CIT GROUP INC. $500,000,000 6.10% Junior Subordinated Notes due March 15, 2067 Underwriting AgreementUnderwriting Agreement • February 1st, 2007 • Cit Group Inc • Finance lessors • New York
CIT Group Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its notes identified in Schedule I hereto (the “Notes”). The Notes are to be issued under a subordinated indenture, dated as of January 20, 2006, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), as amended and supplemented by a supplemental indenture to be dated as of January 31, 2007 between the Company and the Trustee (the indenture, as so supplemented, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any refer
CIT GROUP INC. Issuer THE BANK OF NEW YORK Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 31, 2007First Supplemental Indenture • February 1st, 2007 • Cit Group Inc • Finance lessors • New York
