CIT GROUP INC. and THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 23, 2007Second Supplemental Indenture • October 23rd, 2007 • Cit Group Inc • Finance lessors • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of October 23, 2007 (the “Second Supplemental Indenture”), between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of January 20, 2006 between the Company and the Trustee, governing the issuance of senior debt securities (the “Base Indenture”), as amended and supplemented by the first supplemental indenture, dated as of February 13, 2007 (the “First Supplemental Indenture”). The Base Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, shall be referred to herein as the “Indenture”.
CIT GROUP INC. 24,000,000 Equity Units Underwriting AgreementUnderwriting Agreement • October 23rd, 2007 • Cit Group Inc • Finance lessors • New York
MORGAN STANLEY & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC. As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
CIT Group Inc. and The Bank of New York, as Purchase Contract Agent, and The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of October 23, 2007Purchase Contract and Pledge Agreement • October 23rd, 2007 • Cit Group Inc • Finance lessors • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of October 23, 2007, among CIT Group Inc., a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 The Bank of New York 101 Barclay Street, Floor 8W New York, NY 10286 Attention: Corporate Finance Division...Purchase Contract Agreement • October 23rd, 2007 • Cit Group Inc • Finance lessors • New York
This Agreement is dated as of October 23, 2007 (the “Agreement”) by and among CIT Group Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., as the remarketing agents (the “Remarketing Agents”), and The Bank of New York, a New York banking corporation, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).
