CIT CAPITAL TRUST I 7.70% Preferred Capital Securities AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • March 4th, 1997 • Cit Group Holdings Inc /De/ • Short-term business credit institutions • New York
AmongRegistration Rights Agreement • March 4th, 1997 • Cit Group Holdings Inc /De/ • Short-term business credit institutions • New York
EXHIBIT 99.3 FORM OF EXCHANGE AGENT AGREEMENT FORM OF EXCHANGE AGENT AGREEMENT March , 1997 The Bank of New York Attention: Corporate Trust Administration 101 Barclay Street Floor 21 West New York, New York 10286 Ladies and Gentlemen: The CIT Group...Exchange Agent Agreement • March 4th, 1997 • Cit Group Holdings Inc /De/ • Short-term business credit institutions • Delaware
Ladies and Gentlemen: The CIT Group Holdings, Inc.,o a Delaware corporation, as Depositor ("the Company") and CIT CAPITAL TRUST I, a Delaware business trust (the "Trust") hereby appoint The Bank of New York ("BONY") to act as exchange agent (the "Exchange Agent") in connection with an exchange offer by the Company and the Trust to exchange up to $250,000,000 aggregate Liquidation Amount of the Trust's 7.70% Preferred Capital Securities due February 15, 2027 (the "New Capital Securities"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like aggregate Liquidation Amount of the Trust's outstanding 7.70% Preferred Capital Securities due February 15, 2027 (the "Old Capital Securities" and together with the New Capital Securities, the "Capital Securities"). The terms and conditions of the exchange offer are set forth in a Prospectus dated , 1997 (as the same may be amended or supplemented from time to time, the "Prospectus") and in the r
GUARANTEE AGREEMENT CIT CAPITAL TRUST I Dated as of February 25, 1997 CROSS REFERENCE TABLE*Guarantee Agreement • March 4th, 1997 • Cit Group Holdings Inc /De/ • Short-term business credit institutions • New York
