Underwriting AgreementUnderwriting Agreement • May 4th, 2012 • Cit Group Inc • Finance lessors • New York
Introductory. CIT Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC (the “Representatives”) are acting as representatives, $1,250,000,000 aggregate principal amount of its 5.000% Senior Unsecured Notes due 2017 (the “2017 Notes”) and $750,000,000 aggregate principal amount of its 5.375% Senior Unsecured Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Securities”). The Securities will be issued pursuant to an indenture dated as of March 15, 2012 (the “Base Indenture”), between the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent. Certain terms of the Securities will
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 4th, 2012 • Cit Group Inc • Finance lessors • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 4, 2012 (the “Supplemental Indenture”), among CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (the “Agent”), amending and supplementing the Indenture, dated as of March 15, 2012 among the Company, the Trustee and the Agent, 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.”
