PURCHASE AND SALE AGREEMENT by and among C.I.T. LEASING CORPORATION, PARK AEROSPACE HOLDINGS LIMITED, solely for purposes of Sections 5.16 and 5.18,Purchase and Sale Agreement • October 12th, 2016 • Cit Group Inc • Finance lessors • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 6, 2016, is by and among C.I.T. Leasing Corporation, a Delaware Corporation (“Seller,”), Park Aerospace Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly-owned subsidiary of Purchaser Direct Parent (“Purchaser”), solely for purposes of Sections 5.16 and 5.18, Bohai Capital Holding Co., Ltd., a limited company under the laws of the People’s Republic of China (“Parent”), solely for purposes of Section 11.17 and the other sections referenced in Section 11.17(c), Avolon Holdings Limited, an exempted company with limited liability under the laws of the Cayman Islands (“Purchaser Direct Parent”), and solely for purposes of Section 11.18 and the other sections referenced in Section 11.18(c), CIT Group Inc., a Delaware Corporation (“Seller Parent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 12th, 2016 • Cit Group Inc • Finance lessors • Delaware
Share Purchase Agreement dated October 6, 2016 between CIT Transportation Holdings B.V. (the "Vendor") and 1995370 Alberta Inc. (the "Purchaser", and together with Vendor, the "Parties").
DEPOSIT ESCROW AGREEMENTDeposit Escrow Agreement • October 12th, 2016 • Cit Group Inc • Finance lessors • Alberta
THIS DEPOSIT ESCROW AGREEMENT (the “Agreement”), is entered into as of October 6, 2016, by and between Park Aerospace Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its principal place of business in Ireland (“Purchaser”), C.I.T. Leasing Corporation, a Delaware corporation (“Seller” and along with Purchaser, each a “Party” and collectively the “Parties”) and JPMorgan Chase Bank, NA, as escrow agent (the “Escrow Agent”).
GUARANTEEGuarantee • October 12th, 2016 • Cit Group Inc • Finance lessors • Delaware
This GUARANTEE is dated as of October 6, 2016 (this “Guarantee”) and is by HNA Group Co., Ltd., a limited company under the laws of the People’s Republic of China (the “Guarantor”) in favor of CIT Leasing Corporation, a Delaware corporation (the “Guaranteed Party”). Each capitalized term used and not defined herein have the meaning ascribed to it in the Purchase and Sale Agreement entered into concurrently herewith among the Guaranteed Party, Park Aerospace Holdings Limited (“Purchaser”), solely for purposes of Sections 5.16 and 5.18, Bohai Capital Holding Co., Ltd, solely for purposes of Section 11.17 and the other sections referenced in Section 11.17(c), Avolon Holdings Limited and solely for purposes of Section 11.18 and the other sections referenced in Section 11.18(c), CIT Group, Inc. (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
VOTING AGREEMENTVoting Agreement • October 12th, 2016 • Cit Group Inc • Finance lessors • Delaware
VOTING AGREEMENT, dated as of October 6, 2016 (this “Agreement”), by and among HNA Capital Group Co., Ltd., a company established and existing under the laws of the People’s Republic of China (“PRC”) having its registered address at 29 Haixiu Road, Haikou, Hainan Province, PRC (“HNA”), Shenzhen Xing Hang Rong Tou Equity Co. L.P., a company established and existing under the laws of PRC having its registered address at Flat 201, Building A, NO.1 Qian Wan Street, Shenzhen-Hong Kong cooperation zone, Shenzhen (“Shenzhen”), Tianjin Yanshan Equity Investment Fund Co., Ltd., a company established and existing under the laws of the PRC having its registered address at Room 818-A, Huaying Plaza, Central Avenue, Airport Economic Zone, Tianjin, PRC (“Tianjin Yanshan”), Tianjin Tong Wan Investment Co. L.P., a company established and existing under the laws of PRC having its registered address at Room 1704-274, Kuangshi International Plaza A, Xiangluo Bay, Tianjin Binhai CBD, Tianjin, PRC (“Tianji
