CIT GROUP FUNDING COMPANY OF CANADA Fully, Unconditionally and Irrevocably Guaranteed by CIT Group Inc. Underwriting AgreementCit Group Funding • October 31st, 2006 • Cit Group Inc • Finance lessors • New York
CIT Group Funding Company of Canada, an unlimited company organized under the laws of the Province of Nova Scotia, Canada (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,” and together with the related Guarantees (as defined below), the “Securities”). The Securities are to be issued under an indenture (the “Indenture”), dated as of , 2006, among the Company, CIT Group Inc., a corporation organized under the laws of Delaware (the “Guarantor”) and The Bank of New York, as trustee (the “Trustee”). The Notes will be fully, unconditionally and irrevocably guaranteed as to the payment of principal and interest (the "Guarantees") by the Guarantor. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean yo
