REGISTRATION RIGHTS AGREEMENT by and among CIT Group Inc., the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Dealer Manager Dated as of June 15, 2011Registration Rights Agreement • June 20th, 2011 • Cit Group Inc • Finance lessors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June [15], 2011, by and among CIT Group Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as dealer manager (the “Dealer Manager”) for the benefit of the holders of the Notes, each of whom has agreed to exchange (the “Exchange”) their outstanding 7.0% Series A Second-Priority Secured Notes due 2015, 7.0% Series A Second-Priority Secured Notes due 2016 and 7.0% Series A Second-Priority Secured Notes due 2017 of the Company for the Company’s 7.0% Series C Second-Priority Secured Notes due 2015, 7.0% Series C Second-Priority Secured Notes due 2016 and 7.0% Series C Second-Priority Secured Notes due 2017 (collectively, the “Notes”), respectively. The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the terms set forth in the Indenture. The Notes and
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 20th, 2011 • Cit Group Inc • Finance lessors • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 15, 2011 (the “Supplemental Indenture”), between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the guarantors named herein and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), Series C Parent Collateral Agent and Series C Subsidiary Collateral Agent, amending and supplementing the Indenture, dated as of March 30, 2011 between the Company and the Trustee, governing the issuance of debt securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by the Supplemental Indenture, shall be referred to herein as the “Indenture”.
FIRST AMENDMENT TO SERIES A FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 20th, 2011 • Cit Group Inc • Finance lessors • New York
FIRST AMENDMENT TO FIRST SUPPLEMENTAL INDENTURE, dated as of May 31, 2011 (this “First Amendment”), between CIT GROUP INC., a Delaware corporation (the “Company”), the guarantors named herein, as guarantors (the “Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as Collateral Agent under the Indenture referred to below.
