Ex. 10

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of April 25, 2023 (the “First Amendment Effective Date”), is entered into by and among RYDER SYSTEM, INC., a Florida corporation (“Ryder”), RYDER TRUCK RENTAL HOLDINGS CANADA LTD., a corporation organized under the laws of Nova Scotia, Canada (“Ryder Holdings Canada”), RYDER TRUCK RENTAL CANADA LTD. LOCATION DE CAMIONS RYDER DU CANADA LTEE., a corporation organized under the laws of Ontario, Canada (“Ryder Canada Limited”), RYDER SUPPLY CHAIN SOLUTIONS CANADA ULC, an unlimited liability company organized under the laws of Nova Scotia, Canada (“Ryder Supply Chain Canada”; and together with Ryder Holdings Canada and Ryder Canada Limited, collectively, the “Canadian Borrowers”), RYDER PUERTO RICO, INC., a corporation organized under the laws of Delaware (“Ryder PR”), and RYDER SUPPLY CHAIN SOLUTIONS PUERTO RICO, LLC, a limited liability company organized under the laws of Delaware (“Ryder Supply Chain PR”; together with Ryder PR, the “PR Borrowers”; and the PR Borrowers, together with Ryder and the Canadian Borrowers, each, a “Borrower”, and collectively, the “Borrowers”), RYDER LIMITED, a corporation organized under the laws of England and Wales (“Ryder Limited”), RYDER SYSTEM HOLDINGS (UK) LIMITED, a corporation organized under the laws of England and Wales (“RSH”; and together with Ryder Limited, collectively, the “Released U.K. Borrowers”), the Lenders party hereto, BANK OF AMERICA, N.A., as the Administrative Agent, a L/C Issuer, and a Domestic Swing Line Lender, ROYAL BANK OF CANADA, as the Canadian Agent and the Canadian Swing Line Lender, the other L/C Issuer party hereto, and the other Swing Line Lenders party hereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Borrowers, the Lenders from time to time party thereto and the Agents, entered into that certain Third Amended and Restated Global Revolving Credit Agreement dated as of December 14, 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time prior to the First Amendment Effective Date, the “Existing Credit Agreement”);

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended as set forth below, subject to the terms and conditions specified in this Agreement; and

WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement, subject to the terms and conditions specified in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Existing Credit Agreement.

(a)The Existing Credit Agreement is amended in its entirety to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: double-underlined text or double-underlined text), in each case, as set forth on the pages of the Existing Credit Agreement in the form of Annex A attached hereto (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”).

(b)Schedule 2.01 to the Existing Credit Agreement is amended to read in the form of Schedules 2.01 attached hereto.

(c)Each Exhibit to the Existing Credit Agreement (except Exhibits B-3 and C-3) are amended to read in the forms attached hereto. Exhibits B-3 and C-3 to the Existing Credit Agreement are deleted in their entirety.

(d)Except as set forth in Sections 1(b) and 1(c), all schedules and exhibits to the Existing Credit Agreement (as amended prior to the First Amendment Effective Date) are not modified or otherwise affected hereby.

(e)The parties hereto agree that, on and as of the First Amendment Effective Date: (i) each Released U.K. Borrower shall automatically be released and discharged in all respects as a “Borrower” under the Amended Credit Agreement and the other Loan Documents, without any further action by any Person and (ii) the U.K. Commitments, the U.K. Swing Line Commitments, and the U.K. Swing Line Sublimit shall each be terminated in full (it being understood and agreed that on the First Amendment Effective Date, the U.K. Commitment of each Lender outstanding under the Existing Credit Agreement immediately prior to the First Amendment Effective Date shall be reallocated as, and deemed to be, a Domestic Commitment of such Lender under the Amended Credit Agreement).

(f)Notwithstanding anything in this Agreement or the Amended Credit Agreement to the contrary, to the extent any Loan bearing interest at the Eurodollar Rate is outstanding on the First Amendment Effective Date, such Loan (except with respect to Eurodollar Rate Loans that are U.K. Revolving Loans) shall continue to bear interest at the Eurodollar Rate until the end of the current Interest Period or payment period applicable to such Loan in accordance with the terms of the Existing Credit Agreement.

2.Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:

(a)Receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, the Released U.K. Borrowers, each Lender, the Canadian Agent, the Administrative Agent, each L/C Issuer, and each Swing Line Lender.

(b)Payment of all outstanding Loans held by, and all accrued and unpaid fees, interest, and other Obligations owing, by the Released U.K. Borrowers under the Existing Credit Agreement as of the First Amendment Effective Date.

(c)Receipt by the Administrative Agent, the Lenders, and the Arrangers of any fees that are required to be paid on or before the First Amendment Effective Date to such Person.

(d)Payment by Ryder of all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel, if so requested by the Administrative Agent) to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between Ryder and the Administrative Agent).

3.Reallocation of Commitments and Outstanding Loans.

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(a)Each Lender party hereto hereby agrees that, subject to the terms and conditions set forth herein and in the Amended Credit Agreement, upon giving effect to this Agreement, its Domestic Commitment is set forth opposite its name on Schedule 2.01 attached to this Agreement under the caption “Domestic Commitment”.

(b)On the First Amendment Effective Date, upon giving effect to this Agreement, (i) each Domestic Lender shall, subject to the terms and conditions of this Agreement and the Amended Credit Agreement, effect such assignments, prepayments, borrowings and reallocations as are necessary to effectuate the modifications contemplated in this Agreement, in each case, such that, after giving effect thereto, each Domestic Lender will hold its Applicable Percentage in respect of the Aggregate Domestic Commitments of the Outstanding Amount of all Domestic Revolving Loans in accordance with Schedule 1 attached to this Agreement and (ii) the risk participations of the Lenders in each outstanding Letter of Credit and each outstanding Domestic Swing Line Loan shall be automatically reallocated in accordance with each Lender’s Applicable Percentage in respect of the Aggregate Domestic Commitments (as set forth on Schedule 2.01 attached to this Agreement).

(c)Each Lender waives any right to compensation under Section 3.05 of the Amended Credit Agreement in connection with the transactions described above in this Section 5.

4.Miscellaneous.

(a)The Loan Documents, and the obligations of the Borrowers under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.

(b)Each Borrower (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.

(c)Each Borrower represents and warrants that:

(i)    Such Borrower has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement.

(ii)    This Agreement has been duly executed and delivered by such Borrower and constitutes a valid and legally obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(iii)    The execution, delivery and performance of this Agreement by such Borrower and the consummation by such Borrower of the transactions contemplated hereby do not require any approval or consent of, or filing with, any governmental agency or authority other than those already obtained.

(iv)    After giving effect to this Agreement, (A) the representations and warranties of such Borrower contained in the Amended Credit Agreement or any other

3

Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and (B) no Default or an Event of Default has occurred and is continuing.

(d)Subject to Section 11.17 of the Amended Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. The authorization under this paragraph may include use or acceptance by the Agents, each Lender, and each L/C Issuer of a manually signed paper copy of this Agreement which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed copy of this Agreement converted into another format, for transmission, delivery and/or retention.

(e)If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f)THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(g)The terms of Sections 11.14 and 11.15 of the Amended Credit Agreement with respect to submission to jurisdiction, waiver of venue, and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

BORROWERS:    RYDER SYSTEM, INC.,

a corporation organized under the laws of Florida

By:    /s/ Braden Moll            

Name:    Braden Moll

Title:    Director

RYDER TRUCK RENTAL HOLDINGS CANADA LTD.,

a corporation organized under the laws of Nova Scotia, Canada

By:     /s/ Braden Moll            

Name:    Braden Moll

Title:    Director

RYDER TRUCK RENTAL CANADA LTD. LOCATION DE CAMIONS RYDER DU CANADA LTEE.,

a corporation organized under the laws of Ontario, Canada

By:     /s/ Braden Moll            

Name:    Braden Moll

Title:    Director

RYDER SUPPLY CHAIN SOLUTIONS CANADA ULC,

an unlimited liability company organized under the laws of Nova Scotia, Canada

By:     /s/ Braden Moll            

Name:    Braden Moll

Title:    Director

RYDER PUERTO RICO, INC.,

a corporation organized under the laws of Delaware

By:     /s/ Braden Moll            

Name:    Braden Moll

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

RYDER SUPPLY CHAIN SOLUTIONS PUERTO RICO, LLC,

a limited liability company organized under the laws of Delaware

By:    /s/ Braden Moll            

Name:    Braden Moll

Title:    Director

RELEASED U.K. BORROWERS:    RYDER LIMITED,

a corporation organized under the laws of England and Wales

By:    /s/ Calene Candela        

Name:    Calene Candela

Title:    Director

RYDER SYSTEM HOLDINGS (UK) LIMITED,

a corporation organized under the laws of England and Wales

By:    /s/ Calene Candela        

Name:    Calene Candela

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

ADMINISTRATIVE AGENT:    BANK OF AMERICA, N.A.,

as the Administrative Agent

By:    /s/ Kyle D Harding    

Name:    Kyle D Harding

Title:    Vice President

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

CANADIAN AGENT:    ROYAL BANK OF CANADA,

as the Canadian Agent

By:    /s/ Scott Umbs        

Name:    Scott Umbs

Title:    Authorized Signatory

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

LENDERS:                BANK OF AMERICA, N.A.,

as a Lender, a L/C Issuer, a Domestic Swing Line Lender, and the U.K. Swing Line Lender

By:    /s/ Jason Yakabu                

Name:    Jason Yakabu

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

MUFG BANK, LTD.,

as a Lender and a Domestic Swing Line Lender

By:    /s/ Jorge Georgalos        

Name:    Jorge Georgalos

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

BNP PARIBAS,

as a Lender

By:     /s/ Todd Grossnickle    

Name:     Todd Grossnickle

Title:    Managing Director

By:     /s/ Louis Moran     

Name:    Louis Moran

Title:    Vice President

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

MIZUHO BANK, LTD.,

as a Lender

By:    /s/ Donna DeMagistris    

Name:    Donna DeMagistris

Title:    Executive Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:    /s/ Samreen Fatima        

Name:    Samreen Fatima

Title:    Vice President

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

ROYAL BANK OF CANADA,

as a Lender and the Canadian Swing Line Lender

By:    /s/ Scott Umbs        

Name:    Scott Umbs

Title:    Authorized Signatory

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

TRUIST BANK,

as a Lender

By:    /s/ Chris Hursey        

Name:    Chris Hursey

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender and a L/C Issuer

By:    /s/ Andrew C. Beckman        

Name:    Andrew C. Beckman

Title:    Senior Vice President

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender and a L/C Issuer

By:    /s/ Jonathan D. Beck         

Name:    Jonathan D. Beck

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

REGIONS BANK,

as a Lender

By:    /s/ Holli Balzer        

Name:    Holli Balzer

Title:    Director

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

COMERICA BANK,

as a Lender

By:    /s/ Gerald Finney    

Name:    Gerald Finney

Title:    Senior Vice President

RYDER SYSTEM, INC.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

Annex A

Published CUSIP Numbers:

Deal: 78355FAN3

Domestic Revolver: 78355FAS2

Canadian Revolver: 78355FAR4

U.K. Revolver: 78355FAP8

PR Revolver: 78355FAQ6

THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

dated as of December 14, 2021

by and among

RYDER SYSTEM, INC.,

RYDER TRUCK RENTAL HOLDINGS CANADA LTD.,

RYDER TRUCK RENTAL CANADA LTD.,

RYDER SUPPLY CHAIN SOLUTIONS CANADA ULC,

RYDER LIMITED,

RYDER SYSTEM HOLDINGS (UK) LIMITED,

RYDER PUERTO RICO, INC.,

RYDER SUPPLY CHAIN SOLUTIONS PUERTO RICO, LLC,

and

CERTAIN OTHER SUBSIDIARIES OF RYDER PARTY HERETO,

as the Borrowers,

BANK OF AMERICA, N.A.,

as the Administrative Agent, a L/C Issuer,and a Domestic Swing Line Lender, and the U.K. Swing Line Lender,

ROYAL BANK OF CANADA,

as the Canadian Agent and the Canadian Swing Line Lender,

MUFG BANK, LTD.,

as Syndication Agent,

BNP PARIBAS,

MIZUHO BANK, LTD.,

PNC BANK, NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA,

TRUIST BANK,

U.S. BANK NATIONAL ASSOCIATION,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE OTHER LENDERS, L/C ISSUERS AND SWING LINE LENDERS PARTY HERETO

BOFA SECURITIES, INC.,

MUFG BANK, LTD.,

BNP PARIBAS,

MIZUHO BANK, LTD.,

PNC CAPITAL MARKETS LLC,

RBC CAPITAL MARKETS1,

1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

TRUIST SECURITIES, INC.,

U.S. BANK NATIONAL ASSOCIATION,

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers

BOFA SECURITIES, INC.

and

MUFG BANK, LTD.,

as Joint Bookrunners

TABLE OF CONTENTS

SectionPage

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS    1

Section 1.01Defined Terms    1

Section 1.02Other Interpretive Provisions4334

Section 1.03Accounting Terms4435

Section 1.04Rounding4535

Section 1.05Times of Day4536

Section 1.06Letter of Credit Amounts4536

Section 1.07Interest Rates4536

Section 1.08Exchange Rates; Currency Equivalents4536

Section 1.09Change of Currency46

Section 1.101.09Amendment and Restatement4637

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS4637

Section 2.01Revolving Loans4637

Section 2.02Revolving Borrowings; Conversions and Continuations of Revolving Loans4838

Section 2.03Letters of Credit5241

Section 2.04Swing Line Loans6150

Section 2.05Prepayments7358

Section 2.06Termination or Reduction of Aggregate Commitments; Reallocation of Commitments7660

Section 2.07Repayment of Loans7963

Section 2.08Interest7963

Section 2.09Fees8064

Section 2.10Computation of Interest and Fees8265

Section 2.11Evidence of Debt8366

Section 2.12Payments Generally; Agent’s Clawback8366

Section 2.13Sharing of Payments by Lenders8568

Section 2.14Extension of Maturity Date8669

Section 2.15Increase in Aggregate Commitments8770

Section 2.16Cash Collateral8871

Section 2.17Defaulting Lenders8972

Section 2.18Designated Borrowers9275

Section 2.19Bankers’ Acceptances9376

Section 2.20ESG Adjustments9679

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY9780

Section 3.01Taxes9780

Section 3.02Illegality10583

Section 3.03Inability to Determine Rates10584

Section 3.04Increased Costs11087

Section 3.05Compensation for Losses11189

Section 3.06Mitigation Obligations; Replacement of Lenders11289

Section 3.07Survival11390

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ARTICLE IV. CONDITIONS PRECEDENT TO CLOSING AND EFFECTIVENESS; CONDITIONS PRECEDENT TO CREDIT EXTENSIONS11390

Section 4.01Conditions to Closing and Effectiveness11390

Section 4.02Conditions to all Credit Extensions11491

ARTICLE V. REPRESENTATIONS AND WARRANTIES11592

Section 5.01Corporate Authority11592

Section 5.02Governmental Approvals11693

Section 5.03Title to Properties; Leases11693

Section 5.04Financial Statements11693

Section 5.05Litigation11794

Section 5.06Compliance With Other Instruments, Laws, etc11794

Section 5.07Tax Status11794

Section 5.08No Default11794

Section 5.09Holding Company and Investment Company Acts11794

Section 5.10Absence of Financing Statements, etc11794

Section 5.11ERISA Compliance11895

Section 5.12Environmental Compliance11895

Section 5.13Disclosure11996

Section 5.14[Reserved]11996

Section 5.15Debt Ratings11996

Section 5.16Consolidated Subsidiaries11996

Section 5.17OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws11996

Section 5.18Use of Proceeds11996

Section 5.19No Affected Financial Institution12096

Section 5.20Covered Entity12097

Section 5.21Representations as to Foreign Obligors12097

ARTICLE VI. AFFIRMATIVE COVENANTS12197

Section 6.01Punctual Payment12198

Section 6.02[Reserved]12198

Section 6.03Records and Accounts12198

Section 6.04Financial Statements, Certificates and Information12198

Section 6.05Existence; Compliance with Laws and Other Agreements123100

Section 6.06Maintenance of Properties123100

Section 6.07Insurance124100

Section 6.08Taxes124100

Section 6.09Inspection of Properties, Books and Contracts124101

Section 6.10Notice of Potential Claims or Litigation124101

Section 6.11Notice of Default124101

Section 6.12Use of Proceeds124101

Section 6.13Debt Ratings125101

Section 6.14Notice of any ERISA Event125101

Section 6.15Further Assurances125102

Section 6.16Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions125102

ARTICLE VII. NEGATIVE COVENANTS125102

Section 7.01Restrictions on Secured Indebtedness125102

ii

Section 7.02Restrictions on Liens125102

Section 7.03Fundamental Changes; Sales or Dispositions of Assets126103

Section 7.04Leasebacks127104

Section 7.05Limitations on Agreements128104

Section 7.06Sanctions128105

Section 7.07Anti-Corruption Laws and Anti-Money Laundering Laws128105

Section 7.08Financial Covenant128105

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES128105

Section 8.01Events of Default; Remedies128105

Section 8.02Termination of Aggregate Commitments131108

Section 8.03Application of Funds131108

ARTICLE IX. AGENTS132109

Section 9.01Appointment and Authority132109

Section 9.02Rights as a Lender132109

Section 9.03Exculpatory Provisions132109

Section 9.04Reliance by Agents133110

Section 9.05Delegation of Duties133110

Section 9.06Resignation of Agent133110

Section 9.07Non-Reliance on the Agents, the Arrangers, Sustainability Coordinator and the Other Lenders135111

Section 9.08No Other Duties, Etc135112

Section 9.09Administrative Agent May File Proofs of Claim135112

Section 9.10Certain ERISA Matters136113

Section 9.11Recovery of Erroneous Payments137114

ARTICLE X. GUARANTY137114

Section 10.01Guaranty of Payment137114

Section 10.02Ryder’s Agreement to Pay Enforcement Costs, Etc138115

Section 10.03Waivers by Ryder; Lenders’ Freedom to Act138115

Section 10.04Unenforceability of Guaranteed Obligations139115

Section 10.05Subrogation; Subordination139116

Section 10.06Further Assurances140116

Section 10.07Reinstatement140117

Section 10.08Successors and Assigns140117

Section 10.09Currency of Payment140117

Section 10.10Concerning Joint and Several Liability of the U.K 140Canadian Borrower and the PR Borrower117

ARTICLE XI. MISCELLANEOUS142118

Section 11.01Amendments, Etc142118

Section 11.02Notices; Effectiveness; Electronic Communication143120

Section 11.03No Waiver; Cumulative Remedies; Enforcement145122

Section 11.04Expenses; Indemnity; Damage Waiver146122

Section 11.05Payments Set Aside147124

Section 11.06Successors and Assigns148124

Section 11.07Treatment of Certain Information; Confidentiality153129

Section 11.08Right of Setoff154131

Section 11.09Interest Rate Limitation155131

Section 11.10Integration; Effectiveness155131

iii

Section 11.11Survival of Representations and Warranties155132

Section 11.12Severability155132

Section 11.13Replacement of Lenders156132

Section 11.14Governing Law; Jurisdiction; Etc157133

Section 11.15Waiver of Jury Trial157134

Section 11.16No Advisory or Fiduciary Responsibility158134

Section 11.17Electronic Execution; Electronic Records; Counterparts158135

Section 11.18USA PATRIOT Act; Canadian AML Acts159136

Section 11.19ENTIRE AGREEMENT159136

Section 11.20Acknowledgement and Consent to Bail-In of Affected Financial Institutions160136

Section 11.21Judgment Currency160136

Section 11.22Acknowledgement Regarding Any Supported QFCs160137

iv

SCHEDULES

1.01    Existing Letters of Credit

2.01    Commitments and Applicable Percentages

2.03    L/C Commitments

2.04    Swing Line Commitments

2.19    Power of Attorney Terms – Bankers’ Acceptances

5.05    Litigation

5.07    Taxes

5.12    Environmental Compliance

5.15    Senior Public Debt Ratings

5.16    Consolidated Subsidiaries

11.02    Head Offices; Certain Addresses for Notices

EXHIBITS

A    Form of Assignment and Assumption

B-1    Form of Domestic Loan Notice

B-2    Form of Canadian Loan Notice

B-3    Form of U.K. Loan Notice[Reserved]

B-4    Form of PR Loan Notice

C-1    Form of Domestic Swing Line Loan Notice

C-2    Form of Canadian Swing Line Loan Notice

C-3    Form of U.K. Swing Line Loan Notice[Reserved]

D    Form of Note

E    Form of Designated Borrower Notice

F    Form of Designated Borrower Request and Assumption Agreement

G    Form of Extension Letter

H    Form of Letter of Credit Report

I    Form of Bankers’ Acceptance Notice

J    Form of Compliance Certificate

K-1    Form of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)

K-2    Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships)

K-3    Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)

K-4    Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

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THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED GLOBAL REVOLVING CREDIT AGREEMENT is entered into as of December 14, 2021 by and among (a) RYDER SYSTEM, INC., a corporation organized under the laws of Florida (“Ryder”), RYDER TRUCK RENTAL HOLDINGS CANADA LTD., a corporation organized under the laws of Nova Scotia, Canada (“Ryder Holdings Canada”), RYDER TRUCK RENTAL CANADA LTD. LOCATION DE CAMIONS RYDER DU CANADA LTEE., a corporation organized under the laws of Ontario, Canada (“Ryder Canada Limited”), RYDER SUPPLY CHAIN SOLUTIONS CANADA ULC, an unlimited liability company organized under the laws of Nova Scotia, Canada (“Ryder Supply Chain Canada”), certain Canadian Subsidiaries of Ryder party hereto pursuant to Section 2.18 (each, a “Designated Canadian Borrower” and collectively, the “Designated Canadian Borrowers”; the Designated Canadian Borrowers, together with Ryder Holdings Canada, Ryder Canada Limited, and Ryder Supply Chain Canada, the “Canadian Borrowers” and each a “Canadian Borrower”), RYDER LIMITED, a corporation organized under the laws of England and Wales (“Ryder Limited”), RYDER SYSTEM HOLDINGS (UK) LIMITED, a corporation organized under the laws of England and Wales (“RSH”), certain U.K. Subsidiaries of Ryder party hereto pursuant to Section 2.18 (each, a “Designated U.K. Borrower” and collectively, the “Designated U.K. Borrowers”; the Designated U.K. Borrowers, together with Ryder Limited and RSH, the “U.K. Borrowers” and each a “U.K. Borrower”), RYDER PUERTO RICO, INC., a corporation organized under the laws of Delaware (“Ryder PR”), RYDER SUPPLY CHAIN SOLUTIONS PUERTO RICO, LLC, a limited liability company organized under the laws of Delaware (“Ryder Supply Chain PR”), certain Domestic Subsidiaries of Ryder party hereto pursuant to Section 2.18 (each, a “Designated PR Borrower” and collectively, the “Designated PR Borrowers”; the Designated PR Borrowers, together with Ryder PR and Ryder Supply Chain PR, the “PR Borrowers” and each a “PR Borrower”; the PR Borrowers together with Ryder,and the Canadian Borrowers, and the U.K. Borrowers, the “Borrowers” and each a “Borrower”), (b) each Lender from time to time party hereto, (c) BANK OF AMERICA, N.A., as the Administrative Agent, a L/C Issuer, and a Domestic Swing Line Lender, and the U.K. Swing Line Lender, (d) ROYAL BANK OF CANADA, as the Canadian Agent and the Canadian Swing Line Lender, and (e) the other L/C Issuers and Swing Line Lenders party hereto.

Ryder has requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein;

Ryder, certain of its affiliates, certain lending institutions and the agents party thereto have entered into that certain Second Amended and Restated Global Revolving Credit Agreement, dated as of September 28, 2018 (as amended and in effect immediately prior to the Closing Date, the “Existing Credit Agreement”);

Ryder has requested that the Existing Credit Agreement be amended and restated as set forth herein; and

Subject to the terms and conditions set forth herein, the parties hereto have agreed to amend and restate the Existing Credit Agreement as hereinafter provided.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article I. DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

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“Acceptance Fee” has the meaning specified in Section 2.19(c).

“Adjusted Consolidated Tangible Assets” means, as at any date, Consolidated Tangible Assets after (a) including the consolidated book value of all assets of Ryder and its Consolidated Subsidiaries which are subject to any synthetic lease, and (b) excluding the consolidated book value of all assets of Ryder and its Consolidated Subsidiaries that are reflected on the consolidated balance sheet of Ryder and its Consolidated Subsidiaries, prepared in accordance with GAAP, and secure or are the subject of any Limited Recourse Facility.

“Administrative Agent” means Bank of America (through itself or through one of its designated Affiliates or branch offices) in its capacity as administrative agent, and agent for the Aggregate Domestic Commitments,and the Aggregate PR Commitments, and the Aggregate U.K. Commitments under any of the Loan Documents, or any successor administrative agent and agent for the Aggregate Domestic Commitments,and the Aggregate PR Commitments, and the Aggregate U.K. Commitments.

“Administrative Questionnaire” means an administrative questionnaire in a form approved by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affiliate” or “affiliate” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means each of the Administrative Agent and the Canadian Agent.

“Aggregate Canadian Commitments” means, as of any date of determination, the aggregate Canadian Commitments of all the Canadian Lenders as of such date. The Aggregate Canadian Commitments of all of the Canadian Lenders on the Closing Date shall be $150,000,000.

“Aggregate Commitments” means, as of any date of determination, the aggregate Commitments of all the Lenders as of such date.

“Aggregate Domestic Commitments” means, as of any date of determination, the aggregate Domestic Commitments of all the Domestic Lenders as of such date. The Aggregate Domestic Commitments of all of the Domestic Lenders on the ClosingFirst Amendment Effective Date shall be $1,135,000,0001,235,000,000. For the avoidance of doubt, if all of the Aggregate Canadian Commitments, all of the Aggregate U.K. Commitments and all of the Aggregate PR Commitments are reallocated to the Aggregate Domestic Commitments in accordance with Section 2.06(e), the Aggregate Domestic Commitments shall be $1,400,000,000 (subject to adjustment as provided in Sections 2.06(a) through (d), Section 2.15, or Section 8.02).

“Aggregate PR Commitments” means, as of any date of determination, the aggregate PR Commitments of all the PR Lenders as of such date. The Aggregate PR Commitments of all of the PR Lenders on the Closing Date shall be $15,000,000.

“Aggregate U.K. Commitments” means, as of any date of determination, the aggregate U.K. Commitments of all the U.K. Lenders as of such date. The Aggregate U.K. Commitments of all of the U.K. Lenders on the Closing Date shall be $100,000,000.

“Agreement” means this Third Amended and Restated Global Revolving Credit Agreement.

“Agreement Currency” has the meaning specified in Section 11.21.

“Alternative Currency” means each of the following currencies: Euros, Sterling, and Canadian Dollars.

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“Alternative Currency Daily Rate Loan” means a Revolving Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

“Alternative Currency Daily Rate” means, for any day, with respect to any Revolving Loan denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; provided, that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Canadian Dollars, Dollars, Euros, or Sterling, the equivalent amount thereof in the applicable Alternative CurrencyCanadian Dollars as determined by the applicableCanadian Agent,or the Canadian Swing Line Lender or the U.K. Swing Line Lender, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative CurrencyCanadian Dollars with Dollars, Euros, or Sterling, as applicable, at approximately 11:00 a.m. (local time for suchthe Canadian Agent) on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, that, if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the applicableCanadian Agent,or the Canadian Swing Line Lender or the U.K. Swing Line Lender, as the case may be, using any reasonable method of determination its deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).

“Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.

“Alternative Currency Term Rate Loan” means a Revolving Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

“Alternative Currency Term Rate” means, for any Interest Period, with respect to any Revolving Loan denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two (2) TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period; provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Anniversary Date” has the meaning specified in Section 2.14(a).

“Anti-Money Laundering Law” means any law, statute, regulation or obligatory government order, decree, ordinance or rule applicable to any Borrower or any Subsidiary related to terrorism financing or money laundering, including any applicable provision of the PATRIOT Act and the Canadian AML Acts, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959), and the Money Laundering Control Act of 1986.

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“Applicable Authority” means (a), with respect to SOFR, the SOFR Administrator Canadian Dollars, the applicable administrator for the CDOR Rate or any Governmental Authority having jurisdiction over the applicable Agent or the SOFR Administrator, and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the applicableCanadian Agent or such administrator.

“Applicable BA Discount Rate” means (a) with respect to an issue of Bankers’ Acceptances accepted by a Schedule I Bank, the CDOR Rate; and (b) with respect to an issue of Bankers’ Acceptances accepted by a Canadian Lender that is a Non-Schedule I Bank, the lesser of: (i) the rate set out in clause (a) above plus ten (10) basis points; and (ii) the annual rate, expressed as a percentage, as being the average discount rate for bankers’ acceptances having a comparable face value and a comparable issue and maturity date to the face value and issue and maturity date of such issue of Bankers’ Acceptances, expressed on the basis of a year of 365 days, quoted by the Canadian Reference Lenders that are Non-Schedule I Banks, for the purchase by such Canadian Lenders of Bankers’ Acceptances accepted by them, at or about 10:00 a.m. (Toronto time) on the date of issue of such Bankers’ Acceptances.

“Applicable Foreign Obligor Documents” has the meaning specified in Section 5.21(a).

“Applicable Percentage” means, (a) in respect of the Aggregate Domestic Commitments, with respect to any Domestic Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Domestic Commitments represented by such Domestic Lender’s Domestic Commitment at such time, subject to adjustment as provided in Section 2.17, (b) in respect of the Aggregate Canadian Commitments, with respect to any Canadian Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Canadian Commitments represented by such Canadian Lender’s Canadian Commitment at such time, subject to adjustment as provided in Section 2.17, and (c) in respect of the Aggregate U.K. Commitments, with respect to any U.K. Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate U.K. Commitments represented by such U.K. Lender’s U.K. Commitment at such time, subject to adjustment as provided in Section 2.17, (d) in respect of the Aggregate PR Commitments, with respect to any PR Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate PR Commitments represented by such PR Lender’s PR Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Domestic Lender to make Domestic Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Domestic Commitments have expired, then the Applicable Percentage of each Domestic Lender in respect of the Aggregate Domestic Commitments shall be determined based on the Applicable Percentage in respect of the Aggregate Domestic Commitments of such Domestic Lender most recently in effect, giving effect to any subsequent assignments and to any Domestic Lender’s status as a Defaulting Lender at the time of determination. If the commitment of each Canadian Lender to make Canadian Revolving Loans and to accept and purchase Bankers’ Acceptances have been terminated pursuant to Section 8.02 or if the Aggregate Canadian Commitments have expired, then the Applicable Percentage of each Canadian Lender in respect of the Aggregate Canadian Commitments shall be determined based on the Applicable Percentage in respect of the Aggregate Canadian Commitments of such Canadian Lender most recently in effect, giving effect to any subsequent assignments and to any Canadian Lender’s status as a Defaulting Lender at the time of determination. If the commitment of each U.K. Lender to make U.K. Revolving Loans have been terminated pursuant to Section 8.02 or if the Aggregate U.K. Commitments have expired, then the Applicable Percentage of each U.K. Lender in respect of the Aggregate U.K. Commitments shall be determined based on the Applicable Percentage in respect of the Aggregate U.K. Commitments of such U.K. Lender most recently in effect, giving effect to any subsequent assignments and to any U.K. Lender’s status as a Defaulting Lender at the time of determination. If the commitment of each PR Lender to make PR Revolving Loans have been terminated pursuant to Section 8.02 or if the Aggregate PR Commitments have expired, then the Applicable Percentage of each PR Lender in respect of the Aggregate PR

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Commitments shall be determined based on the Applicable Percentage in respect of the Aggregate PR Commitments of such PR Lender most recently in effect, giving effect to any subsequent assignments and to any PR Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender in respect of the Aggregate Domestic Commitments, the Aggregate Canadian Commitments, the Aggregate U.K. Commitments, and the Aggregate PR Commitments is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Senior Public Debt Ratings as set forth below:

Pricing Level	Debt Ratings S&P/Moody’s/Fitch	Facility Fees	Eurodollar Rate Loans, Alternative Currency Loans, U.K. Swing LineTerm SOFR Loans, Letter of Credit Fees, and Acceptance Fees	Base Rate Loan, Canadian Prime Loans, Domestic Swing Line Loans, and Canadian Swing Line Loans
1	A/A2/A or better	0.070%	0.805%	0.000%
2	A-/A3/A-	0.080%	0.920%	0.000%
3	BBB+/Baa1/BBB+	0.100%	1.025%	0.025%
4	BBB/Baa2/BBB	0.125%	1.125%	0.125%
5	BBB-/Baa3/BBB- or worse	0.175%	1.200%	0.200%

For purposes of this definition, the Senior Public Debt Rating at Pricing Level 1 shall be the highest Senior Public Debt Rating and the Senior Public Debt Rating for Pricing Level 5 shall be the lowest Senior Public Debt Rating. If at any time there is a split among Senior Public Debt Ratings of S&P, Fitch and Moody’s such that all three ratings fall in different Pricing Levels in the table above, the Applicable Rate shall be determined by the Senior Public Debt Rating that is neither the highest nor the lowest of the three ratings, and, if at any time there is a split among Senior Public Debt Ratings of S&P, Fitch and Moody’s such that two (2) of such Senior Public Debt Ratings are in one Pricing Level in the table above (the “Majority Level”) and the third Senior Public Debt Rating is in a different Pricing Level, the Applicable Rate shall be determined by the rating at the Majority Level. In the event that a Senior Public Debt Rating is not available from any one of S&P, Moody’s or Fitch, the Applicable Rate shall be as set forth in the table above based on the Senior Public Debt Ratings of S&P, Moody’s and Fitch that are available and in effect on such day; provided, that, (a) in the event of a one Pricing Level split in the Senior Public Debt Rating by S&P, Moody’s and Fitch, as the case may be, then the Pricing Level for the higher Senior Public Debt Rating shall apply and (b) in the event of a two or more Pricing Level split in the Senior Public Debt Rating by S&P, Moody’s and Fitch, as the case may be, the Pricing Level which is one step higher thanbelow the Pricing Level for the lowerhighest Senior Public Debt Rating shall apply. In the event that a Senior Public Debt Rating is not available from Fitch and one of S&P or Moody’s, the Applicable Rate shall be as set forth in the table above based on the Senior Public Debt Rating available from S&P or Moody’s, as the case may be, in effect on such day. In the event that neither S&P nor Moody’s has a Senior Public Debt Rating available, the Applicable Rate shall be as set forth in Pricing Level 5 in the table above. If there is no Senior Public Debt Rating from any of Fitch, S&P or Moody’s, Pricing Level 5 in the table above shall apply. Adjustments to the Applicable Rate shall be made on, and shall be effective as of, the day of any adjustment in the Senior Public Debt Rating.

“Applicable Time” means, with respect to any Borrowings and payments in any Alternative CurrencyCanadian Dollars, the local time in the place of settlement for such Alternative CurrencyCanadian

Dollars as may be determined by the applicable Agent,or the Canadian Swing Line Lender, or the U.K. Swing Line Lender, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

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“Applicant Borrower” means any Applicant Canadian Borrower,and any Applicant PR Borrower, and any Applicant U.K. Borrower.

“Applicant Canadian Borrower” has the meaning specified in Section 2.18(a).

“Applicant PR Borrower” has the meaning specified in Section 2.18(a).

“Applicant U.K. Borrower” has the meaning specified in Section 2.18(a).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means each of (a) BofA Securities, in its capacities as a joint lead arranger and a joint bookrunner, (b) MUFG Bank, Ltd., in its capacity as a joint lead arranger and a joint bookrunner, (c) BNP Paribas, in its capacity as a joint lead arranger, (d) Mizuho Bank, Ltd., in its capacity as a joint lead arranger, (e) PNC Capital Markets LLC, in its capacity as a joint lead arranger, (f) RBC Capital Markets, in its capacity as a joint lead arranger (it being understood that RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates), (g) Truist Securities, Inc., in its capacity as a joint lead arranger, (h) U.S. Bank National Association, in its capacity as a joint lead arranger, and (i) Wells Fargo Securities, LLC, in its capacity as a joint lead arranger.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period, or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“BA Discount Proceeds” means with respect to any Bankers’ Acceptance to be accepted and purchased by a Canadian Lender, an amount (rounded to the nearest whole Canadian cent, and with one-half of one Canadian cent being rounded up) calculated on such day by multiplying (a) the face amount of such Bankers’ Acceptance times (b) the quotient equal to (such quotient being rounded up or down to the nearest fifth decimal place and .000005 being rounded up) (i) one divided by (ii) the sum of (A) one plus (B) the product of (1) the Applicable BA Discount Rate (expressed as a decimal) applicable to such Bankers’ Acceptance times (2) the quotient equal to (x) the number of days remaining in the term of such Bankers’ Acceptance divided by (y) 365.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Balance Sheet Date” means December 31, 2020.

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“Bank of America” means Bank of America, N.A. and its successors.

“Bankers’ Acceptance” means a non-interest bearing draft drawn by a Canadian Borrower in Canadian Dollars in the form of either a depository bill subject to the Depository Bills and Notes Act (Canada) or a non-interest bearing bill of exchange, as defined in the Bills of Exchange Act (Canada), in either case issued by a Canadian Borrower which has been accepted, and, if applicable, purchased by the Canadian Lenders at the request of a Canadian Borrower pursuant to Section 2.19.

“Bankers’ Acceptance Credit Extension” means, with respect to any Bankers’ Acceptance, the acceptance or purchase thereof.

“Bankers’ Acceptance Notice” has the meaning specified in Section 2.19(a).

“Base Rate Loan” means a Domestic Base Rate Loan or a Canadian Base Rate Loan, as the context may require.

“Benchmark” means, initially, LIBOR; provided, that, if a replacement of the Benchmark has occurred pursuant to Section 3.03(c) then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means:

(a) For purposes of Section 3.03(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:

(i) the sum of: (A) Term SOFR; plus (B) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration; or

(ii) the sum of: (i) Daily Simple SOFR; plus (ii) 0.11448% (11.448 basis points);

provided, that, if initially LIBOR is replaced with the rate contained in clause (a)(ii) above and subsequent to such replacement, the Administrative Agent determines that Term SOFR has become available and is administratively feasible for the Administrative Agent in its sole discretion, and the Administrative Agent notifies Ryder and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest

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calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (a)(i) above; and

(b) for purposes of Section 3.03(c)(ii), the sum of (i) the alternate benchmark rate, plus (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and Ryder as the replacement Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for Dollar-denominated syndicated credit facilities at such time;

provided, that, if any Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero, such Benchmark Replacement will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Domestic Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the definition of “U.K. Swing Line Overnight Dollar Rate,” the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with Ryder, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides, in consultation with Ryder, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the interest rate of loans, or shall or will otherwise cease; provided, that, at the time of such statement or publication, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide any representative tenors of such Benchmark after such specific date.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Blocking Law” means (a) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union), (b) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, or (c) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung).

“BofA Securities” means BofA Securities, Inc.

“Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.04.

“Borrowing” means a Revolving Borrowing, a Domestic Swing Line Borrowing, or a Canadian Swing Line Borrowing, or a U.K. Swing Line Borrowing, as the context may require.

“Business Day”means, (a) when used in connection with the Domestic Commitments, the U.K. Commitments, and the PR Commitments, any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Head Office is located and (b) when used in connection with the Canadian Commitments, any day other than a Saturday, Sunday, or any day on which banking institutions in Toronto, Canada or New York, New York are authorized or required by Laws to be closed; provided, that: (i) if such day relates to Eurodollar Rate Loans or U.K. Swing Line Overnight Dollar Rate Loans, means a Business Day that is also a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market, (ii) if such day relates to any interest rate settings as to an Alternative Currency Loan or a U.K. Swing Line Alternative Currency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan or such U.K. Swing Line Alternative Currency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan or any such U.K. Swing Line Alternative Currency Rate Loan, means a Business Day that is also a TARGET Day; (iii) if such day relates to any interest rate settings as to an Alternative Currency Loan or a U.K. Swing Line Alternative Currency Rate Loan denominated in Sterling, means any such day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom; (iv) if such day relates to a U.K. Swing Line Loan, means any such other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom; and (v) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency..

“Canadian Agent” means RBC, in its capacity as the agent with respect to the Aggregate Canadian Commitments under any of the Loan Documents, or any successor agent for the Aggregate Canadian Commitments.

“Canadian AML Acts” means applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

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“Canadian Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Canadian Commitments pursuant to Section 2.06(b), and (c) the date of termination of the commitment of each Canadian Lender to make Canadian Revolving Loans and Canadian Swing Line Loans and to accept Bankers’ Acceptances pursuant to Section 8.01.

“Canadian Base Rate” means, with respect to a Canadian Revolving Loan that is a Canadian Base Rate Loan or a Canadian Swing Line Loan denominated in U.S. Dollars, the annual rate of interest announced from time to time by the Canadian Agent as its reference rate then in effect for U.S. Dollar denominated commercial loans made by the Canadian Agent in Canada; provided, that, if the Canadian Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Canadian Base Rate Loan” means a Canadian Revolving Loan or a Canadian Swing Line Loan that bears interest based at the Canadian Base Rate. All Canadian Base Rate Loans are only available to the Canadian Borrowers and shall be denominated in Dollars.

“Canadian Borrower” and “Canadian Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Canadian Commitment” means, as to each Canadian Lender, its obligation to (a) make Canadian Revolving Loans to the Canadian Borrowers pursuant to Section 2.01(b), (b) accept Bankers’ Acceptances for the Canadian Borrowers, and (c) purchase participations in Canadian Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Canadian Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Canadian Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Canadian Dollars” or “C$” means the lawful currency of Canada.

“Canadian Excess Amount” has the meaning specified in Section 2.05(d)(i).

“Canadian Facility Fee” has the meaning specified in Section 2.09(a)(ii).

“Canadian Lender” means, at any time, (a) so long as any Canadian Commitment is in effect, any Lender that has a Canadian Commitment at such time, or (b) if the Canadian Commitments have terminated or expired, any Lender that has a Canadian Revolving Loan or a participation in Canadian Swing Line Loans at such time or has accepted a Bankers’ Acceptance at such time, and, in each case, each of which is a bank or other financial institution which is resident in Canada for purposes of the Income Tax Act (Canada) and which is named in Schedule I or Schedule II to the Bank Act (Canada) or deemed resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) in respect of amounts paid or credited under this Agreement and which is named in Schedule III to the Bank Act (Canada).

“Canadian Loan Notice” means a notice of (a) a Canadian Revolving Borrowing, or (b) a conversion of Canadian Revolving Loans from one Type to the other, pursuant to Section 2.02(b), which shall be substantially in the form of Exhibit B-2 or such other form as may be approved by the Canadian Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Canadian Agent), appropriately completed and signed by a Responsible Officer of the applicable Canadian Borrower.

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“Canadian Prime Rate” means, with respect to a Canadian Revolving Loan that is a Canadian Prime Rate Loan or a Canadian Swing Line Loan denominated in Canadian Dollars, the annual rate of interest announced from time to time by the Canadian Agent as its reference rate then in effect for determining interest rates for commercial loans in Canadian Dollars made by the Canadian Agent in Canada; provided, that, if the Canadian Prime Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Canadian Prime Rate Loan” means a Canadian Revolving Loan or a Canadian Swing Line Loan that bears interest based at the Canadian Prime Rate. All Canadian Prime Rate Loans are only available to the Canadian Borrowers and shall be denominated in Canadian Dollars.

“Canadian Reference Lenders” means Mizuho Bank Ltd. and RBC.

“Canadian Revolving Borrowing” means a borrowing consisting of simultaneous Canadian Revolving Loans of the same Type, in the same currency, and, in the case of Eurodollar RateTerm SOFR Loans, having the same Interest Period, made by each of the Canadian Lenders pursuant to Section 2.01(b).

“Canadian Revolving Credit Exposure” means, as to any Canadian Lender at any time, the aggregate principal amount of such Canadian Lender’s (a) outstanding Canadian Revolving Loans at such time, plus (b) outstanding Bankers’ Acceptances at such time, plus (c) participation in Canadian Swing Line Loans at such time.

“Canadian Revolving Loan” has the meaning specified in Section 2.01(b).

“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the United Nations Al-Qaida and Taliban Regulations and/or the Special Economic Measures Act (Canada).

“Canadian Subsidiary” means a Subsidiary organized under the Laws of Canada.

“Canadian Swing Line Borrowing” means a borrowing of a Canadian Swing Line Loan pursuant to Section 2.04.

“Canadian Swing Line Commitment” means, as to the Canadian Swing Line Lender, the amount set forth opposite the Canadian Swing Line Lender’s name on Schedule 2.04 (as such Schedule may be updated from time to time pursuant to this Agreement). The Canadian Swing Line Commitment of the Canadian Swing Line Lender may be modified from time to time by agreement among Ryder, the Canadian Agent, and the Canadian Swing Line Lender. Schedule 2.04 shall be deemed to be automatically updated to reflect any modification to the Canadian Swing Line Lender’s Canadian Swing Line Commitment effected pursuant to the immediately preceding sentence.

“Canadian Swing Line Lender” means RBC (through itself or through one of its designated Affiliates or branch offices), in its capacity as provider of Canadian Swing Line Loans hereunder. The definition of “Canadian Swing Line Lender” shall be deemed to be automatically updated to reflect any replacement or resignation of the Canadian Swing Line Lender pursuant to Section 2.04(g)(ii), Section 2.04(h)(ii), or Section 11.06(f), as applicable.

“Canadian Swing Line Loan” has the meaning specified in Section 2.04(a)(ii).

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“Canadian Swing Line Loan Notice” means a notice of a Canadian Swing Line Borrowing pursuant to Section 2.04(b)(ii), which shall be substantially in the form of Exhibit C-2 or such other form as approved by the Canadian Agent and the Canadian Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approve by the Canadian Agent), appropriately completed and signed by a Responsible Officer of the applicable Canadian Borrower.

“Canadian Swing Line Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $50,000,000, and (b) the amount of the Aggregate Canadian Commitments as of such date. The Canadian Swing Line Sublimit is part of, and not in addition to, the Aggregate Canadian Commitments.

“Capitalized Lease” means, with respect to any Person, any lease under which such Person or any of its consolidated Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Domestic Lenders, as collateral for L/C Obligations or obligations of the Domestic Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“CDOR Rate” means, on any day, the annual rate of interest determined by the Canadian Agent which is equal to the average of the yield rates per annum (calculated on the basis of a year of 365 days) applicable to Canadian Dollar bankers’ acceptances having, where applicable, identical issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by the Canadian Borrowers displayed and identified as such on the “CDOR Page” (or any display substituted therefore) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Agent after 10:00 a.m. (Toronto time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided, however, (a) if those rates do not appear on that CDOR Page, then the CDOR Rate shall be the discount rate (expressed as a rate per annum on the basis of a year of 365 day) applicable to those Canadian Dollar bankers’ acceptances in a comparable amount to the Bankers’ Acceptances proposed to be issued by the Canadian Borrowers quoted by the Canadian Agent as of 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day and (b) if the CDOR Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Each determination of the CDOR Rate by the Canadian Agent shall be conclusive and binding, absent manifest error.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian, or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

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“ChoiceLease Charge to Equity” has the meaning specified in the definition of “Consolidated Adjusted Net Worth.”

“Closing Date” means December 14, 2021.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means a Domestic Commitment, a Canadian Commitment, a U.K. Commitment and/or a PR Commitment, as the context may require.

“Communication” means this Agreement, any other Loan Document, and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate” has the meaning specified in Section 6.04(c).

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with ESTR, EURIBOR, Simple SONIA, SONIA,the CDOR Rate or any proposed Successor Rate for an Alternative Currency, as applicable, any conforming changes to the definition of “ESTR,” the definition of “EURIBOR,” the definition of “Simple SONIA,” the definition of “SONIACDOR Rate,” the definition of “Interest Period,”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day,” timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) that the Administrative Agent decides, in consultation with Ryder, may be appropriate to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the applicableCanadian Agent in a manner substantially consistent with market practice for such Alternative CurrencyCanadian Dollars (or, if the applicableCanadian Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Alternative CurrencyCanadian Dollars exists, in such other manner of administration as the applicableCanadian Agent determines, in consultation with Ryder, is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” or “consolidated” with reference to any term defined herein means as that term is applied to the accounts of Ryder and its Consolidated Subsidiaries consolidated in accordance with GAAP.

“Consolidated Adjusted Net Worth” means, at any date, the total of (a) consolidated shareholders’ equity of Ryder and its Consolidated Subsidiaries, plus (b) any non-cash goodwill impairment charges for the FMS North America reporting unit of Ryder and its Consolidated Subsidiaries which after May 22, 2020 are recorded on the consolidated financial statements of Ryder and its Consolidated Subsidiaries in accordance with GAAP in an aggregate amount not exceed $244,000,000 during the period from May 22, 2020 through the Maturity Date, plus (c) any non-cash currency translation charges that are moved from Ryder’s cumulative translation adjustments in equity to retained earnings and are associated with Ryder’s wind-down of its UK business which after April 25, 2023 are recorded on the consolidated financial statementsof Ryder and its Consolidated Subsidiaries in accordance with GAAP during the period from April 25, 2023 through the Maturity Date, plus (d) any non-cash charges that are moved from Ryder’s net

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actuarial loss and prior service cost in equity to retained earnings and are associated with the annuitization of Ryder’s UK and Canadian pension plans which after April 25, 2023 are recorded on the consolidated financial statements of Ryder and its Consolidated Subsidiaries in accordance with GAAP during the period from April 25, 2023 through the Maturity Date, plus (e) that certain $374,000,000 after-tax charge to shareholders’ equity of Ryder and its Consolidated Subsidiaries resulting from the adoption of FASB ASC 842 which was recorded on the consolidated financial statements of Ryder and its Consolidated Subsidiaries for the fiscal year ended December 31, 2018, in accordance with GAAP (the “ChoiceLease Charge to Equity”), minus (df) an amount equal to (i) $6,700,000 on May 22, 2020, and (ii) $6,700,000 per fiscal quarter, commencing with the fiscal quarter ended June 30, 2020 (it being understood that each such $6,700,000 reduction of shareholders’ equity of Ryder and its Consolidated Subsidiaries pursuant to this clause (d)(ii) shall occur on the last day of each fiscal quarter), in each case, as amortization of the ChoiceLease Charge to Equity in an aggregate amount not to exceed $187,000,000 during the period from May 22, 2020 through the Maturity Date, minus (eg) investments in Subsidiaries other than Consolidated Subsidiaries; provided, that, except as set forth in clauses (c) and (d) of this definition, Consolidated Adjusted Net Worth shall exclude (i) any accumulated other comprehensive income or loss associated with Ryder and its Consolidated Subsidiaries’ pension and other post-retirement plans which is recorded on the consolidated financial statements of Ryder and its Consolidated Subsidiaries in accordance with GAAP, and (ii) any non-cash gains or losses from currency translation adjustments which are recorded in shareholders’ equity on the consolidated financial statements of Ryder and its Consolidated Subsidiaries in accordance with GAAP.

“Consolidated Subsidiary” means, as of any date, any Subsidiary or other Person the accounts of which would be consolidated with those of Ryder in its consolidated financial statements if prepared on such date, in accordance with Generally Accepted Accounting Principles.

“Consolidated Tangible Assets” means, as at any date, the consolidated assets of Ryder and its Consolidated Subsidiaries which may properly be classified as assets in accordance with GAAP, on a consolidated basis and after eliminating (a) all intercompany items, (b) all Intangible Assets, and (c) all investments in Subsidiaries other than Consolidated Subsidiaries (to the extent such investments are not otherwise eliminated).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified in Section 11.22.

“Credit Extension” means each of the following: (a) a Borrowing; (b) a L/C Credit Extension, and (c) a Bankers’ Acceptance Credit Extension.

“Current Maturity Date” has the meaning specified in Section 2.14(a).

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“Daily Simple SOFR” means, with respect to any applicable determination date means the secured overnight financing rate (“, SOFR”) published on such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source).

“DBNA” has the meaning specified in Section 2.19(a)(iii).

“Debt Rating” has the meaning specified in the definition of “Applicable Rate.”

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada, or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deemed Indebtedness Under Limited Recourse Facilities” means (a) the Deemed Receivables Indebtedness, (b) the Deemed Securitization Indebtedness, and (c) in respect of any other Limited Recourse Facility, an amount equal to the greater of (i) ten percent (10%) of the principal amount or aggregate payment obligations, as applicable, under such Limited Recourse Facility, and (ii) two (2) times the percentage recourse under such Limited Recourse Facility of the principal amount or aggregate payment obligations, as applicable, under such Limited Recourse Facility (as determined in accordance with the definition of “Limited Recourse Facility”).

“Deemed Receivables Indebtedness” means, in respect of any Receivables Purchase Agreement, so long as there is a purchased receivable balance outstanding under such Receivables Purchase Agreement, an amount equal to ten percent (10%) of the aggregate face amount of all accounts receivable of Ryder and its Consolidated Subsidiaries which at any given time constitute purchased receivables under such Receivables Purchase Agreement.

“Deemed Securitization Indebtedness” means, in respect of any Securitization Transaction, an amount equal to twenty-five percent (25%) of the amount of Indebtedness of Ryder and its Consolidated Subsidiaries (or of any special purpose securitization conduit incurred in connection with such Securitization Transaction) incurred in connection with such Securitization Transaction, excluding any Indebtedness as to which Ryder and its Consolidated Subsidiaries is the holder.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means: (a) when used with respect to Obligations other than Letter of Credit Fees and Acceptance Fees, an interest rate equal to (i) the Domestic Base Rate, plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans, plus (iii) two percent (2%) per annum; provided, that, with respect to a Eurodollar Rate Loan or an Alternative CurrencyTerm SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2%) per annum; (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus two percent (2%) per annum; and (c) when used with respect to Acceptance Fees, a rate equal to the Applicable Rate plus two percent (2%) per annum.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the applicable Agent and Ryder in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to any Agent, any L/C Issuer, any Swing Line Lender, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit, in Domestic Swing Line Loans, or in Canadian Swing Line Loans, or in U.K. Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified Ryder, any Agent, any L/C Issuer, or any Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect with respect to its funding obligations hereunder or has defaulted in fulfilling its obligation under other credit agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the applicable Agent or Ryder, to confirm in writing to such Agent and Ryder that it will comply with its prospective funding obligations hereunder (provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by such Agent and Ryder), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by any Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by such Agent in a written notice of such determination, which shall be delivered by such Agent to Ryder, each L/C Issuer, each Swing Line Lender and each other Lender promptly following such determination.

“Derivatives Obligations” means, with respect to any Person, all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, total rate of return swap, credit default swap, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions. For purposes of Section 7.01 and Section 8.01(f), the “aggregate amount” of any Derivatives Obligations at any time shall be the maximum amount of any termination or loss payment required to be paid by Ryder and/or its Subsidiaries if such Derivatives Obligations were, at the time of determination hereunder, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred.

“Designated Borrower” means any Designated Canadian Borrower,and any Designated PR Borrower, and any Designated U.K. Borrower.

“Designated Borrower Notice” means the notice substantially in the form of Exhibit E attached hereto.

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“Designated Borrower Request and Assumption Agreement” means the notice substantially in the form of Exhibit F attached hereto.

“Designated Borrower Requirements” has the meaning specified in Section 2.18(a).

“Designated Canadian Borrower” and “Designated Canadian Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Designated PR Borrower” and “Designated PR Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Designated U.K. Borrower” and “Designated U.K. Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Direction” has the meaning specified in Section 3.01(i)(iii).

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative CurrencyCanadian Dollars, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Alternative CurrencyCanadian Dollars last provided (either by publication or otherwise provided to the applicableCanadian Agent,or the Canadian Swing Line Lender, or the U.K. Swing Line Lender, as applicable) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the applicableCanadian Agent,or the Canadian Swing Line Lender or the U.K. Swing Line Lender, as applicable, using any method of determination it deems appropriate in its sole discretion), and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the applicableCanadian Agent using any method of determination it deems appropriate in its sole discretion. Any determination by the applicable Agent,or the Canadian Swing Line Lender or the U.K. Swing Line Lender pursuant to clause (b) above shall be conclusive absent manifest error.

“Domestic Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Domestic Commitments pursuant to Section 2.06(a), and (c) the date of termination of the commitment of each Domestic Lender to make Domestic Revolving Loans and Domestic Swing Line Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.01.

“Domestic Base Rate”means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) the Eurodollar RateTerm SOFRplus 1%; provided, that, if the Domestic Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Domestic Base Rate is being used as an alternate rate of interest pursuant to Section 3.03, then the Domestic Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

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“Domestic Base Rate Loan” means a Domestic Revolving Loan, a U.K. Revolving Loan, or a PR Revolving Loan that bears interest based on the Domestic Base Rate. All Domestic Base Rate Loans are only available to Ryder, the U.K. Borrowers, or the PR Borrowers and shall be denominated in Dollars.

“Domestic Commitment” means, as to each Domestic Lender, its obligation to (a) make Domestic Revolving Loans to Ryder pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Domestic Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Domestic Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Domestic Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Domestic Facility Fee” has the meaning specified in Section 2.09(a)(i).

“Domestic Lender” means, at any time, (a) so long as any Domestic Commitment is in effect, any Lender that has a Domestic Commitment at such time, or (b) if the Domestic Commitments have terminated or expired, any Lender that has a Domestic Revolving Loan or a participation in Domestic Swing Line Loans or L/C Obligations at such time.

“Domestic Loan Notice” means a notice of (a) a Domestic Revolving Borrowing, (b) a conversion of Domestic Revolving Loans from one Type to the other, or (c) a continuation of Eurodollar RateTerm SOFR Loans that are Domestic Revolving Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit B-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of Ryder.

“Domestic Revolving Borrowing” means a borrowing consisting of simultaneous Domestic Revolving Loans of the same Type, in the same currency, and, in the case of Eurodollar RateTerm SOFR Loans, having the same Interest Period, made by each of the Domestic Lenders pursuant to Section 2.01(a).

“Domestic Revolving Credit Exposure” means, as to any Domestic Lender at any time, the aggregate principal amount of such Domestic Lender’s (a) outstanding Domestic Revolving Loans at such time, plus (b) participation in L/C Obligations at such time, plus (c) participation in Domestic Swing Line Loans at such time.

“Domestic Revolving Loan” has the meaning specified in Section 2.01(a).

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Domestic Swing Line Borrowing” means a borrowing of a Domestic Swing Line Loan pursuant to Section 2.04.

“Domestic Swing Line Commitment” means, as to any Domestic Swing Line Lender, the amount set forth opposite such Domestic Swing Line Lender’s name on Schedule 2.04 (as such Schedule may be updated from time to time pursuant to this Agreement). The Domestic Swing Line Commitment of any Domestic Swing Line Lender may be modified from time to time by agreement among Ryder, the Administrative Agent, and such Domestic Swing Line Lender. Schedule 2.04 shall be deemed to be automatically updated to reflect any modification to any Domestic Swing Line Lender’s Domestic Swing Line Commitment effected pursuant to the immediately preceding sentence.

“Domestic Swing Line Lender” means each of (a) Bank of America (through itself or through one of its designated Affiliates or branch offices), in its capacity as provider of Domestic Swing Line Loans hereunder, (b) MUFG Bank, Ltd., in its capacity as provider of Domestic Swing Line Loans hereunder, and (c) any Person that becomes a domestic swing line lender hereunder pursuant to Section 2.04(g)(i). The definition of “Domestic Swing Line Lender” shall be deemed to be automatically updated

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to reflect any replacement or resignation of a Domestic Swing Line Lender pursuant to Section 2.04(g)(i), Section 2.04(h)(i) or Section 11.06(f), as applicable.

“Domestic Swing Line Loan” has the meaning specified in Section 2.04(a)(i).

“Domestic Swing Line Loan Notice” means a notice of a Domestic Swing Line Borrowing pursuant to Section 2.04(b)(i), which shall be substantially in the form of Exhibit C-1 or such other form as approved by the Administrative Agent and the applicable Domestic Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of Ryder.

“Domestic Swing Line Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $100,000,000, and (b) the amount of the Aggregate Domestic Commitments as of such date. The Domestic Swing Line Sublimit is part of, and not in addition to, the Aggregate Domestic Commitments.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” means the occurrence of: (a) a determination by the Administrative Agent, or a notification by Ryder to the Administrative Agent that Ryder has made a determination, that Dollar-denominated syndicated credit facilities currently being executed, or that include language similar to that contained in Section 3.03(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; and (b) the joint election by the Administrative Agent and Ryder to replace LIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy” has the meaning specified in Section 11.17.

“Electronic Record” has the meaning assigned to it by 15 USC §7006.

“Electronic Signature” has the meaning assigned to it by 15 USC §7006.

“Eligible Assignee” means any Person that is a Qualifying Lender that (a) is a Lender, an Affiliate of a Lender or an Approved Fund; (b) a commercial bank, finance company or financial institution organized under the Laws of the United States, or any state thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (c) a savings and loan association or savings bank organized under the Laws of the United States, or any state thereof or the District of Columbia, and having a net worth of at least $1,000,000,000, calculated in accordance with GAAP; (d) a commercial bank or financial institution organized under the Laws of any other country which is a member of the

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Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000 (or the local currency equivalent thereof), provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; and (e) the central bank of any country which is a member of the OECD,in each case, that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)); provided,that, neither General Electric Capital Corporation nor any Affiliate of General Electric Capital Corporation shall be an “Eligible Assignee” for the purposes of this Agreement.

“Environmental Law” means any judgment, decree, order, law, permit, license, rule or regulation pertaining to environmental matters, or any United States, Canadian, United Kingdom or Puerto Rican federal, state, provincial, territorial or local statute, regulation, ordinance, order or decree relating to public health, waste transportation or disposal, or the environment.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers or any guarantor hereunder or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Ryder or any of its Subsidiaries within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (d) the imposition of any liability under Title IV of ERISA with respect to a Pension Plan, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.

“ESG” has the meaning set forth in Section 2.20(a).

“ESG Amendment” has the meaning set forth in Section 2.20(a).

“ESG Applicable Rate Adjustments” has the meaning set forth in Section 2.20(a).

“ESG Pricing Provisions” has the meaning set forth in Section 2.20(a).

“ESTR” means, with respect to any applicable determination date, the Euro Short Term Rate published on the first (1st) Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided, that, if such determination date is not a Business Day, ESTR means such rate that applied on the first (1st) Business Day immediately prior thereto.

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“ESTR Adjustment” means 0.085%.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EURIBOR” has the meaning specified in the definition of “Alternative Currency Term Rate.”

“Euro”, “EU”, and “€” means the single currency of the Participating Member States.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan that is a Domestic Revolving Loan, a PR Revolving Loan, or a U.K. Revolving Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period) (“LIBOR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(b) for any interest calculation with respect to a Domestic Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day; and

(c) for any Interest Period with respect to a Eurodollar Rate Loan that is a Canadian Revolving Loan denominated in Dollars, the rate per annum equal to LIBOR, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Canadian Agent from time to time) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

provided, that, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Eurodollar Rate Loan” means (a) a Domestic Revolving Loan, a PR Revolving Loan, or a U.K. Revolving Loan denominated in Dollars that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate” and (b) a Canadian Revolving Loan denominated in Dollars that bears interest at a rate based on clause (c) of the definition of “Eurodollar Rate”.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income or profit (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) in the case of a Lender, withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or commitment (other than pursuant to an assignment request by Ryder under Section 11.13), or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office; (c) any Canadian federal withholding Taxes imposed

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on amounts payable to or for the account of a Recipient as a result of such Recipient (i) not dealing at arm’s length (within the meaning of the Income Tax Act (Canada) with a Borrower, or (ii) being a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of a Borrower or not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified shareholder” of a Borrower, except, in each case, where the non-arm’s length relationship arises, or where the Recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”, in connection with or as a result of the Recipient having become a party to, received or perfected a security interest under or received or enforced any rights under, a Loan Document, (d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g) or any Taxes in respect of which no additional amounts are payable pursuant to Section 3.01(i); and (e) any withholding Taxes imposed pursuant to FATCA; and (f) VAT, which for the avoidance of doubt, shall be dealt with under Section 3.01(j).

“Existing Credit Agreement” has the meaning specified in the introductory paragraphs hereto.

“Existing Letters of Credit” means the letters of credit described on Schedule 1.01.

“Extending Lender” has the meaning specified in Section 2.14(d).

“Extension Letter” means a letter from the Borrowers to the Agents requesting an extension of each Lender’s Scheduled Maturity Date, substantially in the form of Exhibit G.

“Facility Fees” means, collectively, the Domestic Facility Fee, the Canadian Facility Fee, the U.K. Facility Fee, and the PR Facility Fee.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“FATCA Deduction” means a deduction or withholding from a payment under a Loan Document required by FATCA.

“FCA” has the meaning specified in Section 3.03(c)(i).

“Federal Funds Rate”means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that, if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means the fee letter agreement, dated November 15, 2021, among Ryder, Bank of America, and BofA Securities.

“Financial Officer” of any Person means the chief financial officer, principal accounting officer, controller, assistant controller, treasurer, associate or assistant treasurer or director of treasury services of such Person.

“First Amendment Effective Date” means April 25, 2023.

“Fitch” means Fitch Ratings, a wholly owned subsidiary of Fimilac, S.A, or any of its successors.

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“Foreign Borrower” means each Canadian Borrower, each U.K. Borrower, and any other Foreign Subsidiary that becomes a Borrower hereunder.

“Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Obligor” means each Foreign Borrower and any other Foreign Subsidiary that becomes a guarantor hereunder.

“Foreign Subsidiary” means any Subsidiary that is organized under the Laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, (b) with respect to any Domestic Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Domestic Swing Line Loans, other than Domestic Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof, and (c) with respect to the Canadian Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Canadian Swing Line Loans, other than Canadian Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof, and (d) with respect to the U.K. Swing Line Lender, such Defaulting Lender’s Applicable Percentage of U.K. Swing Line Loans, other than U.K. Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof..

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” or “Generally Accepted Accounting Principles” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including the FASB ASC, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guaranteed Obligations” has the meaning specified in Section 10.01.

“Guaranty” means the guaranty contained in Article X hereof.

“Hazardous Substance” means any toxic substance, hazardous waste or other material regulated by any Environmental Law.

“Head Office” means, with respect to each Agent, with respect to any currency, such Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as such Agent may from time to time notify Ryder and the Lenders.

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“IBA” has the meaning specified in Section 3.03(c)(i).

“Immaterial Subsidiary” means, as of any date, a Subsidiary whose results of operations, considered alone or in the aggregate with other Subsidiaries treated as Immaterial Subsidiaries, do not have a material effect on the business, consolidated financial position or consolidated results of operations of Ryder and its Consolidated Subsidiaries, taken as a whole.

“Indebtedness” means, with respect to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under Capitalized Leases, (e) all Deemed Indebtedness Under Limited Recourse Facilities of such Person, (f) all obligations of such Person as lessee in respect of synthetic leases, and (g) all Indebtedness of others guaranteed by such Person. For the avoidance of doubt, all obligations under Limited Recourse Facilities other than Deemed Indebtedness Under Limited Recourse Facilities shall not be Indebtedness for the purposes of this definition.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under any Loan Document, and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Intangible Assets” means the aggregate amount of the sum of the following (to the extent reflected in determining consolidated shareholders’ equity of Ryder and its Consolidated Subsidiaries): (a) all write-ups (other than write-ups resulting from foreign currency transactions and write-ups of assets of a going concern business made within twelve (12) months after the acquisition of such business) subsequent to December 31, 2020 in the book value of any assets owned by Ryder or a Consolidated Subsidiary, (b) all investments in Subsidiaries other than Consolidated Subsidiaries, and (c) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or developmental expenses and other intangible assets.

“Intercompany Indebtedness” means any Indebtedness owed directly between Ryder and a Subsidiary of Ryder or between Subsidiaries of Ryder.

“Interest Payment Date” means: (a) as to any Eurodollar RateTerm SOFR Loan, the last day of each Interest Period applicable to such Eurodollar RateTerm SOFR Loan and the Maturity Date; provided, that, if any Interest Period for a Eurodollar RateTerm SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates;and (b) as to any Base Rate Loan, any Canadian Prime Rate Loan, any Domestic Swing Line Loan, or any Canadian Swing Line Loan, or any U.K. Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date; (c) as to any Alternative Currency Daily Rate Loan, the last Business Day of each calendar month and the Maturity Date; and (d) as to any Alternative Currency Term Rate Loan, the last day of each Interest Period applicable to such Alternative Currency Term Rate Loan and the Maturity Date; provided, that, that if any Interest Period for an Alternative Currency Term Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall be Interest Payment Dates..

“Interest Period” means, as to each Eurodollar Rate Loan and each Alternative Currency Term RateSOFR Loan, the period commencing on the date such Eurodollar Rate Loan or such Alternative Currency Term RateSOFR Loan is disbursed or converted to or continued as a Eurodollar RateTerm SOFR Loan or an Alternative Currency Term Rate Loan, as applicable, and ending on the date one (1), three (3), or six (6) months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable Borrower in its Loan Notice, or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the applicable

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Lenders; provided, that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date.

“IRS” means the United States Internal Revenue Service.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuer Document” means, with respect to any Letter of Credit, each of the Letter of Credit Application delivered with respect to such Letter of Credit, and any other document, agreement (including any reimbursement agreement) or instrument entered into by the applicable L/C Issuer and Ryder (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Judgment Currency” has the meaning specified in Section 11.21.

“KPIs” has the meaning set forth in Section 2.20.

“Law” or “law” means any international, foreign, Federal, state, provincial or local statute, treaty, rule, guideline, regulation, ordinance, code or administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and any applicable administrative order, directed duty, request, license, authorization or permit of, or agreement with, any Governmental Authority.

“L/C Commitment” means the amount set forth opposite each L/C Issuer’s name on Schedule 2.03 (as such Schedule may be updated from time to time pursuant to this Agreement). The L/C Commitment of each L/C Issuer may be modified from time to time by agreement among Ryder, the Administrative Agent, and such L/C Issuer. Schedule 2.03 shall be deemed to be automatically updated to reflect any modification to any L/C Issuer’s L/C Commitment effected pursuant to the immediately preceding sentence.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Disbursement” means a payment made by a L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer” means each of Bank of America (through itself or through one of its designated Affiliates or branch offices), U.S. Bank National Association, and Wells Fargo Bank, National Association, in each case, in its capacity as issuer of Letters of Credit hereunder, and each other Lender (if any) as Ryder may from time to time select as a L/C Issuer hereunder pursuant to Section 2.03; provided that such Lender has agreed to be a L/C Issuer. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. The definition of “L/C Issuer” shall be deemed to be automatically updated to reflect any replacement of a L/C Issuer pursuant to Section 2.03(p) or Section 11.06(f), as applicable.

“L/C Obligations” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount of all Unreimbursed Amounts. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”

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in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender shall remain in full force and effect until the L/C Issuers and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement, and their successors and assigns and, unless the context requires otherwise, includes Swing Line Lender. Subject to Section 3.06, each Lender at its option may make any Credit Extension or otherwise perform its obligations hereunder through any Lending Office.

“Lender Party” means each Lender, each L/C Issuer, and each Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Ryder and the Administrative Agent,which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. For purposes of this Agreement, each of Bank of America, London Branch and Bank of America Europe Designated Activity Company is a designated Affiliate of Bank of America. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” means any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Fee” has the meaning specified in Section 2.03(l).

“Letter of Credit Report” means a certificate substantially the form of Exhibit H or any other form approved by the Administrative Agent.

“Letter of Credit Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $75,000,000, and (b) the amount of the Aggregate Domestic Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Domestic Commitments.

“LIBOR” has the meaning specified in the definition of “Eurodollar Rate.”

“LIBOR Rate” has the meaning specified in the definition of “Eurodollar Rate.”

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, hypothec, deposit arrangement, encumbrance, lien (statutory or other), charge, or other preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, the interest of a lessor under a Capitalized Lease, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Recourse Facility” means (a) any Receivables Purchase Agreement, (b) any Securitization Transaction, and (c) any other transaction similar to any of those described in clause (a) or clause (b) above to which such Ryder or any of its Consolidated Subsidiaries is a party, under which recourse as a general obligation of Ryder and its Consolidated Subsidiaries (other than a special purpose non-operating Subsidiary formed for the purpose of the relevant transaction) is limited to not more than twenty five percent (25%) of the aggregate principal amount or aggregate payment obligations, as applicable, under such transaction. Limited recourse as provided for in clause (c) above shall be determined by Ryder as set forth in a written notice to the Administrative Agent (together with any appropriate supporting documentation) and shall be reasonably acceptable to the Administrative Agent; provided, that, if the Administrative Agent does not accept such determination, Ryder and the Administrative Agent shall enter into good faith negotiations in order to determine the amount of the

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limited recourse with respect to any such transaction and, prior to Ryder and the Administrative Agent making such determination, such transaction shall not be treated as a “Limited Recourse Facility” hereunder.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Domestic Revolving Loan, a Canadian Revolving Loan, a U.K. Revolving Loan, a PR Revolving Loan, a Domestic Swing Line Loan, or a Canadian Swing Line Loan, or a U.K. Swing Line Loan.

“Loan Document” means each of this Agreement, each Note, each Bankers’ Acceptance, each Issuer Document, the Fee Letter, each Designated Borrower Request and Assumption Agreement, each ESG Amendment, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of this Agreement, each guaranty executed and delivered pursuant to Section 7.05, and any other document, instrument or agreement designated as a “Loan Document” by Ryder and the Administrative Agent.

“Loan Notice” means a Domestic Loan Notice, a Canadian Loan Notice, a U.K. Loan Notice, or a PR Loan Notice, as the context may require.

“Majority Level” has the meaning specified in the definition of “Applicable Rate”.

“Maturity Date” means the later of (a) December 14, 2026, and (b) if maturity is extended pursuant to Section 2.14, such extended maturity date as determined pursuant to Section 2.14 (such date, as so extended as it relates to any Lender, being referred to herein as such Lender’s “Scheduled Maturity Date”); provided, that, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Maximum Rate” has the meaning specified in Section 11.09.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time, or (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.03(q) or Section 8.01, an amount equal to the Outstanding Amount of all L/C Obligations.

“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including any Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“New U.K. Lender” has the meaning specified in Section 3.01(i)(ix).

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01, and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extending Lender” has the meaning specified in Section 2.14(b).

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b).

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“Non-Reimbursement Notice” has the meaning specified in Section 2.03(f).

“Non-Schedule I Bank” means at least one but not more than two Canadian Lenders which are Schedule II Banks or Schedule III Banks under the Bank Act (Canada) to be designated by the Canadian Agent and the Canadian Borrowers (with the consent of each such Canadian Lender).

“Note” means a promissory note made by one or more of the Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit D.

“Notice Date” has the meaning specified in Section 2.14(b).

“Notice of Additional L/C Issuer” means a certificate in a form approved by the Administrative Agent.

“Obligation” means any indebtedness, obligation or liability of the Borrowers, and any obligation with respect to any Letter of Credit issued for the account of any of Ryder’s Domestic Subsidiaries, to any Lender, to any Agent, or to any L/C Issuer, individually or collectively, existing on the Closing Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, in each case, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made, any of the L/C Obligations incurred, any of the Bankers’ Acceptances incurred, or under or in connection with any Letter of Credit Application, Letter of Credit, Note, or any other instrument at any time evidencing any thereof.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Rate Early Opt-in” means the Administrative Agent and Ryder have elected to replace LIBOR with a Benchmark Replacement other than a SOFR-based rate pursuant to (a) an Early Opt-in Election, and (b) Section 3.03(c)(ii) and clause (b) of the definition of “Benchmark Replacement.”

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means: (a) with respect to Revolving Loans, Domestic Swing Line Loans, and Canadian Swing Line Loans, and U.K. Swing Line Loans on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans, Domestic Swing Line Loans, and Canadian Swing Line Loans, and U.K. Swing Line Loans, as the case may be, occurring on such date; (b) with respect to any L/C Obligations on any date, the Dollar Equivalent of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts; and (c) with respect to any Bankers’ Acceptances on any date, the Dollar Equivalent of the aggregate outstanding amount of such Bankers’ Acceptances on such date after giving effect to any issuances or purchases or refunds of such Bankers’ Acceptances on such date.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate, and (ii) an overnight rate determined by the applicable Agent, the applicable L/C Issuer, or the applicable Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative CurrencyCanadian Dollars, an overnight rate determined by the applicableCanadian Agent or

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the applicableCanadian Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” has the meaning specified in Section 3.01(i)(vi)(B).

“PATRIOT Act” has the meaning specified in Section 11.18.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Sections 412, 430 and 436 of the Code and Sections 302, 303 and 307 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan) that is maintained or is contributed to by any Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code, other than a Multiemployer Plan.

“Permitted Liens” has the meaning specified in Section 7.02.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Borrower or any ERISA Affiliate or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees, other than a Multiemployer Plan.

“Platform” has the meaning specified in Section 6.04.

“PR Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate PR Commitments pursuant to Section 2.06(d), and (c) the date of termination of the commitment of each PR Lender to make PR Revolving Loans pursuant to Section 8.01.

“PR Borrower” and “PR Borrowers” each has the meaning specified in the introductory paragraph hereto.

“PR Commitment” means, as to each PR Lender, its obligation to make PR Revolving Loans to the PR Borrowers pursuant to Section 2.01(d), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such PR Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such PR Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“PR Facility Fee” has the meaning specified in Section 2.09(a)(iv).

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“PR Lender” means, at any time, (a) so long as any PR Commitment is in effect, any Lender that has a PR Commitment at such time, or (b) if the PR Commitments have terminated or expired, any Lender that has a PR Revolving Loan at such time.

“PR Loan Notice” means a notice of (a) a PR Revolving Borrowing, (b) a conversion of PR Revolving Loans from one Type to the other, or (c) a continuation of Eurodollar RateTerm SOFR Loans that are PR Revolving Loans, pursuant to Section 2.02(d), which shall be substantially in the form of Exhibit B-4 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable PR Borrower.

“PR Revolving Borrowing” means a borrowing consisting of simultaneous PR Revolving Loans of the same Type, in the same currency, and, in the case of Eurodollar RateTerm SOFR Loans, having the same Interest Period, made by each of the PR Lenders pursuant to Section 2.01(d).

“PR Revolving Credit Exposure” means, as to any PR Lender at any time, the aggregate principal amount of such PR Lender’s outstanding PR Revolving Loans at such time.

“PR Revolving Loan” has the meaning specified in Section 2.01(d).

“Preferred Stock” means capital stock which is preferred as to dividends or upon liquidation to any other capital stock of such Consolidated Subsidiary.

“Pricing Level” means any of Pricing Level 1, Pricing Level 2, Pricing Level 3, Pricing Level 4, or Pricing Level 5 set forth in the table in the definition of “Applicable Rate”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.04.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.22.

“Qualifying Lender” means with respect to: (a) any Domestic Lender and/or PR Lender, a Person that is incorporated or organized under the Laws of the United States or a state thereof or the District of Columbia or that has complied with the provisions of Section 3.01 with respect to such Person’s complete exemption from deduction or withholding of United States federal income taxes;and (b) any U.K. Lender, a U.K. Qualifying Lender; and (c) any Canadian Lender, a Person that is resident in Canada for purposes of the Income Tax Act (Canada) and which is named in Schedule I or Schedule II to the Bank Act (Canada) or deemed resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) in respect of amounts paid or credited under this Agreement and which is named in Schedule III to the Bank Act (Canada).

“RBC” means Royal Bank of Canada.

“Real Property” means all real property now or hereafter owned, operated, or leased by Ryder or any of its Consolidated Subsidiaries.

“Reallocation” means a transfer by the Borrowers of a portion of the Domestic Commitments, or all or a portion of the Canadian Commitments, or all or a portion of the U.K. Commitments, or all or a portion of the PR Commitments, in each case in accordance with Section 2.06(e) hereof.

“Receivables Purchase Agreement” means (a) any trade receivables purchase and sale facilities and/or other receivables purchase agreements permitted pursuant to Section 7.03 (including the Trade

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Receivables Purchase and Sale Agreement, dated October 30, 2009, by and among Ryder Receivable Funding III, L.L.C., Ryder, MUFG Bank, Ltd., New York Branch, and Victory Receivables Corporation (and any replacement, amendment or restatement to such facility)), and (b) any other trade receivables facility that has been consented to by the Administrative Agent, such consent not to be unreasonably withheld, and, in either case, whether characterized as a sales agreement or a security agreement.

“Recipient” means any Agent, any Lender, any L/C Issuer, or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder.

“Refunding Bankers’ Acceptance” has the meaning specified in Section 2.19(b).

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body”means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Rate” means with respect to any (a) Revolving Loan denominated in Dollars, LIBOR (or any Benchmark Replacement thereto for Revolving Loans denominated in Dollars), (b) Revolving Loans denominated in Sterling, SONIA (or any Successor Rate thereto), (c) Revolving Loan denominated in Euros, EURIBOR (or any Successor Rate thereto), (d) U.K. Swing Line Loan denominated in Dollars, LIBOR (or any Benchmark Replacement thereto for U.K. Swing Line Loans denominated in Dollars), (e) U.K. Swing Line Loan denominated in Euros, ESTR (or any Successor Rate thereto), (f) U.K. Swing Line Loan denominated in Sterling, Simple SONIA (or any Successor Rate thereto), and (g) any Bankers’ Acceptance, the CDOR Rate (or any Successor Rate thereto).

“Removal Effective Date” has the meaning specified in Section 9.06(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Domestic Revolving Borrowing, or a conversion or continuation of Domestic Revolving Loans, a Domestic Loan Notice, (b) with respect to a Canadian Revolving Borrowing, or a conversion or continuation of Canadian Revolving Loans, a Canadian Loan Notice, (c) with respect to a U.K. Revolving Borrowing, or a conversion or continuation of U.K. Revolving Loans, a U.K. Loan Notice, (d) with respect to a PR Revolving Borrowing, or a conversion or continuation of PR Revolving Loans, a PR Loan Notice, (ed) with respect to a L/C Credit Extension, a Letter of Credit Application, (fe) with respect to a Domestic Swing Line Loan, a Domestic Swing Line Loan Notice, (gf) with respect to a Canadian Swing Line Loan, a Canadian Swing Line Loan Notice, (h) with respect to a U.K. Swing Line Loan, a U.K. Swing Line Loan Notice, and (ig) with respect to a Bankers’ Acceptance, a Bankers’ Acceptance Notice.

“Required Canadian Lenders” means, at any time, Canadian Lenders having Total Canadian Credit Exposures representing more than fifty percent (50%) of the Total Canadian Credit Exposures of all Canadian Lenders at such time. The Total Canadian Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Canadian Lenders at any time; provided, that, the amount of any participation in any Canadian Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Canadian Lender shall be deemed to be held by the Canadian Lender that is the Canadian Swing Line Lender in making such determination.

“Required Domestic Lenders” means, at any time, Domestic Lenders having Total Domestic Credit Exposures representing more than fifty percent (50%) of the Total Domestic Credit Exposures of all Domestic Lenders at such time. The Total Domestic Credit Exposure of any Defaulting Lender shall

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be disregarded in determining Required Domestic Lenders at any time; provided, that, the amount of any participation in any Domestic Swing Line Loan and any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Domestic Lender shall be deemed to be held by the Domestic Lender that is the applicable Domestic Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders at such time. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Domestic Swing Line Loan, or any Canadian Swing Line Loan, or any U.K. Swing Line Loan and any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the applicable Domestic Swing Line Lender, the Canadian Swing Line Lender, the U.K. Swing Line Lender, or the applicable L/C Issuer, as the case may be, in making such determination.

“Required PR Lenders” means, at any time, PR Lenders having Total PR Credit Exposures representing more than fifty percent (50%) of the Total PR Credit Exposures of all PR Lenders at such time. The Total PR Credit Exposure of any Defaulting Lender shall be disregarded in determining Required PR Lenders at any time.

“Required U.K. Lenders” means, at any time, U.K. Lenders having Total U.K. Credit Exposures representing more than fifty percent (50%) of the Total U.K. Credit Exposures of all U.K. Lenders at such time. The Total U.K. Credit Exposure of any Defaulting Lender shall be disregarded in determining Required U.K. Lenders at any time; provided, that, the amount of any participation in any U.K. Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another U.K. Lender shall be deemed to be held by the U.K. Lender that is the U.K. Swing Line Lender in making such determination.

“Rescindable Amount” has the meaning specified in Section 2.12(b)(ii).

“Resignation Effective Date” has the meaning specified in Section 9.06(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Borrower, the chief executive officer, a president, or a Financial Officer of such Borrower, with respect to any U.K. Borrower, any director of such U.K. Borrower, and, solely for purposes of the delivery of incumbency certificates in connection with this Agreement, the secretary or any assistant secretary of such Borrower, and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Borrower so designated by any of the foregoing officers in a notice to the Agents or any other officer or employee of the applicable Borrower designated in or pursuant to an agreement between the applicable Borrower and the Agents. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

“Revaluation Date” means: (a) with respect to any Revolving Loan denominated in an Alternative Currency, each of the following: (i) each date of a Revolving Borrowing of an Alternative Currency Loan; (ii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 2.02; (iii) with respect to an Alternative Currency Daily Rate Loan, each Interest Payment Date, (iv) with respect to Canadian Revolving Loans, such additional dates as the Canadian Agent shall determine or the Required Canadian Lenders shall require; (v) with respect to U.K. Revolving Loans, such additional dates as the Administrative Agent shall determine or the Required U.K. Lenders shall require; (b) with respect to any Canadian Swing Line Loan denominated in an Alternative CurrencyCanadian Dollars: (i) each date of a Canadian Swing Line Borrowing; and (ii) such additional dates as the Canadian Agent or the Canadian Swing Line Lender shall determine or the Required Canadian Lenders shall require; and (cb)

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with respect to any U.K. Swing Line Loan denominated in an Alternative Currency: (i) each date of a U.K. Swing Line Borrowing; and (ii) such additional dates as the Administrative Agent or the U.K. Swing Line Lender shall determine or the Required U.K. Lenders shall require; and (d) with respect to any Bankers’ Acceptance, each of the following: (i) each date of an acceptance of a Bankers’ Acceptance denominated in Canadian Dollars, (ii) each date of an amendment of any such Bankers’ Acceptance having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by any Canadian Lender under any Bankers’ Acceptance denominated in Canadian Dollars, and (iv) such additional dates as the Canadian Agent shall determine or the Required Canadian Lenders shall require.

“Revolving Borrowing” means a Domestic Revolving Borrowing, a Canadian Revolving Borrowing, a U.K. Revolving Borrowing, or a PR Revolving Borrowing, as the context may require.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount of such Lender’s (a) outstanding Revolving Loans at such time, plus (b) participation in L/C Obligations at such time, plus (c) participation in Domestic Swing Line Loans at such time, plus (d) outstanding Bankers’ Acceptances at such time at such time.

“Revolving Loan” means a Domestic Revolving Loan, a Canadian Revolving Loan, a U.K. Revolving Loan, or a PR Revolving Loan, as the context may require.

“RSH” has the meaning specified in the introductory paragraph hereto.

“Ryder” has the meaning specified in the introductory paragraph hereto.

“Ryder Canada Limited” has the meaning specified in the introductory paragraph hereto.

“Ryder Holdings Canada” has the meaning specified in the introductory paragraph hereto.

“Ryder Limited” has the meaning specified in the introductory paragraph hereto.

“Ryder PR” has the meaning specified in the introductory paragraph hereto.

“Ryder Supply Chain Canada” has the meaning specified in the introductory paragraph hereto.

“Ryder Supply Chain PR” has the meaning specified in the introductory paragraph hereto.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative CurrencyCanadian Dollars, same day or other funds as may be reasonably determined by the applicableCanadian Agent, or the applicableCanadian Swing Line Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative CurrencyCanadian Dollars.

“Sanctions” means any sanction laws relating to terrorism and anti-money laundering administered or enforced by the United States government (including OFAC), the Canadian government, the United Nations Security Council, the European Union, HerHis Majesty’s Treasury or the Canadian government.

“Schedule I Bank” means any bank named on Schedule I to the Bank Act (Canada).

“Scheduled Maturity Date” has the meaning specified in the definition of “Maturity Date”.

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).

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“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Indebtedness” means (a) Indebtedness and all Derivatives Obligations of any Borrower or any of Ryder’s Consolidated Subsidiaries and all reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, in each case, secured by a lien or other encumbrance on, or title to, any real or personal property, (b) unsecured Indebtedness and Derivatives Obligations of any of Ryder’s Consolidated Subsidiaries (other than the Canadian Borrowers or the U.K. Borrowers) and unsecured reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of Ryder’s Consolidated Subsidiaries (other than the Canadian Borrowers or the U.K. Borrowers), (c) the aggregate liquidation preference of all Preferred Stock issued by Ryder’s Consolidated Subsidiaries which is not owned by Ryder and its Consolidated Subsidiaries, and (d) any Deemed Indebtedness Under Limited Recourse Facilities and all obligations as lessee in respect of synthetic leases, in each case to the extent not otherwise included as Secured Indebtedness pursuant to clauses (a) and (b) above.

“Securities Act” means the Securities Act of 1933.

“Securitization Subsidiary” has the meaning specified in the definition of “Securitization Transaction.”

“Securitization Transaction” means: (a) any securitization transaction permitted pursuant to Section 7.03 whereby (i) Ryder or an Affiliate of Ryder transfers the beneficial interests in certain of its assets directly or indirectly to a special purpose bankruptcy-remote Subsidiary of Ryder (a “Securitization Subsidiary”) in transfers that include one or more true sales of such beneficial interests, (ii) such Securitization Subsidiary finances (which may or may not be a financing for accounting and tax purposes) the beneficial interests directly with a lender or a purchaser or by issuing new securities backed by the beneficial interests, and (iii) such financing is on a non-recourse basis to Ryder or any of its other Subsidiaries and/or Affiliates (other than with respect to (A) the applicable Securitization Subsidiary, (B) any limited recourse contemplated under this Agreement under any of the Limited Recourse Facilities, or (C) for breaches of standard representations, warranties and covenants and indemnification obligations that would not have a material adverse effect on the business, assets or financial condition of Ryder and its Subsidiaries); provided, that, any amendments to such securitization transactions do not materially modify or alter the terms of recourse or levels of recourse under such transaction to levels greater than those permitted by Section 7.03; and (b) any other securitization transaction that has been consented to by the Administrative Agent, such consent not to be unreasonably withheld.

“Securitized Assets” has the meaning specified in Section 7.03(e).

“Senior Public Debt Ratings” means the rating(s) of Ryder’s public unsecured long-term senior debt, without third party credit enhancement, issued by Fitch, Moody’s and/or S&P; or, in the event no such debt of Ryder is outstanding or if such debt shall be outstanding but shall not be rated by Fitch, S&P or Moody’s, the rating(s) of this credit facility issued by Fitch, Moody’s and/or S&P (or, if Fitch, Moody’s and S&P do not exist, another nationally recognized rating agency approved by the Administrative Agent) upon request of Ryder.

“Simple SONIA” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the first Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided, that, if such determination date is not a Business Day, Simple SONIA means such rate that applied on the first (1st) Business Day immediately prior thereto.

“SOFR” has the meaning specified in the definition of “Daily Simple SOFR.”means the Secured Overnight Financing Rate as administeredby the Federal Reserve Bank of New York (or a successor administrator).

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“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time.

“SOFR Early Opt-in” means the Administrative Agent and Ryder have elected to replace LIBOR pursuant to (a) an Early Opt-in Election, and (b) Section 3.03(c)(i) and clause (a) of the definition of “Benchmark Replacement.”

“SONIA” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth (5th) Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided, that, if such determination date is not a Business Day, SONIA means such rate that applied on the first (1st) Business Day immediately prior thereto.

“SONIASOFR Adjustment” means, (a) with respect to SONIA, 0.0326% per annumTerm SOFR, (i) for any one (1) month, three (3) month, or six (6) month interest period, 0.10% (10 basis points) or (ii) for any other interest period agreed to by all applicable Lenders pursuant to the definition of “Interest Period”, such amount as is agreed to by all such Lenders for such interest period and (b) with respect to Daily Simple SONIA, 0.0168% per annumSOFR, 0.10% (10 basis points).

“Sterling” and “£” means the lawful currency of the United Kingdom.

“Subject Party” has the meaning specified in Section 3.01(j)(ii).

“Subsidiary” means, with respect to any parent entity, any Person of which such parent entity shall at any time own directly or indirectly through a Subsidiary or Subsidiaries of such parent entity at least a majority of the outstanding capital stock or other interest entitled to vote generally. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Ryder.

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supplier” has the meaning specified in Section 3.01(j)(ii).

“Supported QFC” has the meaning specified in Section 11.22.

“Sustainability Coordinator” means BofA Securities, in its capacity as the sustainability coordinator.

“Sustainability Linked Loan Principles” means the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association).

“Swing Line Lender” means each Domestic Swing Line Lender (in the case of Domestic Swing Line Loans),and the Canadian Swing Line Lender (in the case of Canadian Swing Line Loans), and the U.K. Swing Line Lender (in the case of U.K. Swing Line Loans), as the context may require.

“Swing Line Loan” means any Domestic Swing Line Loan,and/or any Canadian Swing Line Loan, and/or any U.K. Swing Line Loans, as the context may require.

“Swing Line Loan Notice” means a Domestic Swing Line Loan Notice, a Canadian Swing Line Loan Notice, and/or a U.K.Canadian Swing Line Loan Notice, as the context may require.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

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“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR”means: (a)for any Interest Period with respect to a Term SOFRLoan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government SecuritiesBusiness Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided, that, if such rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; in each case, plus the SOFR Adjustment; and (b)for any interest calculation with respect to a Domestic Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government SecuritiesBusiness Days prior to such date with a term of one (1) month commencing that day; provided, that, if such rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term; provided, that, if Term SOFR determined in accordance with either of the foregoing clause (a) or clause (b) would otherwise be less than zero, Term SOFR shallbe deemed zero for purposes of this Agreement.

“Term SOFRConforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR or any proposed Term SOFR Successor Rate, as applicable, any conformingchanges to the definition of “Domestic Base Rate”,the definition of “Interest Period”, the definition of “SOFR”, the definition of “Term SOFR”,the timing and frequency of determining rates and making payments of interest, and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”,the timing of borrowing requests or prepayment, conversion or continuation notices, and the length of lookback periods) as may be appropriate, in the discretion of, with respect to any Domestic Revolving Loan or any PR Revolving Loan, the Administrative Agent, or with respect to any Canadian Revolving Loan, the Canadian Agent, in each case, in consultation with Ryder,to reflect the adoption and implementation of such applicable rate(s)and to permit the administration thereof by the applicableAgent in a manner substantially consistent with market practice (or, if the applicable Agent determinesthat adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rateexists, in such other manner of administration as the applicable Agent determines,in consultation with Ryder, is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Term SOFR Loan” means a Loan that is denominated in Dollars andthat bears interest at a rate based on clause (a) of the definition of “Term SOFR”.

“Term SOFR ReplacementDate” has the meaning specified in Section 3.03(c).

“Term SOFR Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).

“Term SOFR”means, for the applicable Corresponding Tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available Tenor corresponds equally to two Available Tenors of the applicable Benchmark Replacement, the Corresponding Tenor of the shorter duration shall be applied), the forward-looking term rate based on the secured overnight financing rate that has been selected or recommended by the Relevant Governmental Body.Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to, with respect to (a) any Domestic Revolving Loan or any PR Revolving Loan, the Administrative Agent and (b) any Canadian Revolving Loan, the Canadian Agent) andpublished on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the applicableAgent from time to time).

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“Term SOFR Successor Rate” has the meaning specified in Section 3.03(c).

“Total Canadian Credit Exposure” means, as to any Canadian Lender at any time, the unused Canadian Commitment of such Canadian Lender at such time and the Canadian Revolving Credit Exposure of such Canadian Lender at such time.

“Total Canadian Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all Canadian Revolving Loans as of such date, plus the aggregate Outstanding Amount of all Canadian Swing Line Loans as of such date, plus the aggregate Outstanding Amount of all Bankers’ Acceptances as of such date.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitment of such Lender at such time and the Revolving Credit Exposure of such Lender at such time.

“Total Domestic Credit Exposure” means, as to any Domestic Lender at any time, the unused Domestic Commitment of such Domestic Lender at such time and the Domestic Revolving Credit Exposure of such Domestic Lender at such time.

“Total Domestic Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all Domestic Revolving Loans as of such date, plus the aggregate Outstanding Amount of all Domestic Swing Line Loans as of such date, plus the aggregate Outstanding Amount of all L/C Obligations as of such date.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans of such date, plus the aggregate Outstanding Amount of all L/C Obligations as of such date, plus the aggregate Outstanding Amount of all Bankers’ Acceptances as of such date.

“Total PR Credit Exposure” means, as to any PR Lender at any time, the unused PR Commitment of such PR Lender at such time and the PR Revolving Credit Exposure of such PR Lender at such time.

“Total PR Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all PR Revolving Loans as of such date.

“Total U.K. Credit Exposure” means, as to any U.K. Lender at any time, the unused U.K. Commitment of such U.K. Lender at such time and the U.K. Revolving Credit Exposure of such U.K. Lender at such time.

“Total U.K. Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all U.K. Revolving Loans as of such date, plus the aggregate Outstanding Amount of all U.K. Swing Line Loans as of such date.

“Type” means, with respect to a Revolving Loan, its character as a Domestic Base Rate Loan, a Canadian Base Rate Loan, a Canadian Prime Rate Loan, or a Eurodollar Rate Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term RateSOFR Loan.

“U.K. Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate U.K. Commitments pursuant to Section 2.06(c), and (c) the date of termination of the commitment of each U.K. Lender to make U.K. Revolving Loans and U.K. Swing Line Loans pursuant to Section 8.01.

“U.K. Borrower” and “U.K. Borrowers” each has the meaning specified in the introductory paragraph hereto.

“U.K. Borrower DTTP Filing” means an H.M. Revenue & Customs’ Form DTTP2, duly completed and filed with H.M. Revenue & Customs by the relevant U.K. Borrower, which: (a) where it relates to a U.K. Treaty Lender that is a U.K. Lender on the day this Agreement (or any amendment hereto) is entered into, contains the scheme reference number and jurisdiction of tax residence stated on

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its signature page to this Agreement (or any amendment hereto) or as otherwise notified to Ryder by that U.K. Treaty Lender in writing, and (i) where the U.K. Borrower is a Borrower on the day this Agreement (or any amendment hereto) is entered into, is filed with H.M. Revenue & Customs within 30 days of the day this Agreement (or any amendment hereto) is entered into, or (ii) where the U.K. Borrower is not a Borrower on the day this Agreement is entered into, is filed with H.M. Revenue & Customs within 30 days of the date on which that U.K. Borrower becomes a U.K. Borrower; or (b) where it relates to a U.K. Treaty Lender that is not a party to this Agreement on the day this Agreement (or any amendment hereto) is entered into, contains the scheme reference number and jurisdiction of tax residence stated in respect of that U.K. Lender in the relevant Assignment and Assumption or other agreement where such Person become a party hereto, as the case may be, or as otherwise notified to Ryder in writing, and (i) where the U.K. Borrower is a U.K. Borrower as at the relevant assignment date or the date on which the increase to the Aggregate U.K. Commitments take(s) effect (as applicable) is filed with H.M. Revenue & Customs within 30 days of that date, or (ii) where the U.K. Borrower is not a U.K. Borrower as at the relevant assignment date or the date on which the increase to the Aggregate U.K. Commitments take(s) effect (as applicable) is filed with H.M. Revenue & Customs within 30 days of the date on which that U.K. Borrower becomes a U.K. Borrower.

“U.K. Commitment” means, as to each U.K. Lender, its obligation to (a) make U.K. Revolving Loans to the U.K. Borrowers pursuant to Section 2.01(c), and (b) purchase participations in U.K. Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such U.K. Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such U.K. Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“U.K. CTA 2009” means the United Kingdom Corporation Tax Act 2009.

“U.K. Excess Amount” has the meaning specified in Section 2.05(d)(ii).

“U.K. Facility Fee” has the meaning specified in Section 2.09(a)(iii).

“U.K. ITA 2007” means the United Kingdom Income Tax Act 2007.

“U.K. Lender” means, at any time, (a) so long as any U.K. Commitment is in effect, any Lender that has a U.K. Commitment at such time, or (b) if the U.K. Commitments have terminated or expired, any Lender that has a U.K. Revolving Loan or a participation in U.K. Swing Line Loans at such time.

“U.K. Lender Party” means the Administrative Agent, any U.K. Lender, or the U.K. Swing Line Lender.

“U.K. Loan Notice” means a notice of (a) a U.K. Revolving Borrowing, or (b) a continuation of Alternative Currency Term Rate Loans that are U.K. Revolving Loans, pursuant to Section 2.02(c), which shall be substantially in the form of Exhibit B-3 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable U.K. Borrower.

“U.K. Qualifying Lender” means (a) a U.K. Lender which is beneficially entitled to interest payable to that U.K. Lender in respect of an advance under a Loan Document and is (i) a U.K. Lender (A) which is a bank (as defined for the purpose of section 879 of the U.K. ITA 2007) making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the U.K. CTA 2009, or (B) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the U.K. ITA 2007) at the time that that advance was made and is either within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance, or is a bank (as defined for the purpose of section 879 of the U.K. ITA 2007) and would be within such charge as respects such payments apart from section 18A of the U.K. CTA 2009, or (ii) a U.K. Lender which is (A) a company resident in the United Kingdom for United Kingdom tax purposes, or (B) a partnership each

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member of which is (x) a company so resident in the United Kingdom, or (y) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the U.K. CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the U.K. CTA 2009, or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the U.K. CTA 2009) of that company, or (iii) a U.K. Treaty Lender, or (b) a U.K. Lender which is a building society (as defined for the purposes of section 880 of the U.K. ITA 2007) making an advance under a Loan Document.

“U.K. Revolving Borrowing” means a borrowing consisting of simultaneous U.K. Revolving Loans of the same Type, in the same currency, and, in the case of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, having the same Interest Period, made by each of the U.K. Lenders pursuant to Section 2.01(c).

“U.K. Revolving Credit Exposure” means, as to any U.K. Lender at any time, the aggregate principal amount of such U.K. Lender’s (a) outstanding U.K. Revolving Loans at such time, plus (b) participation in U.K. Swing Line Loans at such time.

“U.K. Revolving Loan” has the meaning specified in Section 2.01(c).

“U.K. Subsidiary” means a Subsidiary organized under the Laws of England and Wales.

“U.K. Swing Line Alternative Currency Rate” means, for any day, with respect to any U.K. Swing Line Loan:

(a) denominated in Sterling, the rate per annum equal to Simple SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; and

(b) denominated in Euros, the rate per annum equal to ESTR plus the ESTR Adjustment;

provided, that, if any U.K. Swing Line Alternative Currency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in a U.K. Swing Line Alternative Currency Rate shall be effective from and including the date of such change without further notice.

“U.K. Swing Line Alternative Currency Rate Loan” means a U.K. Swing Line Loan denominated in Euros or Sterling that bears interest at a rate based on the definition of “U.K. Swing Line Alternative Currency Rate.” All U.K. Swing Line Alternative Currency Rate Loans are only available to the U.K. Borrowers and must be denominated in Euros or Sterling.

“U.K. Swing Line Borrowing” means a borrowing of a U.K. Swing Line Loan pursuant to Section 2.04.

“U.K. Swing Line Commitment” means, as to the U.K. Swing Line Lender, the amount set forth opposite the U.K. Swing Line Lender’s name on Schedule 2.04 (as such Schedule may be updated from time to time pursuant to this Agreement). The U.K. Swing Line Commitment of the U.K. Swing Line Lender may be modified from time to time by agreement among Ryder, the Administrative Agent, and the U.K. Swing Line Lender. Schedule 2.04 shall be deemed to be automatically updated to reflect any modification to the U.K. Swing Line Lender’s U.K. Swing Line Commitment effected pursuant to the immediately preceding sentence.

“U.K. Swing Line Lender” means Bank of America (through itself or through one of its designated Affiliates or branch offices), in its capacity as provider of U.K. Swing Line Loans hereunder. The definition of “U.K. Swing Line Lender” shall be deemed to be automatically updated to reflect any replacement or resignation of the U.K. Swing Line Lender pursuant to Section 2.04(g)(iii), Section 2.04(h)(iii), or Section 11.06(f)S. Government Securities Business Day” means any Business Day, except

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any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchangeor the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.K. Swing Line Loan” has the meaning specified in Section 2.04(a)(iii).

“U.K. Swing Line Loan Notice” means a notice of a U.K. Swing Line Borrowing pursuant to Section 2.04(b)(iii), which shall be substantially in the form of Exhibit C-3 or such other form as approved by the Administrative Agent and the U.K. Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable U.K. Borrower.

“U.K. Swing Line Overnight Dollar Rate” means, for any day, the annual rate of interest equal to LIBOR, or a comparable or successor rate which rate is approved by the Administrative Agent, for overnight deposits in Dollars, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) on such day; provided, that, if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

“U.K. Swing Line Overnight Dollar Rate Loan” means a U.K. Swing Line Loan that bears interest based on the U.K. Swing Line Overnight Dollar Rate. All U.K. Swing Line Overnight Dollar Rate Loans are only available to the U.K. Borrowers and shall be denominated in Dollars.

“U.K. Swing Line Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $50,000,000, and (b) the amount of the Aggregate U.K. Commitments as of such date. The U.K. Swing Line Sublimit is part of, and not in addition to, the Aggregate U.K. Commitments.

“U.K. Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying of any of the same).

“U.K. Tax Confirmation” means a confirmation by a U.K. Lender that the person beneficially entitled to interest payable to that U.K. Lender in respect of an advance under a Loan Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes, or (b) a partnership each member of which is (i) a company so resident in the United Kingdom, or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the U.K. CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the U.K. CTA 2009, or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the U.K. CTA 2009) of that company.

“U.K. Tax Credit” means a credit against, relief or remission for, or repayment of any U.K. Tax.

“U.K. Tax Deduction” means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

“U.K. Tax Payment” means either the increase in a payment made by a U.K. Borrower to a U.K. Lender under Section 3.01(k) or a payment under Section 3.01(k)(i).

“U.K. Treaty” has the meaning assigned to such term in the definition of “U.K. Treaty State”.

“U.K. Treaty Lender” means a U.K. Lender which (a) is treated as a resident of a U.K. Treaty State for the purposes of the relevant U.K. Treaty, (b) does not carry on a business in the United Kingdom through a permanent establishment with which that U.K. Lender’s participation in the Loan is effectively

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connected, and (c) subject to the completion of procedural formalities, fulfills any other conditions which must be fulfilled under the relevant U.K. Treaty to obtain full exemption from Tax imposed by the United Kingdom on payments of interest.

“U.K. Treaty State” means a jurisdiction having a double taxation agreement with the United Kingdom (a “U.K. Treaty”) which makes provision for full exemption from Tax imposed by the United Kingdom on interest.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a) (30) of the Code.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.22.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(g)(ii)(B)(iii).

“UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(f).

“VAT” means (a) any value added tax imposed by the Value Added Tax Act 1994, (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), and (c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) or (b) above, or imposed elsewhere.

“VAT Recipient” has the meaning specified in Section 3.01(j)(ii).

“Withholding Agent” means Ryder and any Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

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(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any organizational document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

(e) Any provision of Section 5.17, 6.16, or 7.06 shall not apply to or in favor of any Person if and to the extent that it would result in a breach, by or in respect of that Person, of any applicable Blocking Law.

Section 1.03Accounting Terms.

(a)Generally.All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for Ryder for the fiscal year of Ryder ended December 31, 2020, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of Ryder and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined

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excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.

(b)Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Ryder or the Required Lenders shall so request, the Administrative Agent, the Lenders and Ryder shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Agents and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of Ryder and its Subsidiaries or to the determination of any amount for Ryder and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that Ryder is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Section 1.04Rounding. Any financial ratios required to be maintained by Ryder pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.06Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, that, (a) with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time, and (b) with respect to any Letter of Credit where the stated amount decreases, the maximum stated amount of such Letter of Credit shall reflect such decrease solely after giving effect to such decrease.

Section 1.07Interest Rates. No Agent warrants, nor accepts responsibility, nor shall any Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”, “U.K. Swing Line Overnight Dollar Rate”, “U.K. Swing Line Alternative Currency Rate”,any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, any Benchmark ReplacementTerm SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Benchmark ReplacementTerm SOFR Conforming Changes or any Conforming Changes. Each Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. Each Agent may select information sources or services in its reasonable discretion to

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ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing), in each case, pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lenderor any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

Section 1.08Exchange Rates; Currency Equivalents.

(a)The applicableCanadian Agent or the applicableCanadian Swing Line Lender, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCanadian Dollars (which determination shall be made no later than 4:00 p.m. (local time for suchthe Canadian Agent or the Canadian Swing Line Lender) on each applicable Revaluation Date). Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Ryder hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the applicable Agent or the applicable Swing Line Lender, as applicable.

(b)Wherever in this Agreement in connection with a Revolving Borrowing of an Alternative Currency Loan, or a conversion, continuation or prepayment of an Alternative Currency Loan, or a Canadian Swing Line Borrowing denominated in an Alternative Currency,Canadian Dollars or the prepayment of Canadian Swing Line Loans denominated in an Alternative Currency, or a U.K. Swing Line Borrowing denominated in an Alternative Currency, or the prepayment of U.K. Swing Line Loans denominated in an Alternative CurrencyCanadian Dollars, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in an Alternative CurrencyCanadian Dollars, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative CurrencyCanadian Dollars, with 0.5 of a unit being rounded upward), as determined by the applicableCanadian Agent or the applicableCanadian Swing Line Lender, as the case may be.

Section 1.09 Change of Currency.

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided, that, if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the applicable Agent may from time to time specify to be appropriate to reflect a

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change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

Section 1.09Section 1.10 Amendment and Restatement. On the Closing Date, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 1.101.09 (it being understood that this Agreement is not intended by the parties to be a novation of the Loan Documents (as defined in the Existing Credit Agreement) or the credit facilities under the Existing Credit Agreement). On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents. All references to the Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Agents reserve all of their rights under the Existing Credit Agreement, as amended and restated by this Agreement.

All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date; provided, that, all Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date that are not repaid on the Closing Date immediately prior to or simultaneously with the effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder on the terms set forth herein. Commencing on the Closing Date, all fees hereunder shall be payable by the Borrowers to the Agents for the account of the Lenders in accordance with this Agreement.

Article II. THE COMMITMENTS AND CREDIT EXTENSIONS

Section 1.01Revolving Loans.

(a)Domestic Revolving Loans. Subject to the terms and conditions set forth herein, each Domestic Lender severally agrees to make loans (each such loan, a “Domestic Revolving Loan”) in Dollars to Ryder from time to time on any Business Day during the Domestic Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Domestic Lender’s Domestic Commitment; provided, that, after giving effect to any Domestic Revolving Borrowing, (i) the Total Domestic Outstandings shall not exceed the Aggregate Domestic Commitments, and (ii) the Domestic Revolving Credit Exposure of any Domestic Lender shall not exceed such Domestic Lender’s Domestic Commitment. Within the limits of each Domestic Lender’s Domestic Commitment, and subject to the other terms and conditions hereof, Ryder may borrow Domestic Revolving Loans under this Section 2.01(a), prepay Domestic Revolving Loans under Section 2.05(a), and reborrow Domestic Revolving Loans under this Section 2.01(a). Domestic Revolving Loans may be Domestic Base Rate Loans or Eurodollar RateTerm SOFR Loans, as further provided herein.

(b)Canadian Revolving Loans. Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make loans (each such loan, a “Canadian Revolving Loan”) in Dollars or Canadian Dollars to any Canadian Borrower from time to time on any Business Day during the Canadian Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Canadian Lender’s Canadian Commitment; provided, that, after giving effect to any Canadian Revolving Borrowing, (i) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, and (ii) the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment. Within the limits of each Canadian Lender’s Canadian Commitment, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Revolving Loans under this Section 2.01(b), prepay Canadian Revolving Loans under Section 2.05(a), and reborrow Canadian Revolving Loans under this Section 2.01(b). Canadian Revolving Loans may be Canadian Base Rate Loans, Eurodollar RateTerm SOFR Loans, or Canadian Prime Rate Loans, as further provided herein.

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(c) U.K. Revolving Loans. Subject to the terms and conditions set forth herein, each U.K. Lender severally agrees to make loans (each such loan, a “U.K. Revolving Loan”) in Dollars, Euros, or Sterling to any U.K. Borrower from time to time on any Business Day during the U.K. Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such U.K. Lender’s U.K. Commitment; provided, that, after giving effect to any U.K. Revolving Borrowing, (i) the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, and (ii) the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment. Within the limits of each U.K. Lender’s U.K. Commitment, and subject to the other terms and conditions hereof, each U.K. Borrower may borrow U.K. Revolving Loans under this Section 2.01(c), prepay U.K. Revolving Loans under Section 2.05(a), and reborrow U.K. Revolving Loans under this Section 2.01(c). U.K. Revolving Loans may be Domestic Base Rate Loans, Eurodollar Rate Loans, Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans, as further provided herein.

(c)[Reserved].

(d)PR Revolving Loans. Subject to the terms and conditions set forth herein, each PR Lender severally agrees to make loans (each such loan, a “PR Revolving Loan”) in Dollars to any PR Borrower from time to time on any Business Day during the PR Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such PR Lender’s PR Commitment; provided, that, after giving effect to any PR Revolving Borrowing, (i) the Total PR Outstandings shall not exceed the Aggregate PR Commitments, and (ii) the PR Revolving Credit Exposure of any PR Lender shall not exceed such PR Lender’s PR Commitment. Within the limits of each PR Lender’s PR Commitment, and subject to the other terms and conditions hereof, each PR Borrower may borrow PR Revolving Loans under this Section 2.01(d), prepay PR Revolving Loans under Section 2.05(a), and reborrow PR Revolving Loans under this Section 2.01(d). PR Revolving Loans may be Domestic Base Rate Loans or Eurodollar RateTerm SOFR Loans, as further provided herein.

Section 1.02Revolving Borrowings; Conversions and Continuations of Revolving Loans.

(a)Each Domestic Revolving Borrowing, each conversion of Domestic Revolving Loans from Eurodollar RateTerm SOFR Loans to Domestic Base Rate Loans, each conversion of Domestic Revolving Loans from Domestic Base Rate Loans to Eurodollar RateTerm SOFR Loans, and each continuation of Eurodollar RateTerm SOFR Loans shall be made upon Ryder’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Domestic Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Domestic Loan Notice. Each Domestic Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) threetwo (32) Business Days prior to the requested date of any Domestic Revolving Borrowing of, conversion to, or continuation of, Eurodollar RateTerm SOFR Loans, or any conversion of Eurodollar RateTerm SOFR Loans to Domestic Base Rate Loans, and (ii) on the requested date of any Domestic Revolving Borrowing of Domestic Base Rate Loans; provided, that, if Ryder wishes to request Domestic Revolving Loans that are Eurodollar RateTerm SOFR Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Domestic Revolving Borrowing, conversion or continuation of Eurodollar RateTerm SOFR Loans, whereupon the Administrative Agent shall give prompt notice to the Domestic Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days prior to the requested date of such Domestic Revolving Borrowing, conversion or continuation of Eurodollar RateTerm SOFR Loans, the Administrative Agent shall notify Ryder (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Domestic Lenders. Each Domestic Revolving Borrowing of, conversion to, or continuation of Eurodollar RateTerm SOFR Loans shall be in a minimum principal amount of $10,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(e)(ii) and Section 2.04(c)(i)(A), each Domestic Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000

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or a whole multiple of $100,000 in excess thereof. Each Domestic Loan Notice shall specify (A) whether Ryder is requesting a Domestic Revolving Borrowing, a conversion of Domestic Revolving Loans from Eurodollar RateTerm SOFR Loans to Domestic Base Rate Loans, a conversion of Domestic Revolving Loans from Domestic Base Rate Loans to Eurodollar RateTerm SOFR Loans, or a continuation of Eurodollar RateTerm SOFR Loans, (B) the requested date of such Domestic Revolving Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of the Domestic Revolving Loans to be borrowed, converted or continued, (D) the Type of Domestic Revolving Loans to be borrowed or to which existing Domestic Revolving Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If Ryder fails to specify a Type of Domestic Revolving Loan in a Domestic Loan Notice or if Ryder fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Domestic Base Rate Loans.

(b)Each Canadian Revolving Borrowing, each conversion of Canadian Revolving Loans from Eurodollar RateTerm SOFR Loans to Canadian Base Rate Loans, each conversion of Canadian Revolving Loans from Canadian Base Rate Loans to Eurodollar RateTerm SOFR Loans, and each continuation of Eurodollar RateTerm SOFR Loans shall be made upon the applicable Canadian Borrower’s irrevocable notice to the Canadian Agent, which may be given by telephone or a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Canadian Agent of a Loan Notice. Each Loan Notice must be received by the Canadian Agent not later than 12:00 noon (Toronto time) (i) threetwo (32) Business Days prior to the requested date of any Canadian Revolving Borrowing of, conversion to, or continuation of, Eurodollar RateTerm SOFR Loans, or any conversion of Eurodollar RateTerm SOFR Loans to Canadian Base Rate Loans and (ii) one (1) Business Day prior to the requested date of any Canadian Revolving Borrowing of Canadian Base Rate Loans or Canadian Prime Rate Loans; provided, that, if the applicable Canadian Borrower wishes to request Canadian Revolving Loans that are Eurodollar RateTerm SOFR Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Canadian Agent not later than 12:00 noon (Toronto time) four (4) Business Days prior to the requested date of such Canadian Revolving Borrowing, conversion or continuation of Eurodollar RateTerm SOFR Loans, whereupon the Canadian Agent shall give prompt notice to the Canadian Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (Toronto time), three (3) Business Days prior to the requested date of such Canadian Revolving Borrowing, conversion or continuation of Eurodollar RateTerm SOFR Loans, the Canadian Agent shall notify the applicable Canadian Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Canadian Lenders. Except as provided in Section 2.04(c)(ii)(A), each Canadian Revolving Borrowing, conversion, or continuation of Eurodollar RateTerm SOFR Loans, Canadian Base Rate Loans, or Canadian Prime Rate Loans shall be in a minimum principal amount of C$3,000,000 (or the Dollar Equivalent thereof, as applicable) or a whole multiple of C$100,000 (or the Dollar Equivalent thereof, as applicable) in excess thereof. Each Loan Notice shall specify (A) whether the applicable Canadian Borrower is requesting a Canadian Revolving Borrowing, a conversion of Canadian Revolving Loans from Eurodollar RateTerm SOFR Loans to Canadian Base Rate Loans, a conversion of Canadian Revolving Loans from Canadian Base Rate Loans to Eurodollar RateTerm SOFR Loans, or a continuation of Eurodollar RateTerm SOFR Loans, (B) the requested date of such Canadian Revolving Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the currency and principal amount of the Canadian Revolving Loans to be borrowed, converted or continued, (D) the Type of Canadian Revolving Loans to be borrowed or to which existing Canadian Revolving Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, and (F) the applicable Canadian Borrower. If the applicable Canadian Borrower fails to specify a currency in a Loan Notice requesting a Canadian Revolving Borrowing, then the Revolving Loans so requested shall be made in Canadian Dollars. If the applicable Canadian Borrower fails to specify a Type of Canadian Revolving Loan in a Loan Notice or if such Canadian Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Canadian Prime Rate Loans. Except as otherwise provided in this

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Agreement, no Canadian Revolving Loan may be converted into or continued as a Canadian Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such Canadian Revolving Loan and reborrowed in the other currency.

(c) Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than (i) 12:00 noon (London time) (A) three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and (B) three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and (ii) 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in Section 2.04(c)(iii)(A), Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or EUR1,000,000 if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or EUR500,000 if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice shall specify (1) whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, (2) the requested date of such U.K. Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), (3) the currency and principal amount of the U.K. Revolving Loans to be borrowed or continued, (4) the Type of U.K. Revolving Loans to be borrowed, (5) if applicable, the duration of the Interest Period with respect thereto, and (6) the applicable U.K. Borrower. If the applicable U.K. Borrower fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a

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different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.

(c)[Reserved].

(d)Each PR Revolving Borrowing, each conversion of PR Revolving Loans from Eurodollar RateTerm SOFR Loans to Domestic Base Rate Loans, each conversion of PR Revolving Loans from Domestic Base Rate Loans to Eurodollar RateTerm SOFR Loans, and each continuation of Eurodollar RateTerm SOFR Loans shall be made upon the applicable PR Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a PR Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a PR Loan Notice. Each PR Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) threetwo (32) Business Days prior to the requested date of any PR Revolving Borrowing of, conversion to, or continuation of, Eurodollar RateTerm SOFR Loans, or any conversion of Eurodollar RateTerm SOFR Loans to Domestic Base Rate Loans, and (ii) on the requested date of any PR Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable PR Borrower wishes to request PR Revolving Loans that are Eurodollar RateTerm SOFR Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such PR Revolving Borrowing, conversion or continuation of Eurodollar RateTerm SOFR Loans, whereupon the Administrative Agent shall give prompt notice to the PR Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days prior to the requested date of such PR Revolving Borrowing, conversion or continuation of Eurodollar RateTerm SOFR Loans, the Administrative Agent shall notify the applicable PR Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the PR Lenders. Each PR Revolving Borrowing of, conversion to, or continuation of Eurodollar RateTerm SOFR Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each PR Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each PR Loan Notice shall specify (A) whether the applicable PR Borrower is requesting a PR Revolving Borrowing, a conversion of PR Revolving Loans from Eurodollar RateTerm SOFR Loans to Domestic Base Rate Loans, a conversion of PR Revolving Loans from Domestic Base Rate Loans to Eurodollar RateTerm SOFR Loans, or a continuation of Eurodollar RateTerm SOFR Loans, (B) the requested date of such PR Revolving Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of the PR Revolving Loans to be borrowed, converted or continued, (D) the Type of PR Revolving Loans to be borrowed or to which existing PR Revolving Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, and (F) the applicable PR Borrower. If the applicable PR Borrower fails to specify a Type of PR Revolving Loan in a PR Loan Notice or if the applicable PR Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Domestic Base Rate Loans.

(e)Following receipt of a Loan Notice, the applicable Agent shall promptly notify each applicable Lender of the amount and currency of its Applicable Percentage of the applicable Revolving Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans, continuation of Eurodollar Rate Loans or continuation of Alternative Currency Term RateSOFR Loans described in Section 2.02(a), 2.02(b), 2.02(c), or 2.02(d), as applicable. In the case of a Revolving Borrowing, each Lender shall make the amount of its Revolving Loan available to the applicable Agent in Same Day Funds at the Head Office for the applicable Agent for the applicable currency not later than 1:00 p.m. (local time for the applicable Agent, or in connection with any U.K. Revolving Borrowing (other than a U.K. Revolving Borrowing of Domestic Base Loans), London time), in the case of Revolving Loans denominated in Dollars, and not later than the Applicable Time, in the case of any Revolving Loan denominated in an Alternative CurrencyCanadian Dollars, in each case, on the Business

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Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Borrowing is the initial Credit Extension, Section 4.01), the applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by such Agent either by (i) crediting the account of such Borrower on the books of the applicable Agent with the amount of such funds, or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Agent by such Borrower; provided, that, in connection with a Domestic Revolving Borrowing, if, on the date the Domestic Loan Notice with respect to such Domestic Revolving Borrowing is given by Ryder, there are Unreimbursed Amounts outstanding, then the proceeds of such Domestic Revolving Borrowing, first, shall be applied to the payment in full of any such Unreimbursed Amounts, and second, shall be made available to Ryder as provided above.

(f)Except as otherwise provided herein, a Eurodollar Rate Loan or an Alternative Currency Term RateSOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan or such Alternative Currency Term RateSOFR Loan, as applicable. During the existence of an Event of Default, (i) no Domestic Revolving Loans may be requested as, converted to, or continued as Eurodollar RateTerm SOFR Loans without the consent of the Required Domestic Lenders, (ii) no Canadian Revolving Loans may be requested as, converted to, or continued as Eurodollar RateTerm SOFR Loans without the consent of the Required Canadian Lenders, (iii) no U.K. Revolving Loans may be requested as or continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, without the consent of the Required U.K. Lenders, and (iv) no PR Revolving Loans may be requested as, converted to, or continued as Eurodollar RateTerm SOFR Loans without the consent of the Required PR Lenders.

(g)After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans of the same Type, there shall not be more than twenty (20) Interest Periods in effect with respect to the Revolving Loans.

(h)Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Revolving Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by Ryder, the applicable Agent, and such Lender.

(i) With respect to any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document (other than Ryder’s right to be consulted pursuant to the definition of Conforming Changes), any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to Ryder and the Lenders reasonably promptly after such amendment becomes effective.

(i)(j) For the avoidance of doubt, this Section 2.02 shall not apply to Domestic Swing Line Loans,or Canadian Swing Line Loans, or U.K. Swing Line Loans.

Section 1.03Letters of Credit.

(a)General. Subject to the terms and conditions set forth herein, in addition to the Domestic Revolving Loans provided for in Section 2.01(a), Ryder may request any L/C Issuer, in reliance on the agreements of the Domestic Lenders set forth in this Section 2.03, to issue, at any time and from time to time during the Domestic Availability Period, Letters of Credit denominated in Dollars for its own account or the account of any of its Domestic Subsidiaries in such form as is acceptable to the applicable L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Aggregate Domestic Commitments.

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(b)Notice of Issuance, Amendment, Extension, Reinstatement or Renewal. To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), Ryder shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable L/C Issuer) to the L/C Issuer selected by it and to the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.03(d)), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the applicable L/C Issuer, Ryder also shall submit a Letter of Credit Application and reimbursement agreement on such L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Application, any reimbursement agreement, any other Issuer Document or any other agreement submitted by Ryder to, or entered into by Ryder with, the applicable L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

If Ryder so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit shall permit such L/C Issuer to prevent any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12)-month period to be agreed upon by Ryder and such L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, Ryder shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Domestic Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.03(d); provided, that, such L/C Issuer shall not (i) permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised (as extended) form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date), or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Domestic Lenders have elected not to permit such extension, or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or Ryder that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

If any Letter of Credit contains provisions providing for automatic reinstatement of the stated amount after any drawing thereunder, (i) unless otherwise directed by the L/C Issuer, Ryder and/or any of its Domestic Subsidiaries shall not be required to make a specific request to the L/C Issuer to permit such reinstatement, and (ii) the Administrative Agent and the Domestic Lenders hereby authorize and direct the L/C Issuer to permit such automatic reinstatement, whether or not a Default then exists, unless the Issuing BankL/C Issuer has received a notice (which may be by telephone or in writing) on or before the day that is two Business Days before the reinstatement date from any Administrative gent, the Required Domestic Lenders or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then

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satisfied and directing the L/C Issuer to cease permitting such automatic reinstatement of such Letter of Credit.

Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Ryder and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Limitations on Amounts, Issuance and Amendment.

(i)A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit, Ryder shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (A) the aggregate amount of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment, (B) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (C) the Domestic Revolving Credit Exposure of any Domestic Lender shall not exceed such Domestic Lender’s Domestic Commitment, and (D) the Total Domestic Outstandings shall not exceed the Aggregate Domestic Commitments.

(ii)No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C)except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit;

(D)such Letter of Credit is to be denominated in a currency other than Dollars;

(E)any Domestic Lender is at that time a Defaulting Lender, unless such L/C Issuer has been Cash Collateralized in accordance with Section 2.16(a) or otherwise entered into arrangements satisfactory to such L/C Issuer (in its reasonable discretion) with Ryder or such Domestic Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting Lender) with respect to the Defaulting Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure; or

(F)subject to Section 2.03(b), the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

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(iii)No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(d)Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of the date that is five (5) Business Days prior to the Maturity Date.

(e)Participations.

(i)By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the applicable L/C Issuer or the Domestic Lenders, such L/C Issuer hereby grants to each Domestic Lender, and each Domestic Lender hereby acquires from such L/C Issuer, a participation in such Letter of Credit equal to such Domestic Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Domestic Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(e)(i) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit, the occurrence and continuance of a Default, a reduction of any Domestic Commitments, or the termination of the Aggregate Domestic Commitments. Each Domestic Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Domestic Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Domestic Lender’s Domestic Commitment is amended pursuant to the provisions of this Agreement.

(ii)In consideration and in furtherance of the foregoing, upon receipt of any Non-Reimbursement Notice, each Domestic Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the applicable L/C Issuer, such Domestic Lender’s Applicable Percentage of each L/C Disbursement made by such L/C Issuer not later than 1:00 p.m. on the Business Day specified in such Non-Reimbursement Notice, until such L/C Disbursement is reimbursed by Ryder or at any time after any reimbursement payment is required to be refunded to Ryder for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 (but without regard to the minimum and multiples specified therein for the principal amount of Domestic Revolving Loans that are Domestic Base Rate Loans) with respect to Domestic Revolving Loans made by such Domestic Lender (and Section 2.02 shall apply, mutatismutandis, to the payment obligations of the Lenders pursuant to this Section 2.03(e)(ii)). The Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Domestic Lenders. Promptly following receipt by the Administrative Agent of any payment from Ryder pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that the Domestic Lenders have made payments pursuant to this Section 2.03(e) to reimburse such L/C Issuer, then to such Domestic Lenders and such L/C Issuer as their interests may appear. Any payment made by a Domestic Lender pursuant to this Section 2.03(e) to reimburse the applicable L/C Issuer for any L/C Disbursement (other than, for the avoidance of doubt, any Domestic Revolving Loan made by a Domestic Lender pursuant to the first proviso set forth in Section 2.03(f)) shall not constitute a Domestic Revolving Loan and, in any event, shall not relieve Ryder of its obligation to reimburse such L/C Disbursement.

(iii)If any Domestic Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Domestic Lender pursuant to the foregoing provisions of this Section 2.03(e), then,

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without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Domestic Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the applicable Overnight Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. A certificate of the applicable L/C Issuer submitted to any Domestic Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(e)(iii) shall be conclusive absent manifest error.

(f)Reimbursement. If any L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, Ryder shall reimburse such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 1:00 p/m/ on (i) the Business Day that Ryder receives notice of such L/C Disbursement, if such notice is received prior to 11:00 a.m., or (ii) the Business Day immediately following the day that Ryder receives such notice, if such notice is not received prior to such time; provided, that, Ryder may, subject to the conditions to borrowing set forth herein (without regard to the notice requirement, minimum principal amount and multiples specified in Section 2.02), request in accordance with Section 2.02 that such payment be financed with a Domestic Revolving Borrowing of Domestic Base Rate Loans in an equivalent amount and, to the extent so financed, Ryder’s obligation to make such payment shall be deemed to have been satisfied and replaced by the resulting Domestic Revolving Borrowing of Domestic Base Rate Loans. If Ryder fails to make such payment when due, the Administrative Agent shall notify each Domestic Lender of the applicable L/C Disbursement, the payment then due from Ryder in respect thereof (the “Unreimbursed Amount”) and such Domestic Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Domestic Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Domestic Commitments. Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if promptly confirmed in writing; provided, that, the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

(g)Obligations Absolute. Ryder’s obligation to reimburse L/C Disbursements as provided in Section 2.03(f) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:

(i)any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that Ryder or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;

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(v)payment by the applicable L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; or any payment made by any L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(vi)any adverse change in the relevant currency markets generally; or

(vii)any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, Ryder’s obligations hereunder.

(h)Examination. Ryder shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Ryder’s instructions or other irregularity, Ryder will immediately notify the applicable L/C Issuer. Ryder shall be conclusively deemed to have waived any such claim against each L/C Issuer and its correspondents unless such notice is given as aforesaid.

(i)Liability. None of the Administrative Agent, any Domestic Lender, any L/C Issuer, or any of their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.03(g)), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided, that, the foregoing shall not be construed to excuse any L/C Issuer from liability to Ryder to the extent of any direct damages (as opposed to consequential damages) suffered by Ryder that are caused by the such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination, and that: (i) such L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation; (ii) such L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; (iii) such L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and (iv) this sentence shall establish the standard of care to be exercised by such L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).

Without limiting the foregoing, none of the Administrative Agent, any Domestic Lender, any L/C Issuer or any of their respective Related Parties shall have any liability or responsibility by reason of (A) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (B) any L/C Issuer declining to take-up documents and make payment (1) against

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documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor, or (2) following Ryder’s waiver of discrepancies with respect to such documents or request for honor of such documents, or (C) any L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such L/C Issuer.

(j)Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and Ryder, when a Letter of Credit is issued by it (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(k)Benefits. Each L/C Issuer shall act on behalf of the Domestic Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(l)Letter of Credit Fees. Ryder shall pay to the Administrative Agent for the account of each Domestic Lender in accordance, subject to Section 2.17, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first (1st) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand, and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Domestic Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(m)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Ryder shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit at the rate per annum equal to the percentage separately agreed upon between Ryder and such L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first (1st) Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, Ryder shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(n)Disbursement Procedures. The applicable L/C Issuer shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. The applicable L/C Issuer shall promptly after such examination notify the Administrative Agent and Ryder in writing of such demand for payment if such L/C Issuer has made or will make a L/C Disbursement thereunder; provided, that, any failure to give or delay in

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giving such notice shall not relieve Ryder of its obligation to reimburse such L/C Issuer and the Domestic Lenders with respect to any such L/C Disbursement.

(o)Interim Interest. If any L/C Issuer shall make any L/C Disbursement, then, unless Ryder shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that Ryder reimburses such L/C Disbursement, at the rate per annum then applicable to Domestic Base Rate Loans; provided, that, if Ryder fails to reimburse such L/C Disbursement when due pursuant to Section 2.03(f), then Section 2.08(b) shall apply. Interest accrued pursuant to this Section 2.03(o) shall be for account of the applicable L/C Issuer, except that interest accrued on and after the date of payment by any Domestic Lender pursuant to Section 2.03(f) to reimburse such L/C Issuer shall be for account of such Domestic Lender to the extent of such payment.

(p)Replacement of any L/C Issuer. Any L/C Issuer may be replaced at any time by written agreement among Ryder, the Administrative Agent, the replaced L/C Issuer, and the successor L/C Issuer. The Administrative Agent shall notify the Domestic Lenders of any such replacement of any L/C Issuer. At the time any such replacement shall become effective, Ryder shall pay all unpaid fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter, and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuers, as the context shall require. After the replacement of any L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. Schedule 2.03 shall be deemed to be automatically updated to reflect the L/C Commitment of any Person that becomes a L/C Issuer after the Closing Date pursuant to this Section 2.03(p).

(q)Cash Collateralization. Without limiting Section 2.03(d), on the Business Day that Ryder receives notice from the Administrative Agent or the applicable L/C Issuer if any L/C Obligations remain outstanding after the expiration date specified in Section 2.03(d), Ryder shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent an amount in cash equal to the Minimum Collateral Amount as collateral for such L/C Obligations.

Cash Collateral deposited pursuant to this Section 2.03(q) shall be applied by the Administrative Agent to reimburse the applicable L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of Ryder for the L/C Obligations at such time or, if the maturity of the Domestic Revolving Loans and Domestic Swing Line Loans has been accelerated (but subject to the consent of Domestic Lenders with L/C Obligations representing at least fifty percent (50%) of the total L/C Obligations), be applied to satisfy other obligations of Ryder under this Agreement.

(r)Letters of Credit Issued for Domestic Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Domestic Subsidiary, Ryder shall be obligated to reimburse, indemnify and compensate the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issues solely for the account of Ryder. Ryder irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Domestic Subsidiary in respect of such Letter of Credit. Ryder hereby acknowledges that the issuance of Letters of Credit for the account of Domestic Subsidiaries inures to the benefit of Ryder, and that Ryder’s business derives substantial benefits from the businesses of such Domestic Subsidiaries.

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(s)L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section 2.03, provide the Administrative Agent a Letter of Credit Report, as set forth below:

(i)reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);

(ii)on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;

(iii)on any Business Day on which Ryder fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment;

(iv)on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and

(v)