CIT Group Inc. 505 Fifth Avenue New York, NY 10017 Attention: Ladies and Gentlemen:Stock Purchase Agreement • February 29th, 2008 • Cit Group Inc • Finance lessors • New York
Each of Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citi”) is pleased to commit, severally and not jointly, to purchase up to $40,000,000 of common stock, par value $.01 per share (“Common Stock”), of CIT Group Inc. (the “Company”), subject to and on the terms and conditions set forth herein. You may, in your sole discretion, designate one or more dates upon at least ten days advance written notice on which Morgan Stanley or Citi is to purchase such shares of Common Stock (each, a “Purchase Date”) during the period commencing on the date hereof and ending at the close of business on September 30, 2008 but excluding the fourteen-day period immediately preceding the date you publicly issue any quarterly or annual earnings release (the “Commitment Period”), provided that, as of the relevant Purchase Date, a Trigger Event (as defined in the First Supplemental Indenture (the “Supplemental Indenture”) dated as of January 31, 2007 between the Compa
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2008 • Cit Group Inc • Finance lessors • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) by and among CIT Group Inc. a Delaware corporation (the “Company”) and Jeffrey M. Peek (the “Executive”) dated as of the 10th day of December, 2007.
Amendment to Employment AgreementEmployment Agreement • February 29th, 2008 • Cit Group Inc • Finance lessors
AMENDMENT AGREEMENT, dated November 12, 2007, to the Employment Agreement, dated August 1, 2004, between CIT Group Inc., a Delaware corporation (the “Company”) and the executive named below who is the signatory to this Amendment Agreement (the “Executive”).
DELL December 19, 2007 Jeffrey D. Simon President CIT DFS, Inc. 1 CIT Drive Livingston, New Jersey 07039 Re: The Amended and Restated Agreement of Limited Partnership of Dell Financial Services L.P. (“DFS”) dated September 8, 2004 (“Partnership...Amended and Restated Agreement of Limited Partnership • February 29th, 2008 • Cit Group Inc • Finance lessors
This letter agreement reflects the mutual agreement of the Partners, CIT Group Inc. (“CIT”) and Dell Inc. (“Dell”) with respect to the termination of CIT’s ownership interest in DFS and its affiliates. Accordingly, this letter serves as the Exercise Notice required under Section 8.3(a)(ii) of the Partnership Agreement regarding the exercise of the Dell 2008 Option and amends the Purchase Closing Date to December 31, 2007. On or before the Purchase Closing Date, Dell International Incorporated, a wholly owned subsidiary of Dell, will purchase from CIT all of the CIT Aggregate Interest in accordance with the terms and conditions of Section 8.3(c) of the Partnership Agreement, as amended hereby, for a Purchase Price equal to the sum of: (i) the agreed Buy-Out Price of $306,014,685, (ii) the amount of the capital balance of CIT in DFS on November 2, 2007, and (iii) the amount of the CIT capital balance of Dell Credit on November 2, 2007.
DELL December 19, 2007 Jeffrey Simon President CIT DFS Inc. 1 CIT Drive Livingston, New Jersey 07039 Re: The 2004 Extension and Funding Agreement dated September 8, 2004 ("Funding Agreement") Ladies and Gentlemen:Funding Agreement • February 29th, 2008 • Cit Group Inc • Finance lessors
Reference is made to the Funding Agreement. All capitalized terms used but not defined in this letter have the meanings assigned in the Funding Agreement.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 29th, 2008 • Cit Group Inc • Finance lessors • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of December 19, 2007, by and among: (1) Dell Financial Services L.P., a Delaware limited partnership (“DFS”); (2) DFS-SPV L.P., a Delaware limited partnership (“DFS-SPV”); (3) Dell Inc., a Delaware corporation (“Dell”); (4) Dell Credit Company LLC, a Delaware limited liability company (“Dell Credit”); (5) Dell DFS Corporation, a Delaware corporation (“Dell DFS”); (6) Dell International Incorporated, a Delaware corporation (“DII”); (7) DFS-GP, Inc., a Delaware corporation (“DFS-GP”); (8) Dell Gen. P. Corp., a Delaware corporation (“Dell Gen. P.”, and together with DFS, DFS-SPV, Dell, Dell Credit, Dell DFS, DII, and DFS-GP, the “Dell Parties”); (9) CIT Group Inc., a Delaware Corporation (“CIT”); (10) CIT Financial USA, Inc., a Delaware corporation (“CIT Financial”); (11) CIT DCC, Inc., a Delaware corporation (“CIT DCC”); (12) CIT Communications Finance Corporation, a Delaware corporation (“CIT Communications
Revised Amendment to Employment AgreementEmployment Agreement • February 29th, 2008 • Cit Group Inc • Finance lessors
REVISED AMENDMENT AGREEMENT, dated as of December 6, 2007, to the Employment Agreement, dated August 1, 2004, between CIT Group Inc., a Delaware corporation (the “Company”) and the executive named below who is the signatory to this Amendment Agreement (the “Executive”).
