Exhibit 10.5
ADDITIONAL BANK AGREEMENT
AGREEMENT, dated August 1, 2000, to the $3,670,000,000 364-Day
Credit Agreement dated as of March 28, 2000 (as amended, supplemented or
otherwise modified from time to time, the "364-DAY CREDIT AGREEMENT") among THE
CIT GROUP, INC., a Delaware corporation (the "COMPANY"), the several banks and
other financial institutions from time to time parties thereto (the "BANKS"),
CHASE SECURITIES INC., as sole arranger and book manager, BARCLAYS BANK PLC,
BANK OF AMERICA, N.A., CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as
syndication agents and THE CHASE MANHATTAN BANK, as Administrative Agent (in
such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the 364-Day Credit Agreement provides in subsection 2.1(c)
thereof that any bank or financial institution, although not originally a party
thereto, may become a party to the 364-Day Credit Agreement in accordance with
the terms thereof by entering into a written agreement with the Company and the
Administrative Agent in form and substance reasonably satisfactory to the
Administrative Agent; and
WHEREAS, Xxxxxxx Xxxxx Bank USA (the "ADDITIONAL BANK") was not an
original party to the 364-Day Credit Agreement but now desires to become a party
thereto;
NOW, THEREFORE, the Additional Bank hereby agrees as follows:
1. The Additional Bank agrees to be bound by the provisions of the
364-Day Credit Agreement, and agrees that it shall become a Bank for all
purposes of the 364-Day Credit Agreement to the same extent as if
originally a party thereto, with a Commitment of $50,000,000.
2. The Additional Bank (a) represents and warrants that it is
legally authorized to enter into this Agreement; (b) confirms that it has
received a copy of the 364-Day Credit Agreement, together with copies of
the financial statements delivered pursuant to subsection 3.1 thereof and
such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement; (c)
agrees that it has made and will, independently and without reliance upon
the Administrative Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the 364-Day
Credit Agreement or any instrument or document furnished pursuant hereto
or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as administrative agent on its behalf and to exercise such
powers and discretion under the 364-Day Credit Agreement or any instrument
or document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as
are incidental thereto; and (e) agrees that it will be bound by the
provisions of the 364-Day Credit Agreement and will
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perform in accordance with its terms all the obligations which by the
terms of the 364-Day Credit Agreement are required to be performed by it
as a Bank including, without limitation, its obligations pursuant to
subsection 2.19 of the 364-Day Credit Agreement.
3. The Additional Bank's address for notices for the purposes of the
364-Day Credit Agreement is as follows:
Xxxxxxx Xxxxx Bank USA
00 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
4. This Agreement will become effective upon receipt by the
Administrative Agent of (a) counterparts to this Agreement and (b) a
favorable written opinion of counsel for the Company, addressed to the
Banks, with respect to the matters set forth in paragraphs 2, 3 and 4 of
Exhibit B-1 to the 364-Day Credit Agreement.
5. Terms defined in the 364-Day Credit Agreement shall have their
defined meanings when used herein.
IN WITNESS WHEREOF, the Additional Bank has caused this Agreement to
be executed and delivered by a duly authorized officer on the date first above
written.
XXXXXXX XXXXX BANK USA
By
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Title: President
Accepted this 1st day of August, 2000:
THE CIT GROUP, INC.
By /s/ Xxxxx X. Xxxxx
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Title: XXXXX X. XXXXX
EXECUTIVE VICE PRESIDENT
TREASURER
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Accepted this 1st day of August, 2000:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
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Title: Vice President
