: CITIGROUP GLOBAL MARKETS INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per Common Unit for the Securities shall be $[Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt —]. The purchase price per Common Unit for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $[—], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[—] per Common Unit, subject to adjustment in accordance with Section 2(b) for distributions declared by the Partnership and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxx & Company LLC X.X. Xxxxxx Securities LLC [Name(s) of Other Underwriters] Total ------------------------ [$— ] ======================== The Underwritten Securities shall have the following terms:Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign (including by manual, facsimile or electronic signature) and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES M&T BANK CORPORATION By: ---------------------------------------- /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Executive Vice President and Treasurer [Signature Page to the Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director [AgentSignature Page to the Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. By: ------------------------------------- /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director [AgentSignature Page to the Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: RBC CAPITAL MARKETS, LLC By: ------------------------------------- /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Exhibit Managing Director CONFIRMED AND ACCEPTED, as of the date first above written: UBS SECURITIES LLC By: /s/ Dominic Hills Name: Dominic Hills Title: Associate Director By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities")hereto. Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the SCHEDULE A The purchase price set forth belowper share for the Securities to be paid by the several Underwriters shall be: (i) with respect to Securities reserved for sale to retail investors, $24.2125 per depositary share and (ii) with respect to Securities reserved for sale to certain institutions, $24.7500 per depositary share. Principal Amount Name of Underwriter Number of Underwritten Depositary Shares Xxxxxx Xxxxxxx & Co. LLC 4,200,000 BofA Securities, Inc. 4,200,000 X.X. Xxxxxx Securities ----------- -------------------------- LLC 4,200,000 M&T Securities, Inc. 1,800,000 RBC Capital Markets, LLC 4,200,000 UBS Securities LLC 4,200,000 Xxxxx Fargo Securities, LLC 4,200,000 Academy Securities, Inc. 300,000 Xxxxxxx Xxxxx & Co. LLC 600,000 Xxxxxxxxx LLC 300,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 1,200,000 Xxxxxx X. Xxxxxxx & Company, Inc. 300,000 TD Securities (USA) LLC 300,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:30,000,000 SCHEDULE B Issuer Free Writing Prospectuses

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yoursYours very truly, CATERPILLAR FINANCIAL SERVICES NORTH AMERICAN PALLADIUM LTD. By: (signed) “Trent C.A. Xxxx” Name: Trent C.A. Xxxx Title: Vice-President Corporate Development and General Counsel By: (signed) “Xxxxxxx X. Swinoga” Name: Xxxxxxx X. Swinoga Title: Vice President, Finance and CFO The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to. ACCEPTED as of this 16th day of April, 2012. Yours very truly, SCOTIA CAPITAL INC. By: (signed) “Xxxx Xxxxxxxx” Name: Xxxx Xxxxxxxx Title: Managing Director RBC DOMINION SECURITIES INC. By: (signed) “Xxxxx Xxxxxx” Name: Xxxxx Xxxxxx Title: Managing Director CORMARK SECURITIES INC. By: (signed) “Xxxx Xxxxxxxxx” Name: Xxxx Xxxxxxxxx Title: Co-Head Investment Banking, Managing Director XXXXXXX XXXXX LTD. By: (signed) “Xxxx Xxxxxxx” Name: Xxxx Xxxxxxx Title: Managing Director MACQUARIE CAPITAL MARKETS CANADA LTD. By: (signed) “Xxx Xxxxxxx” Name: Xxx Xxxxxxx Title: Managing Director (signed) “Xxxxxx Xxx” Name: Xxxxxx Xxx Title: Managing Director, Mining CREDIT SUISSE SECURITIES (CANADA), INC. By: (signed) “Xxx Xxxxx” Name: Xxx Xxxxx Title: Managing Director GMP SECURITIES L.P. By: (signed) “Xxx X’Xxxxxxxx” Name: Xxx X’Xxxxxxxx Title: Managing Director XXXXXXX SECURITIES INC. By: (signed) “Xxxx XxXxxxxx” Name: Xxxx XxXxxxxx Title: Managing Director OCTAGON CAPITAL CORPORATION By: ---------------------------------------- (signed) “Xxxxx Xxxxxxx” Name: Xxxxx Xxxxxxx Title: CONFIRMED AND ACCEPTED, as Chief Financial Officer SCHEDULE A UNDERWRITERS’ ALLOCATION Name of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION Underwriter Number of Securities Percentage Scotia Capital Inc. (a Delaware corporation1) Debt 4,294,000 38 % RBC Dominion Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation Inc.(1) 3,390,000 30 % Cormark Securities Inc. 904,000 8 % Xxxxxxx Xxxxx Ltd. 791,000 7 % Macquarie Capital Markets Canada Ltd. 565,000 5 % Credit Suisse Securities (the "Company"Canada), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Inc. 339,000 3 % GMP Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten L.P. 339,000 3 % Xxxxxxx Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Inc. 339,000 3 % Octagon Capital Corporation 339,000 3 % TOTAL 11,300,000 100 %

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement(Signature Page Follows) Sincerely, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its termsXXXXXXXX ENERGY SERVICES INC. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- By /s/ X. Xxxxxx Xxxxxxx Name: X. Xxxxxx Xxxxxxx Title: Chief Executive Officer, President and Director Xxxxxxxx Energy Services Inc. Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXX XXXXXXX & CO. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: ------------------------------------- XXXXX XXXXXXX & CO. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Principal For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. Xxxxxxxx Energy Services Inc. Underwriting Agreement SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $10.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.40, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.60 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,777,778 Xxxxx Xxxxxxx & Co. 2,268,518 Citigroup Global Markets Inc. 972,223 Barclays Capital Inc. 833,334 Tudor, Pickering, Xxxx & Co. Securities, Inc. 833,334 Evercore Group L.L.C. 740,741 Xxxxxxxx Inc. 462,963 Capital One Securities, Inc. 370,368 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:9,259,259 Sch A - 1 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholder(s) a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholder(s) in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: TUBEMOGUL, INC. By Title: [NAME] By As Attorney-in-Fact acting on behalf of the Selling Shareholder(s) named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] X. X. XXXXXX SECURITIES LLC By Authorized Signatory By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $●. The purchase price per share for the Securities to be paid by the several Underwriters shall be $●, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $● per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. JMP Securities LLC Xxxxxxxxxxx & Co. Inc. Total ------------------------ SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold TubeMogul, Inc. ● ● [$LIST SELLING SHAREHOLDERS] ======================== The Underwritten Securities shall have the following terms:● 0 Total SCHEDULE C-1

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: II-VI INCORPORATED By /s/ Xxxx Xxxx Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit BOFA SECURITIES, INC. By /s/ Xxxxxxxxx Xxxxxxxx Authorized Signatory X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxx Xxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A Name of Underwriter Number of Initial Securities TERMS AGREEMENT Dated:___________BofA Securities, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleInc. 1,000,000 X.X. Xxxxxx Securities LLC 460,000 Citigroup Global Markets Inc. 440,000 Deutsche Bank Securities Inc. 30,000 Xxxxxx Xxxxxxx & Co. LLC 30,000 Barclays Capital Inc. 20,000 Xxxxx-Xxxxxx Capital Group LLC 20,000 Total 2,000,000 SCHEDULE B Free Writing Prospectuses Final Term Sheet, Tennessee 37023attached as Schedule C hereto. SCHEDULE C Final Term Sheet Pricing Term Sheet Free Writing Prospectus dated as of July 1, 2020 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplements each dated June 30, 2020 to the Prospectus dated June 30, 2020 Registration No. 333-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation239549 II-VI Incorporated Concurrent Offerings of 9,302,235 Shares of Common Stock, a Delaware corporation no par value per Share (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities “Common Stock”) (the "Securities"“Common Stock Offering”) (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below 2,000,000 Shares of 6.00% Series A Mandatory Convertible Preferred Stock (the "Underwriters"“Mandatory Convertible Preferred Stock Offering”)] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Operating Partnership in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION FARMLAND PARTNERS INC. By: ---------------------------------------- /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer and Treasurer FARMLAND PARTNERS OPERATING PARTNERSHIP, LP By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer and Treasurer [Signature page to Underwriting Agreement.] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX X. XXXXX & CO. INCORPORATED By: [Agent] /s/ Xxxx Xxxxxxxxxx Authorized Signatory XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ------------------------------------- Name: Title: By: /s/ Xxxx X. Xxxxxxx Authorized Signatory Each, for itself and as a representative of the other Underwriters named in Schedule A hereto, if any. [AgentSignature page to Underwriting Agreement.] By: ------------------------------------- Name: Title: Exhibit SCHEDULE A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $11.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $10.74375, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.50625 per share, subject to adjustment in accordance with Section 2(b) hereof for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxx X. Xxxxx & Co. Incorporated 1,131,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,131,500 Xxxxxxxxxx Securities, Inc. 465,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 310,000 FBR Capital Markets & Co. 62,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:3,100,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR STIFEL FINANCIAL SERVICES CORPORATION By: ---------------------------------------- CORP. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: SVP & CFO [Underwriting Agreement Signature Page] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: [Agent] /s/ Xxxxx Xxxxxxx Authorized Signatory XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: /s/ Xxxx Xxxxxx Authorized Signatory XXXXXX XXXXXXX & CO. LLC By: [Agent] /s/ Yurij Slyz Authorized Signatory UBS SECURITIES LLC By: ------------------------------------- Name/s/ Xxxxx Xxxxxx Authorized Signatory By: Title: Exhibit /s/ Xxxx Xxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price of the Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount shall be 100% of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount thereof, plus accrued interest, if any, from the date of Underwritten Securities [opposite their names set forth below] at the issuance. The purchase price set forth belowto be paid by the Underwriters for the Securities shall be 97.00% of the principal amount thereof. The interest rate on the Securities shall be 6.70% per annum. We may redeem the notes in whole or in part on or after January 15, 2015 at our option at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to the date of redemption. Name of Underwriter Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Xxxxxx, Xxxxxxxx & Company, Incorporated $ 38,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 38,500,000 Xxxxxx Xxxxxxx & Co. LLC 38,500,000 UBS Securities LLC 38,500,000 Credit Suisse Securities (USA) LLC 17,500,000 U.S. Bancorp Investments, Inc. 3,500,000 Total ------------------------ $ 175,000,000 SCHEDULE B Free Writing Prospectuses Final Term Sheet SCHEDULE C Free Writing Prospectus Filed pursuant to Rule 433 Registration Number 333-178969 Stifel Financial Corp. $175,000,000 6.70% Senior Notes due January 2022 Term Sheet January 18, 2012 Issuer: Stifel Financial Corp. (NYSE: SF) Title of Security: 6.70% Senior Notes due January 2022 Type of Offering: SEC Registered Principal Amount: $175,000,000 Trade Date: January 18, 2012 Settlement Date (T+3): January 23, 2012 Maturity Date: January 15, 2022 Optional Redemption: Par call on or after January 15, 2015 Expected Ratings: [Intentionally omitted] Coupon: 6.70% quarterly Interest Payment Dates: Each January 15, April 15, July 15 and October 15 First Interest Payment Date: April 15, 2012 Price to Public: $] ======================== 25.00 per Security Underwriters’ Discount: $0.75 per Security Price to Issuer: $24.25 Proceeds, Before Expenses: $169,750,000 CUSIP / ISIN: 000000000 / US8606302011 Proposed Listing: NYSE Joint Book-Running Managers: Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Joint Lead-Manager: Credit Suisse Securities (USA) LLC Co-Manager: U.S. Bancorp Investments, Inc. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The Underwritten issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxx, Xxxxxxxx & Company, Incorporated at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322, Xxxxxx Xxxxxxx & Co. LLC toll-free at 0-000-000-0000 or UBS Securities shall have LLC toll-free at 0-000-000-0000, ext. 561 3884. This pricing term sheet supplements the following terms:preliminary form of prospectus supplement issued by Stifel Financial Corp. on January 18, 2012 relating to its Prospectus dated January 11, 2012. SCHEDULE D List of Subsidiaries Subsidiaries of the Company Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxx Xxxxxxxx Insurance Agency, Incorporated Century Securities Associates, Inc. CSA Insurance Agency, Incorporated Stifel Asset Management Corp. Xxxxxxx, Xxxxxx Inc. Xxxxxx Xxxxxxxx Limited Xxxx Xxxx Holdings, LLC First Service Financial Company Stifel Bank & Trust Stifel Bank – CDC Choice Financial Partners, Inc. Xxxxxx Xxxx & Co., Inc. Broadway Air Corp. Stifel Financial Capital Trust II Stifel Financial Capital Trust III Stifel Financial Capital Trust IV Missouri Valley Partners Xxxxxx Xxxxxxxx Canada Inc. Xxxxxx Xxxxxxxx Europe Limited Stone & Xxxxxxxxx LLC Stifel Trust Company Xxxxxx Xxxxxx Partners Group, Inc. Xxxxxx Xxxxxx Partners LLC Xxxxxx Xxxxxx Capital Management LLC Xxxxxx Xxxxxx Venture Partners LLC Xxxxxx Xxxxxx Healthcare Venture Partners LLC Xxxxxx Xxxxxx Global Growth Partners LLC Xxxxxx Xxxxxx Asset Management LLC TW Asset Management LLC Xxxxxx Xxxxxx Partners Insurance Services LLC TWP Holdings Company (Canada), Inc. TWP Acquisition Company (Canada), Inc. Xxxxxx Xxxxxx Capital Corporation Exhibit A-1 FORM OF OPINION OF XXXXX XXXX LLP, COUNSEL FOR THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 5(b) 1. Based solely on a recently dated good standing certificate from the Secretary of State of the State of Delaware the Company is validly existing as a corporation, in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease and operate its properties to conduct its business as described in the Prospectus and the General Disclosure Package and to enter into and perform its obligations under the Underwriting Agreement.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION BLACK DIAMOND, INC. By: ---------------------------------------- Name: /s/ Rxxxxx Xxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: PXXXX XXXXXXX & CO. By: [Agent] By: ------------------------------------- /s/ Cxxxxxxx X. Cxxxxxxxx Name: Cxxxxxxx X. Cxxxxxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Managing Director For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $7.50. The purchase price per share for the Non-Reserve Securities and the Option Securities to be paid by the several Underwriters shall be $7.05, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.45 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount The purchase price per share for the Reserved Securities to be paid by the several Underwriters shall be $7.50, being an amount equal to the initial public offering price. Name of Underwriter Number of Underwritten Non-Reserve Securities ----------- -------------------------- Number of Reserve Securities Pxxxx Xxxxxxx & Co. 7,450,000 1,117,500 Wx Xxxxx & Co. 300,000 45,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:7,750,000 1,162,500 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives and Underwriters, the Company and Yield LLC in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION NRG YIELD, INC. By: ---------------------------------------- /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer NRG YIELD LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX, SACHS & CO. By: [Agent] XXXXXXX, XXXXX & CO. By: ------------------------------------- /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit Managing Director For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION hereto. SCHEDULE A The public offering price per share for the Securities shall be $22.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $21.285, being an amount equal to the public offering price per share set forth above less $0.715 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx, Sachs & Co. 7,356,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,678,000 Citigroup Global Markets Inc. 3,187,600 Xxxxxx Xxxxxxx & Co. LLC 1,716,400 X.X. Xxxxxx Securities LLC 1,716,400 Credit Suisse Securities (a Delaware corporationUSA) Debt LLC 1,716,400 RBC Capital Markets, LLC 1,471,200 Barclays Capital Inc. 1,471,200 Deutsche Bank Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation Inc. 735,600 KeyBanc Capital Markets Inc. 735,600 Mitsubishi UFJ Securities (the "Company"USA), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Inc. 735,600 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:24,520,000 Sch A SCHEDULE B Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Blue Bird Parties and the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Blue Bird Parties and the Company Selling Stockholders in accordance with its terms. [Signature page follows] Very truly yours, CATERPILLAR FINANCIAL SERVICES BLUE BIRD CORPORATION By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Financial Officer SCHOOL BUS HOLDINGS INC. By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Financial Officer COLISEUM PARTNERS L.P. as Selling Stockholder By: ---------------------------------------- Coliseum Capital, LLC, its general partner By /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Manager XXXXXXXXX PARTNERS LLC – SERIES A as Selling Stockholder By: Coliseum Capital Management, LLC, its Attorney-in-Fact By /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Partner ASP BB HOLDINGS LLC as Selling Stockholder By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. By: [Agent] BOFA SECURITIES, INC. By /s/ Xxxx Xxxxxx Authorized Signatory BARCLAYS CAPITAL INC. By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit BARCLAYS CAPITAL INC. By /s/ Xxxxxx Xxxxx Authorized Signatory For themselves and as a Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $20.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.20, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.80 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- BofA Securities, Inc. 1,215,000 Barclays Capital Inc. 1,215,000 Xxxxxxxxx LLC 675,000 BMO Capital Markets Corp. 337,500 Xxxxx Xxxxxxx & Co. 337,500 Xxxxx-Xxxxxx Capital Group LLC. 225,000 X.X. Xxxxxxxx & Co. 225,000 Xxxx Capital Partners, LLC 225,000 Academy Securities, Inc. 45,000 Total ------------------------ [$] ======================== The Underwritten 4,500,000 Sch A SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold ASP BB Holdings LLC 1,500,000 225,000 Coliseum Capital Partners L.P. 2,281,311 342,197 Xxxxxxxxx Partners LLC – Series A 718,689 107,803 Total 4,500,000 675,000 Sch B SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives you and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION WASHINGTON REAL ESTATE INVESTMENT TRUST By: ---------------------------------------- ______________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [AgentName(s) of Representative(s)] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: _______________________________ Authorized Signatory Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION WASHINGTON REAL ESTATE INVESTMENT TRUST (a Delaware corporationMaryland real estate investment trust) Debt Securities [Title of Securities] TERMS AGREEMENT Dated:___________, __199__ To: Caterpillar Washington Real Estate Investment Trust 00000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxx X. Finger Senior Vice President and Chief Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Officer Ladies anx Xxxxxxxxxand Gentlemen: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation We (the "Representatives") understand that Washington Real Estate Investment Trust (the "Company"), proposes to issue and sell $ $_________ aggregate principal amount of its [senior][subordinated] debt securities (the "Debt Securities") ([such securities also being hereinafter referred to as as] the "[Initial] Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchasepurchase [, [severally and not jointly], ,] the principal amount of [Initial] Underwritten Securities [opposite their names set forth below] [, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased] at the purchase price set forth below. Principal Amount Underwriter of [Initial] Underwritten Securities ----------- -------------------------- ------------------------------------ ________________ Total ------------------------ [$] ======================== ________________ ________________ The Underwritten Securities shall have the following terms:: [Debt Securities]

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION E2OPEN, INC. By: ---------------------------------------- Name: Title: SELLING STOCKHOLDERS By: Name: Xxxx X. Xxxxxxxx Title: Attorney-in-Fact By: Name: Xxxxx X. Xxxxxxx Title: Attorney-in-Fact By: Name: Xxxxx Xxxx Title: Attorney-in-Fact CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] By: ------------------------------------- Name: Title: By: Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt —]. The purchase price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $[—], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Company, L.L.C. Pacific Crest Securities Canaccord Genuity Inc. Xxxxxxx & Company, LLC Total ------------------------ [$—] ======================== The Underwritten Sch A-1 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold E2open, Inc. [Selling Stockholders] Total Sch B-1 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION ByCOMPANY: ---------------------------------------- KINETIK HOLDINGS INC. By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and Chief Executive Officer SELLING STOCKHOLDER: APACHE MIDSTREAM LLC By /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Senior Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX XXXXX & CO. LLC By /s/ Xxxxxxx Xxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________hereto. SCHEDULE A The initial public offering price per share for the Common Stock shall be $33.75. The purchase price per share for the Common Stock to be paid by the several Underwriters shall be $32.69531, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.054690 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxxxx Xxxxx & Co. LLC 2,318,808 347,821 BofA Securities, Inc. 1,640,433 246,065 X.X. Xxxxxx Securities LLC 1,640,433 246,065 Mizuho Securities USA LLC 1,640,433 246,065 Citigroup Global Markets Inc. 425,380 63,807 HSBC Securities (USA) Inc. 425,380 63,807 Xxxxxx Xxxxxxx & Co. LLC 425,380 63,807 MUFG Securities Americas Inc. 425,380 63,807 Scotia Capital (USA) Inc. 425,380 63,807 Truist Securities, Inc. 425,380 63,807 Barclays Capital Inc. 360,322 54,048 RBC Capital Markets, LLC 360,322 54,048 TD Securities (USA) LLC 360,322 54,048 Capital One Securities, Inc. 125,112 18,767 PNC Capital Markets LLC 125,112 18,767 Xxxxxxx Xxxxx & Associates, Inc. 125,112 18,767 Regions Securities LLC 125,112 18,767 Total ------------------------ [$] ======================== The Underwritten 11,373,801 1,706,070 Name of Affiliated Purchaser Number of Initial Securities shall have the following terms:Number of Option Securities to be Purchased if Maximum Option Exercised Xxxxx Xxxxx 14,814 0 Total 14,814 0 Sch A Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR STIFEL FINANCIAL SERVICES CORPORATION By: ---------------------------------------- CORP. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. [AgentUnderwriting Agreement Signature Page] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: /s/ Xxxxx Xxxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. XXXXXX XXXXXXX & CO. LLC By: [Agent] By: ------------------------------------- Name: Title: Exhibit /s/ Yurij Slyz Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The purchase price to be paid by the Underwriters for the Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (shall be 96.85% of the "Company"), proposes to issue and sell $ aggregate principal amount thereof. Name of its debt Underwriter Principal Amount of Securities Xxxxx, Xxxxxxxx & Xxxxx, Inc. $ 66,666,675 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 66,666,675 Xxxxxx Xxxxxxx & Co. LLC $ 66,666,650 Total $ 200,000,000 SCHEDULE B Free Writing Prospectuses Final Term Sheet, dated September 27, 2017 SCHEDULE C Free Writing Prospectus Filed pursuant to Rule 433 Registration Statement No. 333-219926 Stifel Financial Corp. $200,000,000 5.20% Senior Notes due 2047 Term Sheet September 27, 2017 Issuer: Stifel Financial Corp. (NYSE: SF) Title of Security: 5.20% Senior Notes due 2047 Type of Offering: SEC Registered Principal Amount: $200,000,000 Over-allotment Option: $30,000,000 Trade Date: September 27, 2017 Settlement Date (T+5): October 4, 2017 Maturity Date: October 15, 2047 Optional Redemption: Par call on or after October 15, 2022 Expected Ratings: BBB- by Standard & Poor’s Ratings Group BBB by Fitch Ratings, Inc. Coupon: 5.20% Interest Payment Dates: Each January 15, April 15, July 15 and October 15 Record Dates: Each January 1, April 1, July 1 and October 1 First Interest Payment Date: January 15, 2018 Price to Public: $25.00 per Security Underwriters’ Discount: $0.7875 per Security Price to Issuer: $24.2125 Proceeds, Before Expenses: $193,700,000 CUSIP / ISIN: 860630 607 / US8606306079 Proposed Listing: NYSE – SFB Joint-Book-Running Managers: Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Stifel Financial Corp. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Stifel Financial Corp. has filed with the SEC for more complete information about Stifel Financial Corp. and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, you can request the prospectus by calling Xxxxx, Xxxxxxxx & Xxxxx, Inc. toll-free at 1-800-966-1559, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxx Xxxxxxx & Co. LLC toll-free at 0-000-000-0000. It is expected that the delivery of the securities will be made on or about the closing date specified on the cover page of this prospectus supplement, which will be the 5th business day following the date of the pricing of the securities (the "Securities") (such securities also this settlement cycle being hereinafter referred to as the "Underwritten Securities"“T+5”). Subject Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the terms parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on the date hereof or the next two succeeding business days will be required, by virtue of the fact that the securities initially will settle in T+5, to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and conditions set forth or incorporated should consult their own advisor. This pricing term sheet supplements the preliminary prospectus supplement issued by reference hereinStifel Financial Corp. on September 27, we [2017 relating to its prospectus dated August 17, 2017. SCHEDULE D List of Subsidiaries Subsidiaries of the underwriters named below Company Xxxxxx, Xxxxxxxx & Company, Incorporated Xxxxxx Xxxxxxxx Insurance Agency, Incorporated Xxxx Xxxx Holdings, LLC Xxxxxx Xxxxxxxx Investment Consulting Co. Ltd. Broadway Air Corp. Century Security Associates, Inc. Choice Financial Partners, Inc. Xxxxx Partners, LLC CPE (UK) Ltd. Xxxxx Partners (UK) LLP Xxxxx Partners Advisors (HK) Limited Xxxxx Partners Investment Advisory (Shanghai) Co., Ltd. KBW, LLC Xxxxx, Xxxxxxxx & Xxxxx, Inc. KBW Asset Management, Inc. MB Advisory Group LLC Xxxxxx Buckfire & Company, LLC Stifel Aviation Asset Management, LLC Stifel Aviation Finance Acquisition, LLC Stifel Aviation Management, LLC Stifel Bank & Trust SBT Ventures, LLC Stifel Bank Community Development Corporation Stifel Bank – CDC – 000 X. Xxxxxxxx, Inc. 1919 Investment Counsel, LLC 1919 Services Company, LLC Stifel Financial Capital Trust II Stifel Financial Capital Trust III Stifel Financial Capital Trust IV Xxxxxx Xxxxxxxx Europe Limited ISM Investment Holdings Limited ISM Corporate Services Limited ISM Capital LLP Stifel Trust Company, Delaware, National Association Stifel Trust Company, National Association Stifel Syndicated Credit, LLC Stifel Venture Corp. Stone & Xxxxxxxxx LLC Xxxxxx Xxxxxx Partners Group, Inc. Xxxxxx Xxxxxx Partners LLC Xxxxxx Xxxxxx Capital Management LLC Xxxxxx Xxxxxx Venture Partners LLC Xxxxxx Xxxxxx Healthcare Venture Partners LLC Xxxxxx Xxxxxx Global Growth Partners LLC Xxxxxx Xxxxxx Asset Management LLC Xxxxxxx Capital Management, LLC Sagewood Asset Management LLC Exhibit A-1 FORM OF OPINION OF XXXXX XXXX LLP, COUNSEL FOR THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 5(b) Based solely on a recently dated good standing certificate from the "Underwriters")] offer to purchase, [severally and not jointly]Secretary of State of the State of Delaware, the principal amount Company is validly existing as a corporation in good standing under the laws of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter State of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have Delaware, with all requisite corporate power and authority to own, lease and operate its properties, to conduct its business as described in the following terms:Prospectus and the General Disclosure Package and to enter into and perform its obligations under the Underwriting Agreement.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company MLPF&S a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXXXX FUND LTD. By: ---------------------------------------- Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, as As of the date first above written: By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: ByFor themselves and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Xxxxxxxx Fund Ltd. 5.375% Series A Cumulative Preferred Shares Name of Underwriter Number of Shares Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,100,000 G.research, Inc. 100,000 Total 1,200,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per share. SCHEDULE C Number of Securities: [Agent] By1,200,000 Dividend Rate (cumulative from August 9, 2016): 5.375% Settlement Date: ------------------------------------- NameAugust 9, 2016 Underwriting Discount per share: Title$0.7875 Optional Redemption Date: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________On or after August 9, ____ To2021 Net Proceeds: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville$29,055,000 SCHEDULE D Rule 482 Statement Rule 482 ad filed under Rule 497 on August 4, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation2016. SCHEDULE E Opinion of Skadden, a Delaware corporation Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-1 Opinion of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP SCHEDULE F-2 Opinion of Internal Counsel to the Adviser SCHEDULE G XXXXXXXX FUND LTD. TREASURER’S CERTIFICATE August 4, 2016 I, Xxxxx Xxxxxxx, Treasurer of Xxxxxxxx Fund Ltd. (the "Company"“Fund”) do hereby certify that I am the Treasurer and principal financial officer of the Fund. In that capacity, I have reviewed the Fund’s registration statement dated July 21, 2016 (the “Registration Statement”) and the preliminary prospectus supplement dated August 4, 2016 (the “Preliminary Prospectus Supplement”), proposes each relating to issue and sell $ aggregate principal amount the offering of its debt securities 1,200,000 of the Fund’s Series A Cumulative Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"“Offering”). Subject Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the terms Underwriters, to the best of my information, knowledge and conditions set forth or incorporated by reference hereinbelief, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following termsthat:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders listed on Schedule B-2 hereto a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION XXXXXXXX XXXXX, INC. By: ---------------------------------------- /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: General Counsel and Secretary ORIX HLHZ HOLDING LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer The Selling Stockholders named in Schedule B-2 hereto By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B-2 hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX, SACHS & CO. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ------------------------------------- Name: Title: /s/ Xxxxxx Xxxxxxx Xxxxxx Authorized Signatory By: [Agent] XXXXXXX, XXXXX & CO. By: ------------------------------------- Name: Title: Exhibit /s/ Xxxx Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $21.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.5825, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $1.4175 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,675,000 Xxxxxxx, Sachs & Co. 3,675,000 UBS Securities LLC 840,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 840,000 Xxxxxxxx Xxxxx Capital, Inc. 525,000 Sandler X’Xxxxx & Partners, L.P. 525,000 JMP Securities LLC 420,000 Total ------------------------ [$] ======================== 10,500,000 XXXXXXXX X-0 Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold ORIX HLHZ Holding LLC 8,020,289 1,575,000 SCHEDULE B-2 Name Number of Initial Securities to be Sold Xxxxx, Xxxxx 441 Xxxxxx, Xxxxxx 9,742 Xxxxxxxx, Xxxxxxx 437 Xxxxxxx Stock Trust 67,848 Xxxxxx, Xxxxx 1,203 Xxxxx, Xxxxx 1,659 Alley, Xxxxx Xxxxxxx 15,827 Xxxxxx, Xxxxxxx 5,021 Xxxxxxxx, Xxxx 3,932 Xxxxxxxxx, Xxxxx 48,357 Xxxxxxx, Xxxxxxx 2,083 Xxxxxx, Xxxxx 43 Xxx-Xxxxxxxx, Xxxxxxx 427 Xxxxxxxxx, Xxxxxxx 5,674 Xxxx, Xxxxxxx 264 Xxxxxxxxx, Xxxxxxxxx 12 Xxxxxx, Xxxxx 1,762 Xxxxxxxxx, Xxxxxxx 407 Xxxxx, Xxxxxxx 1,333 Xxxxxxxx, Xxxxxxx 608 Xxxxxxxx, Xxxx 3,830 Xxxxx, Xxxxx 1,345 Xxxxxxx, Xxxxxxx 43 Xxxxxx, Xxxx 38,797 Xxxx, Xxxxxxx 213 Xxxx, Xxx 334 Xxxxxx, Xxxxx 1,273 Xxxxxxxx, Xxxxxx 000 Xxxxxxx, Xxxx 366 Xxxx, Xxxxxxxx 155 Xxxxxxxxx, Xxxx 278 Xxxx, Xxxxx 332 Xxxx, Xxxxxx 3,343 Cheng, Man Wah 1,229 Xxxxxxxxx, Xxxxxxxx 23,390 Xxxxx, Xxxxx 2,535 Xxxxxx, Xxxx 8,669 Xxxxx, Xxxx 891 Xxxxx, Xxxxxxxxxxx 3,917 Xxxxx, Xxxxxxxxxxx 11,447 Xxxxxxxxxx, Xxxxx 340 Xxxxx, Xxxx 206 Xxxxxx, Xxxxxxx 3,155 Xxxxx, Xxxxxx 145 Dereuver, Gijs 2,685 Xxxxxxx, Xxxxx 20,403 Xxxxxx, Xxxxxx 4,170 Xxxxx, Xxxxxxx 906 Xxxxxxx, Xxxx 2,757 Xxxxxxx, Xxxx 16,089 Xxxxxxxx, Xxxxx 9,141 Xxxxxx, Xxxxxxxxxxx 3,530 Xxxxxxx, Xxxxxxx 000 Xxxxxx X. Xxxxxxx, Trustee of the Xxxxxxx Stock Trust 15,696 Xxxxx, Xxxxxxx 37,403 Xxxxxxxxx, Xxxxx 33,653 Xxxxxx, Xxxxx 42 Finger, Xxxx 6,715 Xxxxxxx, Xxxxx 1,712 Xxxxx, Xxxxxxxxxxx 2,046 Xxxxx, Xxxx 4,017 Xxxxxxx, Xxxx 19,910 Xxxxxxxxx, Xxxxx 191 Xxxxxx, Xxxxx 51 Xxxxxx, Xxxxx 780 Xxxx, Xxxxx 245 Xxxxxx, Xxxxxx (Xxxx) 4,080 Xxxxxx, Xxxxxxx 468 Xxxxx, Xxx Xxx 2,285 Xxxxxxx, Xxxx 16,812 Xxxxxxxxxxx, Xxxxxxx 33 Xxxxxx, Xxxx 1,033 Xxxxx, Xxxxx 00 Xxxxxxxx, Xxxx 301 Xxxxxxxx, Xxxxxxx 457 Xxxx, Xxxxxx 1,909 Xxxxx, Xxxxxx 525 Xxxxxx, Xxxx-Xxxx 9,560 Xxxxxx, Tuck (Xxxxxxx) 41,038 Xxxxxx, Xxxxxxx 284 Xxxxx, Xxxxxx 23 Xxxxxx, Xander 568 Xxxxx, Xxxxx 63,827 Xxxx, Xxxxxxx 4,599 Xxxx, Xxxxxx 69,247 Xxxxxxxx, Xxxxxx 945 Xxxxxx, Xxxxx 5,811 Xxxxx, Xxxxxx 76 Xxxx, Xxxxxx 1,022 Xxxxx, Xxx 1,909 Itami, Yuka 89 Xxxx Xxxxx Stock Trust 46,996 Xxxxxxx, Xxxx 6,007 Xxxxxxx, Xxxxx 1,812 Xxxxxxxx, Xxxxxxx 1,909 Xxxxx, Xxxxxxx 1,091 Xxxxxxx, Xxxxxxx 1,671 Xxxxxxx, Xxxx 835 Xxxxxx, Xxxxxxx 9,474 Xxxxxxxxx, Xxxxxxx 1,268 Xxxxx, Xxxxx 3,937 Xxxxxxx, Xxxxxx 1,795 Xxxxxxx, Xxxxxx 415 Xxxxxx, Xxxxxxx 53 Xxxx, Xxxxx 2,708 Xxxxxx, Xxxxx 46 Xxxxxxxxx, Xxxxxxx 2,022 Xxxxxxxxx, Xxxxxxxx 00 Xxxxxxxxxxxxxxx, Xxxxxx 243 Krsicka, Xxxxxx 60 Kulaligil, Gunes 50 Xxxxxx, Xxxx 26,708 Xxxxxx, Xxxxxxx 810 Xxxxxxx, Xxxxx 31,496 Xxx, Xxxxxxxx 86 Xxx, Xxxxxx 39 Lerche, Niklas 5,841 Xxxxx, Xxxxxxx 204 Xxxxxx, Xxxxxxx 7,666 Xxxxx, Xxxxxxx 729 Xxxx, Xxxxxx 419 Xxxxxxxxx, Xxxxxx 272 Xxxx, Xxxxxx 8,669 Xxxxxx, Xxxxx 4,436 Ma, Xxxxx 12,556 Xxxxxxxxx, Xxxxxx 414 Xxxxxx, Xxxxxx 46 Xxxxx, Xxxxx 659 Xxxxxx, Xxxxxxx 1,713 Xxxxxxxx X. Xxxxx Stock Trust 5,914 Xxxxxx, Xxxxx 1,569 Xxxxxxxx, Xxxxx 34,828 Xxxxxxxx-Xxxxxxx, Xxxxxx 8,149 Xxxxxxx, Xxxxxxx 1,125 Xxxxx, Xxxxxxx 46 Xxxxxxxxxx, Xxxx 81,967 Xxxxxxx, Xxxxx 225 Xxxxxxxxx, Xxxxxxx 9,776 Xxxxxxxx, Xxxxx 10,248 Xxxxxxxx, Xxxxx 879 Xxxxxxxxxx, Xxxxxxx 607 Xxxxxxx, Xxxxxxx 6,302 Xxxxxxxxxxxxx, Xxxx 352 Xxxxx, Xxxxx 4,069 Xxxxxx, Xxxxxx 48,831 Xxxxxx, Xxx 3,322 Xxxxxxx, Xxxxxxx 47 Xxxxxxxx, Xxxxxxx 431 Xxxxxxxx, Xxxx 13,341 Xxxxxx, Xxxx 265 Xxxxxx, Xxxxx 1,125 Xxxxxxx, Xxxxxxx 16,749 Xxxxx, Xxxxxx 193 Xxxxx, Xxx 41,318 X’Xxxxxxx, Xxxxxx 437 X’Xxxxx, Xxxx 670 Xxxx, Xxxxx 563 Page, Xxxxx 1,192 Xxxxx, Xxxx 10,946 Xxxxxx, Xxxx 2,170 Xxxxxxxxxxx, Xxxxxxx 42,433 Xxxxxx, Xxxxxxx 646 Xxxxxxx, Xxxxxx 871 Xxxxx, Xxxxx 6,951 Xxxxx, Xxxxxxx 1,259 Xxxxxxx, Xxxxx 55,225 Xxxxxxx, Xxxxxx 3,899 Xxxxxx, Xxxxxx 996 Xxxxxxxxxx, Xxxxx 19,891 Xxxxxxx, Xxxxx 6,511 Xxxxxxx, Xxxx 647 Xxxxx, Xxxxxx 53 Xxxxxxxxx, Xxxxxx 1,941 Xxxx, Xxxxx 19 Xxxx, Xxxxxxx 2,235 Xxxx, Xxxx 4,279 Xxxxxxx, Xxxxxx 211 Xxxxxx, Xxxxx 1,360 Xxxxxxx, Xxxxx 8,474 Xxxxxx, Xxxx 2,834 Xxxxxxxxx, Xxxxxx 2,645 Xxxxxxx, Xxxxxxx 334 Xxxxxxxxxx, Xxxx 10,935 Xxxxxxxx, Xxxxx 2,542 Xxxxxx, Xxx 1,677 Xxxx, Xxxxxxx 700 Xxxxxxxx, Xxxxxxx 3,819 Xxxxxxx, P. 67,126 Xxxxxxx, Xxxxx 5,224 Xxxxxxxxxxxxx, Xxxx 4,916 Xxxxx, Xxxx 4,069 Xxxx, Xxxxx 1,020 Song, Xxxx 1,299 Xxxxxxx, Xxxxxxx 6,874 Xxxxx, Xxxx 5,187 Xxxxxxx, Xxxxxxx 1,341 Xxxxxxxx, Xxxxx 2,119 Xxxxx, Xxxxxxx 6,467 Xxxxxxxxx, Xxxx 7,703 Xxxxx, Xxxxxx 21,172 Xxxxx, Xxxxxxx 4,133 Xxxxxxx, Xxxxxx 36,281 Xxxxx, Xxxxxxx 69 Xxxxxxxxx, Xx 750 Xxxxxx, Xxxxxx 368 Xxxxxxx, Xxxxxxx 2,147 Xxxxxx, Xxxx 1,711 Xxxxxxx Xxxxx, Trustee of the Tchen Stock Trust 19,935 Xxxxxxxxx, Xxxxx 103 The Underwritten Securities shall have the following terms:Xxxxxx Stock Trust 93,710 The Xxxxx Stock Trust 414,505 The Xxxxx Stock Trust 2,864 The Xxxx Stock Trust 23,359 The Gold Stock Trust 135,956 The Kolbrenner Stock Trust 9,642 The Xxxxxxx Stock Trust 344 The Xxxxxxxx Stock Trust 3,053 Timblick, Xxxxx 203 Xxxxxxx, Xxxxxx 18,672 Toto, Alain 65 Xxxxxxxx, Xxxxxx 17,918 Xxxxxxx, Xxxxx 246 Xxxxxx, Xxxxxxxx 3,010 Villen Xxxxx, Xxxxx 75 Xxxxxx, Xxxxx 93 Xxxx, Xxxxxx 14,500 Xxxxxxxxx, Xxxxxx 282 Xxxxxxxxxxx, Xxxxxxx 93,400 Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx Marital Trust 3,124 Xxxxxx, Xxxxxxxxxxx 25,123 Xxxxxx, Xxxxxxx 1,049 Xxxxxxxxxx, Xxxxxxx 1,341 Xxxxxxxx, Xxxx 12,984 Wu, Xxxxxx 1,164 Wulfetange, Malte 1,700 Xxxxxxxx, Xxxxxxx 2,535 Xxxxx, Xxxxxxx 275 Xxxxxx, Xxxxxxxx 295 Xxxxx, Xxxxxx 39,310 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION MB FINANCIAL, INC. By: ---------------------------------------- /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: [Agent] /s/ Xxxxxxxxxx Xxxxxx Authorized Signatory UBS Securities LLC By: ------------------------------------- Name: Title: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, Director By: [Agent] /s/ Ahmet Yetis Ahmet Yetis, Executive Director X.X. Xxxxxx Securities LLC By: ------------------------------------- Name/s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, Executive Director Sandler X’Xxxxx & Partners, L.P. By: TitleSandler X’Xxxxx & Partners Corp., the sole general partner By: Exhibit /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx An Officer of the Corporation SCHEDULE A CATERPILLAR FINANCIAL SERVICES CORPORATION The initial public offering price per share for the Depositary Share shall be $25.00. The purchase price per Depositary Share to be paid by the several Underwriters shall be $24.2125 (a Delaware corporationin the case of Securities sold to retail investors) Debt and $24.50 (in the case of Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"sold to institutional investors), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less a discount of $0.7875 per Depositary Share (in the case of Securities sold to retail investors) and $0.50 per Depositary Share (in the case of Securities sold to institutional investors). Principal Amount Underwriter Name of Underwritten Underwriters Number of Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,400,000 UBS Securities LLC 2,400,000 X.X. Xxxxxx Securities LLC 1,600,000 Sandler X’Xxxxx & Partners, L.P. 1,600,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:8,000,000 SCHEDULE B Issuer Free Writing Prospectuses

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: KARYOPHARM THERAPEUTICS INC. By Title: [LIST SELLING SHAREHOLDERS] By As Attorney-in-Fact acting on behalf of the the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED LEERINK PARTNERS LLC By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] Leerink Partners LLC [ ] JMP Securities LLC [ ] Wedbush Securities Inc. [ ] Xxxxxxxxxxx & Co. Inc. [ ] Total ------------------------ [ ] SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold Address Company [ ] [ ] [$LIST SELLING SHAREHOLDERS] ======================== The Underwritten Securities shall have the following terms:[ ] 0 Total [ ] [ ] SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between the Representatives Underwriters, the Company, IH LLC and the Company Selling Stockholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION ByINTERACTIVE HEALTH, INC. By Title: ---------------------------------------- NameINTERACTIVE HEALTH LLC By Title: The Selling Stockholders named in Schedule B hereto, acting severally By Title: By Title: By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXX PARTNERS LLC By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION hereto. 28 SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxx Partners LLC Total • Sch A-1 SCHEDULE B The Company Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold Interactive Health, Inc. 2,900,000 435,000 Whitney V, L.P. 1,766,029 264,904 X.X. Xxxxxxx Mezzanine Fund, L.P. 180,944 27,142 Whitney Private Debt Fund, L.P. 73,356 11,003 XxxxxXxxx Capital, L.P. 9,781 1,467 XxxxxXxxx Mezzanine Capital, L.P. 4,890 734 Sch. B-1 SCHEDULE C INTERACTIVE HEALTH, INC. • Shares of Common Stock (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"Par Value $0.001 Per Share), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Transaction Entities and the Manager a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Transaction Entities and the Company Manager in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION SAFEHOLD INC. By: ---------------------------------------- /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Chief Financial Officer SAFEHOLD OPERATING PARTNERSHIP LP By: Safehold OP GenPar LLC, as General Partner By /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Chief Financial Officer SFTY MANAGER LLC By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: MXXXXX SXXXXXX & CO. LLC By: [Agent] /s/ Nxxxxx Xxxxxxx Authorized Signatory BOFA SECURITIES, INC. By: ------------------------------------- Name: Title: /s/ Cxxxx Xxxxxx Authorized Signatory GXXXXXX SACHS & CO. LLC By: [Agent] /s/ Exxxx Xxxxx Authorized Signatory J.X. XXXXXX SECURITIES LLC By: ------------------------------------- Name: Title: Exhibit /s/ Dxxxxx X. Xxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $59.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $56.64, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $2.36 per share, subject to adjustment in accordance with Section 2(b) for distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Mxxxxx Sxxxxxx & Co. LLC 361,250 BofA Securities, Inc. 281,250 Gxxxxxx Sachs & Co. LLC 281,250 J.X. Xxxxxx Securities LLC 281,250 Barclays Capital Inc. 150,000 Mizuho Securities USA LLC 150,000 Truist Securities, Inc. 150,000 Capital One Securities, Inc. 100,000 Rxxxxxx Jxxxx & Associates, Inc. 100,000 SMBC Nikko Securities America, Inc. 100,000 Berenberg Capital Markets LLC 45,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:2,000,000 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Company, the Attorney-in-Fact for the Selling Shareholders and Fleetmatics Investor Holdings, L.P. a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION FLEETMATICS GROUP PUBLIC LIMITED COMPANY By Title: By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto other than Fleetmatics Investor Holdings, L.P. Fleetmatics Investor Holdings, L.P., a Cayman Islands exempted limited partnership By: ---------------------------------------- ITV Limited, as General Partner of Investcorp Technology Fund III Limited Partnership, its General Partner By: Name: Title: Director CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] BARCLAYS CAPITAL INC. By Authorized Signatory By: ------------------------------------- Name: Title: By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The offering price per share for the Securities shall be $[Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt —]. The acquisition price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $[—], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase offering price set forth belowabove less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Barclays Capital Inc. [—] Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [—] RBC Capital Markets, LLC [—] Xxxxxx Xxxxxxxx & Company [—] Xxxxxxx Xxxxx & Company, L.L.C [—] Pacific Crest Securities LLC [—] Total ------------------------ [$] ======================== The Underwritten 7,000,000 SCHEDULE B Number of Initial Securities shall have the following terms:to Be Sold Maximum Number of Option Securities to Be Sold Fleetmatics Investor Holdings, L.P. 7,000,000 610,599 Xxxxxx X. Xxxxxxxx 0 30,000 Xxxxx Xxxxx 0 3,500 Xxxxxx Xxxxxx 0 3,750 Graeme Corner 0 10,000 Xxxxx Xxxx 0 15,000 Xxxxxx Xxxxxxxxxx 0 3,000 Xxxxxx Xxxxx 0 50,000 Xxxx X. Xxxxxx 0 75,000 Xxxxxx Xxxx 0 10,000 Xxxxxxx Xxxxxxxx 0 35,000 Xxxxxx XxXxxxxx 0 2,500 Xxxxx Xxxxxxxx 0 30,000 Xxxxx Xxxxxxxxxx 0 3,000 Xxxxxx X. Xxxxxxxx 0 20,000 Xxxxx X. Xxxxxxx 0 145,651 Xxxxxx Xxxxxx 0 3,000 Total 7,000,000 1,050,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' understanding of the agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Representative a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Fund, the Adviser and the Company Administrator in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION PRIORITY INCOME FUND, INC. By: ---------------------------------------- Name: Title: PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: Name: Title: PROSPECT ADMINISTRATION LLC By: Name: Title: CONFIRMED AND ACCEPTED, as As of the date first above written: By: [Agent] LADENBURG XXXXXXXX & CO. INC. By: ------------------------------------- Name: Title: ByFor itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Priority Income Fund, Inc. [●]% Series H Term Preferred Stock Due 2026 Name of Underwriter Number of Firm Shares Ladenburg Xxxxxxxx & Co. Inc. Compass Point Research & Trading, LLC Incapital LLC National Securities Corporation Wedbush Securities Inc. Xxxxxxx Xxxxx & Company, L.L.C. [●][●][●][●][●][●] Total [1,000,000] Sched. A SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $[0.78125] per Share. Sched. B SCHEDULE C Priority Income Fund, Inc. [●]% Series H Term Preferred Stock Due 2026 Final Pricing Term Sheet May [●], 2021 Issuer: Priority Income Fund, Inc. Title of the Securities: [AgentPrivate Rating:*] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT Dated:___________, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation [●]% Series H Preferred Stock Due 2026 (the "“Shares”) [Xxxx-Xxxxx Ratings Company"): BBB-] Initial Number of Shares Being Offered: [1,000,000] Option to Purchase Additional Shares: Up to an additional [●] Shares within 30 days from the date hereof Trade Date: Settlement Date:** Underwriting Discount: May [●], proposes to issue and sell $ aggregate principal amount of its debt securities 2021 May [●], 2021 $[0.78125] per Share; $[●] total (assuming the "Securities"over-allotment option is not exercised) (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject Net Proceeds to the terms and conditions set forth or incorporated by reference hereinIssuer, we before Expenses: $[24.21875] per Share; $[●] total (assuming the underwriters named below (over-allotment option is not exercised) Initial Public Offering Price: $[25.00] per Share Liquidation Preference: $25.00 per Share Principal at Time of Payment: 100% of the "Underwriters")] offer to purchase, aggregate Liquidation Preference; payable on the Term Redemption Date. Dividend Rate: [severally and not jointly●]% per annum Day Count: 30/360 Original Issue Date: May [●], 2021 Term Redemption Date: December 31, 2026 Date Dividends Start Accruing: May [●], 2021 Dividend Payment Date: Quarterly, when, as and if declared by the principal amount Board of Underwritten Securities Directors out of funds legally available for payment, beginning [opposite their names set forth below] at the purchase price set forth below●], 2021. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:Sched. C

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. EXECUTION VERSION If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. EXECUTION VERSION Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION MONTROSE ENVIRONMENTAL GROUP, INC. By Title: By As Attorney-in-Fact acting on behalf of the Selling Stockholders (other than OCM Montrose Holdings, L.P., OCM Montrose II Holdings, L.P., OCM FIE, LLC and Messrs. Xxxxxxx, Price and Xxxxxxxxx xx Xxxxxx) named in Schedule B hereto OCM FIE, LLC By: ---------------------------------------- Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory OCM MONTROSE HOLDINGS, L.P. By: Oaktree Fund GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory OCM MONTROSE II HOLDINGS, L.P. By: Oaktree Fund GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory By Name: Xxxxxxx X. Xxxxxxx By Name: Xxxxx X. Xxxxx By Name: J. Xxxxxx Xxxxxxxxx xx Xxxxxx EXECUTION VERSION CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. XXXXXXX XXXXX & COMPANY, L.L.C. By: [Agent] BOFA SECURITIES, INC. By Authorized Signatory By: ------------------------------------- Name: Title: By: XXXXXXX XXXXX & COMPANY, L.L.C. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. EXECUTION VERSION SCHEDULE A The public offering price per share for the Securities shall be $[Agent] By: ------------------------------------- Name: Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt ●]. The purchase price per share for the Securities TERMS AGREEMENT Dated:___________to be paid by the several Underwriters shall be $[●], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- BofA Securities, Inc. [●] Xxxxxxx Xxxxx & Company, L.L.C. [●] X.X. Xxxxxx Securities LLC [●] Xxxxxx Xxxxxxx & Co. LLC [●] Total ------------------------ [$] ======================== 4,920,052 Sch A EXECUTION VERSION SCHEDULE B Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold OCM Montrose Holdings, L.P. c/o Oaktree Capital Management, L.P. 000 X. Xxxxx Xxx., 00xx Xxxxx Xxx Xxxxxxx, XX 00000 OCM Montrose II Holdings, L.P. c/o Oaktree Capital Management, L.P. 000 X. Xxxxx Xxx., 00xx Xxxxx Xxx Xxxxxxx, XX 00000 OCM FIE, LLC x/x Xxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxx Xxx., 00xx Xxxxx Xxx Xxxxxxx, XX 00000 The Underwritten Securities shall have the following terms:Price 2012 Trust The Price Trust #1 The Price Trust #2 The Xxxxxxx X. Xxxxxxx Irrevocable Trust FBO... NN The Xxxxxxx X. Xxxxxxx Irrevocable Trust FBO GC The Xxxxxxx X. Xxxxxxx Irrevocable Trust FBP AP Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION PARKWAY PROPERTIES, INC. By /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: EVP, Chief Financial Officer & Chief Investment Officer By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and General Counsel PARKWAY PROPERTIES LP By: ---------------------------------------- Parkway Properties General Partners, Inc., its general partner By /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: EVP, Chief Financial Officer & Chief Investment Officer By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and General Counsel Signature page to Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: By: [Agent] By: ------------------------------------- Managing Director, Co-Head of Americas Real Estate Investment Banking XXXXX FARGO SECURITIES, LLC By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Exhibit Director KEYBANC CAPITAL MARKETS INC. By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Sr. Managing Director RBC CAPITAL MARKETS, LLC By /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $17.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $16.56, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.69 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,585,000 Xxxxx Fargo Securities, LLC 2,585,000 KeyBanc Capital Markets Inc. 1,650,000 RBC Capital Markets, LLC 1,650,000 Credit Suisse Securities (USA) LLC 935,000 Xxxxxxx Xxxxx & Associates, Inc 935,000 BMO Capital Markets Corp 330,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 330,000 Total ------------------------ [$] ======================== The Underwritten 11,000,000 SCHEDULE B Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to Be Sold PARKWAY PROPERTIES, INC. 11,000,000 1,650,000 Total 11,000,000 1,650,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- Name: MGM Growth Properties LLC By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC EVERCORE GROUP L.L.C. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: ------------------------------------- Name: Title: X.X. XXXXXX SECURITIES LLC By Authorized Signatory By: [Agent] XXXXXX XXXXXXX & CO. LLC By Authorized Signatory By: ------------------------------------- Name: Title: Exhibit EVERCORE GROUP L.L.C. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Evercore Group L.L.C. Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. BNP Paribas Securities Corp. Fifth Third Securities, Inc. SMBC Nikko Securities America, Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Credit Agricole Securities (USA) Inc. Union Gaming Securities, LLC Scotia Capital (USA) Inc. Xxxxxxxxxxx & Co. Inc. Total ------------------------ [$●] ======================== The Underwritten Securities shall have the following terms:Sch. A Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Manager a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a valid and legally binding agreement between among the Representatives Underwriters, the Company and the Company Manager in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION TPG RE FINANCE TRUST, INC. By: ---------------------------------------- /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President TPG RE FINANCE TRUST MANAGEMENT, L.P. By: TPG Real Estate Advisors, LLC, as General Partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & ASSOCIATES, INC. By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit /s/ Jozsi Popper Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $25.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $24.2125, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $0.7875 per share, subject to adjustment in accordance with Section 2(b) for distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Total ------------------------ [Xxxxxxx Xxxxx & Associates, Inc. 6,300,000 TPG Capital BD, LLC 700,000 7,000,000 SCHEDULE B-1 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration File No. 333-226642 Relating to Preliminary Prospectus Supplement Dated June 7, 2021 to Prospectus Dated August 7, 2018 Pricing Term Sheet TPG RE Finance Trust, Inc. 6.25% Series C Cumulative Redeemable Preferred Stock (Liquidation Preference $] ======================== 25.00 Per Share) This pricing term sheet is qualified in its entirety by reference to the preliminary prospectus supplement dated June 7, 2021 and the accompanying prospectus (together, the “Preliminary Prospectus”) of TPG RE Finance Trust, Inc. (the “Issuer”) relating to the securities described therein. The Underwritten Securities shall information in this pricing term sheet supplements the Preliminary Prospectus and updates and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. Capitalized terms used and not defined herein have the following terms:meanings assigned to them in the Preliminary Prospectus. Issuer: TPG RE Finance Trust, Inc. Security: 6.25% Series C Cumulative Redeemable Preferred Stock Size: 7,000,000 shares Underwriters’ Over-allotment Option: 1,050,000 shares Rating: BBB by Xxxx-Xxxxx Ratings Company. A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. Trade Date: June 7, 2021 Settlement Date: June 14, 2021 (T+5)* Maturity: Perpetual (unless redeemed by the Issuer on or after June 14, 2026 or pursuant to its special optional redemption right, repurchased by the Issuer in the open market or converted by an investor in connection with a Change of Control) Public offering price: $25.00 per share; $175,000,000 total (assuming the over-allotment option is not exercised) Underwriting Discount and Commissions: $0.7875 per share; $5,512,500 total ($6,339,375 if the underwriters exercise their over-allotment option in full) Net Proceeds (before expenses): $169,487,500 ($194,910,625 if the underwriters exercise their over-allotment option in full) Dividend Rate: 6.25% per annum (or $1.5625 per share per annum), accruing from, and including, June 14, 2021 Dividend Payment Dates: On or about the 30th day of each March, June, September and December, commencing on September 30, 2021. The first dividend payment will cover the period from, and including, June 14, 2021 to, but not including, September 30, 2021 and will be in the amount of $0.4601 per share. Liquidation Preference: $25.00 per share, plus any accrued and unpaid distributions Optional Redemption: On and after June 14, 2026, redeemable in whole, at any time, or in part, from time to time, at a redemption price equal to $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. If the Issuer exercises its redemption right, by sending the required notice, with respect to some or all of the Series C Preferred Stock in connection with a Change of Control, holders of the Series C Preferred Stock will not be permitted to exercise the conversion rights described below in respect of any Series C Preferred Stock called for redemption, and any Series C Preferred Stock subsequently called for redemption that has been tendered for conversion will be redeemed on the applicable date of redemption instead of converted on the applicable Change of Control Conversion Date.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and the Company in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- XXXXXXX-XXXXXX HOLDINGS, INC. By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, ACCEPTED as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED DEUTSCHE BANK SECURITIES INC. By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxxx Xxxxxxxx Authorized Signatory By: ------------------------------------- Name: Title: By: DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxxx Xxxxxxx Authorized Signatory By /s/ Xxxxxx Xxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [AgentSignature Page to Underwriting Agreement] By: ------------------------------------- Name: Title: Exhibit SCHEDULE A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $13.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.35, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.65 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,125,000 Deutsche Bank Securities Inc. 2,475,000 X.Xxxxx & Co., LLC 300,000 CJS Securities, Inc. 300,000 JMP Securities LLC 300,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:7,500,000 Sch A - 1 SCHEDULE B Number of InitialSecurities to be Sold Maximum Number of OptionSecurities to Be Sold XXXXXXX-XXXXXX HOLDINGS, INC. 7,500,000 1,125,000 Total 7,500,000 1,125,000 SCHEDULE C-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Gxxxxxxx Entities a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters and each of the Company Gxxxxxxx Entities in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION GXXXXXXX CAPITAL INC. By: ---------------------------------------- /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GXXXXXXX CAPITAL ADVISERS LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GXXXXXXX CAPITAL ADMINISTRATOR LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF-SP LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF-SP II LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GSOF-SP DB LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer GCOH SUBCO 2014-1 LLC By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Operating Officer GSOIF CORPORATE LOAN POOLS LTD. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Director CONFIRMED AND ACCEPTED, as of the date first above written: RXXXXX X. XXXXX & CO., INCORPORATED By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit /s/ Mxxx X. Xxxxxxx Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $14.620. The purchase price per share for the Securities to be paid by the several Underwriters shall be $0.585, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase public offering price set forth belowabove less $14.035 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Rxxxxx X. Xxxxx & Co., Incorporated 607,493 Jxxxxx Mxxxxxxxxx Xxxxx LLC 202,497 Total ------------------------ [$] ======================== The Underwritten 809,990 Schedule A-1 SCHEDULE B Selling Stockholder Number of Initial Securities shall have the following terms:to be Sold Maximum Number of Option Securities to be Sold GSOF LLC 61,675 5,711 GSOF-SP LLC 110,131 10,197 GSOF-SP II LLC 58,077 5,378 GSOF-SP DB LLC 96,285 8,915 GCOH SubCo 2014-1 LLC 445,876 41,285 GSOIF Corporate Loan Pools Ltd. 37,946 3,514 Total 809,990 75,000 Schedule B-1 SCHEDULE C Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION FLEETMATICS GROUP PLC By: ---------------------------------------- Name: Title: By: By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: [Agent] BARCLAYS CAPITAL INC. By: ------------------------------------- Name: Title: Authorized Signatory By: [Agent] XXXXXXX LYNCH, PIERCE, XXXXXX &SMITH INCORPORATED By: ------------------------------------- Name: Title: Exhibit Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:_________shall be $ . The acquisition price per share for the Securities to be paid by the several Underwriters shall be $__, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $__ per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxxx & Company RBC Capital Markets, LLC Xxxxxxx Xxxxx & Company, L.L.C Total ------------------------ SCHEDULE B Number of Initial Securities to Be Sold Maximum Number of Option Securities to Be Sold Fleetmatics Group PLC [$6,250,000 ] ======================== The Underwritten Securities shall have the following terms:[0 ] Fleetmatics Investor Holdings, L.P. [1,562,500 ] [818,481 ] Xxxxxx X. Xxxxxxxx [0 ] [20,000 ] Xxxx X. Xxxxxx [0 ] [56,666 ] Xxxxxxx Xxxxxxxx [0 ] [23,333 ] Xxxxx Xxxxxxxx [0 ] [26,666 ] Xxxxxx X. Xxxxxxxx [0 ] [6,000 ] Xxxxx X. Xxxxxxx [0 ] [187,396 ] Xxxxxx Xxxxx [0 ] [33,333 ] Total Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company and DFH LLC a counterpart hereof, whereupon this Underwriting Agreementinstrument, along with all counterparts, will become a binding agreement between among the Representatives and Underwriters, the Company and DFH LLC in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION By: ---------------------------------------- DREAM FINDERS HOMES, INC. By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President, Chief Executive Officer and Chairman of the Board of Directors DREAM FINDERS HOLDINGS LLC By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: By: [Agent] By: ------------------------------------- Name: Title: By: [Agent] By: ------------------------------------- Name: Title: Exhibit BOFA SECURITIES, INC. By /s/ Xxx Xxxxx Authorized Signatory RBC CAPITAL MARKETS, LLC By /s/ Xxxxxxx Xxxxxxxx Authorized Signatory BTIG, LLC. By /s/ Xxxxxxx Xxxxx Authorized Signatory For itself and as Representatives of the other Underwriters named in Schedule A CATERPILLAR FINANCIAL SERVICES CORPORATION (a Delaware corporation) Debt hereto. SCHEDULE A The initial public offering price per share for the Securities TERMS AGREEMENT Dated:___________shall be $13.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.09, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $ aggregate principal being an amount of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject equal to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite their names set forth below] at the purchase initial public offering price set forth belowabove less $0.91 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Principal Amount Name of Underwriter Number of Underwritten Initial Securities ----------- -------------------------- BofA Securities, Inc. 4,272,000 RBC Capital Markets, LLC 1,440,000 BTIG, LLC 1,152,000 Builder Advisor Group, LLC 1,296,000 Xxxxxx Partners LLC 768,000 Wedbush Securities Inc. 480,000 Woodrock Securities L.P. 192,000 Total ------------------------ [$] ======================== The Underwritten Securities shall have the following terms:9,600,000 Sch A-1 SCHEDULE B-1 Pricing Terms

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with the Representatives' your understanding of the our agreement, please sign and return to the Company Operating Partnership a counterpart hereof, whereupon this Underwriting Agreement, along with all counterparts, will shall become a binding agreement between among the Representatives Underwriters and the Company Operating Partnership in accordance with its terms. Very truly yours, CATERPILLAR FINANCIAL SERVICES CORPORATION FEDERAL REALTY OP LP By: ---------------------------------------- /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Executive Vice-President-Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LLC By: [Agent] /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director PNC CAPITAL MARKETS LLC By: ------------------------------------- /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director TD SECURITIES (USA) LLC By: [Agent] /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director BOFA SECURITIES, INC. By: ------------------------------------- /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Exhibit A CATERPILLAR FINANCIAL SERVICES CORPORATION Managing Director On behalf of themselves and the other several Underwriters [Signature Page to Underwriting Agreement] SCHEDULE 1 Underwriters and Principal Amount of Notes Underwriter Principal Amount of Notes X.X. Xxxxxx Securities LLC $ 52,500,000 PNC Capital Markets LLC 52,500,000 TD Securities (a Delaware corporationUSA) Debt LLC 52,500,000 BofA Securities, Inc. 52,500,000 Regions Securities TERMS AGREEMENT Dated:___________LLC 21,875,000 Truist Securities, ____ To: Caterpillar Financial Services Corporation 2120 West End Avenue NashvilleInc. 21,875,000 U.S. Bancorp Investments, Tennessee 37023-0001 Ladies anx Xxxxxxxxx: Xx xxxxxxxxxx xxxx Xxxxxxxxxxx Xxxxxxxal Services CorporationInc. 21,875,000 Xxxxx Fargo Securities, a Delaware corporation Inc. 21,875,000 BNP Paribas Securities Corp. 9,625,000 Citigroup Global Markets Inc. 9,625,000 Deutsche Bank Securities Inc. 9,625,000 Scotia Capital (USA) Inc. 9,625,000 SMBC Nikko Securities America, Inc. 9,625,000 Xxxxxx X. Xxxxxxx & Company, Inc. 4,375,000 $ 350,000,000 SCHEDULE 2 Issuer General Use Free Writing Prospectuses The Final Term Sheet specified in SECTION 3(e) and substantially in the "Company"), proposes form of Schedule 4. SCHEDULE 3 Purchase Price of the Notes The purchase price to issue and sell $ aggregate principal amount be paid by the Underwriters for the Notes shall be 98.990% of its debt securities (the "Securities") (such securities also being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, [severally and not jointly], the principal amount of Underwritten Securities [opposite the Notes. SCHEDULE 4 Filed Pursuant to Rule 433 Dated April 10, 2023 Registration Statement No. 000-000000-00 Relating to Preliminary Prospectus Supplement Dated April 10, 2023 to Prospectus dated January 5, 2022 Federal Realty OP LP $350,000,000 5.375% Notes due 2028 Term Sheet dated April 10, 2023 Issuer: Federal Realty OP LP Security: 5.375% Notes due 2028 (the “Notes”) Aggregate Principal Amount: $350,000,000 Anticipated Ratings (Moody’s/S&P)*: [ ]/[ ] Trade Date: April 10, 2023 Settlement Date: April 12, 2023 (T+2) Maturity Date: May 1, 2028 Interest Payment Dates: May 1 and November 1, beginning on November 1, 2023 Benchmark Treasury: 3.625% due March 31, 2028 Benchmark Treasury Yield: 100-15+ / 3.518% Spread to Benchmark Treasury: +195 basis points Re-Offer Yield: 5.468% Coupon (Interest Rate): 5.375% per year Price to Public: 99.590% of the principal amount, plus accrued interest, if any, from April 12, 2023 Redemption Provision: Prior to April 1, 2028 (one month prior to their names set forth below] maturity date) (the “Par Call Date”), the Issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the purchase price set forth below. Principal Amount Underwriter of Underwritten Securities ----------- -------------------------- Total ------------------------ [$] ======================== The Underwritten Securities shall have the following termsgreater of: