0000950123-09-049023 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 7th, 2009 • Cit Group Inc • Finance lessors • New York

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (as successor to JP Morgan Chase Bank, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 7th, 2009 • Cit Group Inc • Finance lessors • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (successor in interest to Bank One Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 7th, 2009 • Cit Group Inc • Finance lessors • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Funding Company of Delaware LLC, a Delaware limited liability company (the “Issuer”), CIT Group Inc. as guarantor, the entities listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”), and The Bank of New York Mellon (successor in interest to Bank One Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • October 7th, 2009 • Cit Group Inc • Finance lessors • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of September 30, 2009 and is entered into by and among CIT GROUP INC., a Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF COMPANY listed on the signature pages hereto, BARCLAYS BANK PLC, as Administrative Agent (“Administrative Agent”) and the Requisite Lenders listed on the signature pages hereto and is made with reference to that certain AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 29, 2009 (as amended through the date hereof, the “Credit Agreement”), by and among Company, the subsidiaries of Company named therein, the Lenders, the Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

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