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THE CIT GROUP, INC.
AND
[NAME OF TRUSTEE],
Trustee
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Indenture
Dated as of [DATE]
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DEBT SECURITIES
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INDENTURE dated as of [date] between The CIT Group, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
"Corporation"), and [name of trustee], a banking corporation/association duly
organized and existing under the laws of the [jurisdiction of organization] (the
"Trustee").
RECITALS OF THE CORPORATION
The Corporation is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Corporation has determined to make and issue its
debentures, notes or other evidences of indebtedness in one or more series (the
"Debt Securities"), as hereinafter provided, up to such principal amount or
amounts as may from time to time be authorized by or pursuant to the authority
granted in one or more resolutions of the Board of Directors.
All things necessary to make this Indenture a valid agreement of the
Corporation, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants herein
contained and for other valuable consideration, the receipt whereof is hereby
acknowledged, and in order to declare the terms and conditions upon which the
Debt Securities are to be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED,
by and between the parties hereto, that all the Debt Securities are to be
executed, authenticated and delivered subject to the further covenants and
conditions hereinafter set forth; and the Corporation, for itself and its
successors, does hereby covenant and agree to and with the Trustee and its
successors in said trust, for the benefit of those who shall hold the Debt
Securities, or any of them, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Except as otherwise provided below, Articles One through Fifteen of The CIT
Group, Inc. Standard Multiple-Series Indenture Provisions dated as of September
24, 1998 (the "Standard Provisions"), are hereby incorporated herein by
reference with the same force and effect as though fully set out herein.
PARAGRAPH B. ADDITIONAL PROVISIONS
The following provision hereby modifies the applicable definition set forth
in Section 1.02 of the Standard Provisions:
Corporate trust office:
The term "corporate trust office" shall mean the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered,
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which office is presently located at [address]; notices shall be so addressed
and directed to the attention of [department and/or officer].
IN WITNESS WHEREOF, The CIT Group, Inc. has caused this Indenture to be
executed in its corporate name by its Chairman, Vice Chairman, President, or one
of its Vice Presidents, and its corporate seal to be hereunto affixed and to be
attested by its Secretary or one of its Assistant Secretaries, and [name of
trustee], in evidence of its acceptance of the trust hereby created, has caused
this Indenture to be executed in its corporate name by one of its [title], and
its seal to be hereunto affixed and to be attested by one of its [title], all as
of the date first above written.
THE CIT GROUP, INC.
By ______________________________
[Title]
[Corporate Seal]
Attest: _____________________________
[Title]
[NAME OF TRUSTEE], as Trustee
By _______________________________
[Title]
[Corporate Seal]
Attest: _____________________________
[Title]
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