Exhibit 4.5


October 23, 2007


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


Ladies and
Gentlemen:


                    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).


Section 1.

Definitions.


                    (a)
Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Purchase Contract and Pledge Agreement, dated as of
October 23, 2007, among the Company, The Bank of New York as Purchase Contract
Agent and attorney-in-fact for the Holders of the Purchase Contracts, and The
Bank of New York as Collateral Agent, Custodial Agent and Securities
Intermediary, as amended from time to time (the “Purchase Contract and Pledge Agreement”).


                    (b)
As used in this Agreement, the following terms have the following meanings:


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                    “Agreement”
has the meaning
specified in the first paragraph of this Remarketing Agreement.


                    “Commencement
Date” has the
meaning specified in Section 3.


                    “Commission”
means the
Securities and Exchange Commission.


                    “Company”
has the meaning
specified in the first paragraph of this Remarketing Agreement.


                    “Exchange
Act” means the Securities Exchange
Act of 1934, as amended.


                    “Final
Remarketing” has the
meaning specified in Section 2(c). 


                    “Final
Remarketing Date” has
the meaning specified in Section 2(c). 


                    “First
Remarketing Date” means
the date on or after November 2, 2010, but no later than November 10, 2010 (the
fifth Business Day immediately preceding the Purchase Contract Settlement
Date), specified by the Company in the Remarketing Notice, on which the
Remarketing Agents shall first use their reasonable efforts to remarket the
Remarketed Senior Notes at the Remarketing Price. 


                    “indemnified
party” has the
meaning specified in Section 7(c). 


                    “indemnifying
party” has the
meaning specified in Section 7(c). 


                    “Initial
Remarketing” has the
meaning specified in Section 2(b). 


                    “Issuer
Free Writing Prospectus” means an
issuer free writing prospectus, as defined in Rule 433 under the Securities
Act.


                    “Preliminary
Prospectus” means
any preliminary prospectus relating to the Remarketed Senior Notes included in
the Registration Statement, including the documents incorporated by reference
therein as of the date of such Preliminary Prospectus.


                    “Prospectus”
means the
prospectus relating to the Remarketed Senior Notes, in the form in which first
filed, or transmitted for filing, with the Commission after the effective date
of the Registration Statement pursuant to Rule 424(b), including the documents
incorporated by reference therein as of the date of such Prospectus; and any
reference to any amendment or supplement to such Prospectus shall be deemed to
refer to and include any documents filed after the date of such Prospectus,
under the Exchange Act, and incorporated by reference in such Prospectus.


                    “Purchase
Contract and Pledge Agreement”
has the meaning specified in Section 1(a).


                    “Registration
Statement” means
a registration statement under the Securities Act prepared by the Company
covering, inter alia, the Remarketing of the


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Remarketed
Senior Notes pursuant to Section 5(a) hereunder, including all exhibits thereto
and the documents incorporated by reference in the Prospectus and any
post-effective amendments thereto. 


                    “Remarketed
Senior Notes” means
the Senior Notes underlying the Pledged Applicable Ownership Interests in
Senior Notes and the Separate Senior Notes, if any, subject to Remarketing as
identified to the Remarketing Agents by the Purchase Contract Agent and the
Custodial Agent, respectively, as of 5:00 p.m., New York City time, on the second
Business Day immediately preceding the First Remarketing Date, as modified in
connection with the Remarketing, and shall include: (a) the Senior Notes
underlying the Pledged Applicable Ownership Interests in Notes of the Holders
of Corporate Units who have not notified the Purchase Contract Agent prior to
5:00 p.m., New York City time, on the second Business Day immediately preceding
the First Remarketing Date of their intention to effect a Cash Settlement of
the related Purchase Contracts pursuant to the terms of the Purchase Contract
and Pledge Agreement or who have so notified the Purchase Contract Agent but
failed to make the required cash payment prior to 5:00 pm, New York City time,
on the first Business Day immediately preceding the First Remarketing Date
pursuant to the terms of the Purchase Contract and Pledge Agreement, and (b)
the Separate Senior Notes of the holders of Separate Senior Notes, if any, who
have elected to have their Separate Senior Notes remarketed in such Remarketing
pursuant to the terms of the Purchase Contract and Pledge Agreement.


                    “Remarketing”
means the
remarketing of the Remarketed Senior Notes pursuant to this Remarketing
Agreement during the Remarketing Period.


                    “Remarketing
Fee” has the
meaning specified in Section 4.


                    “Remarketing
Materials” means
the Preliminary Prospectus, the Prospectus or any other information furnished
by the Company to the Remarketing Agents for distribution to investors in
connection with the Remarketing. 


                    “Remarketing
Notice” has the meaning specified in Section 2(b).


                    “Remarketing
Settlement Date”
means the Purchase Contract Settlement Date. 


                    “Reset
Rate” has the meaning
specified in Section 2(d).


                    “Securities”
has the meaning
specified in Section 10.


                    “Securities
Act” means the Securities Act of
1933, as amended.


                    “Senior
Notes” means the
series of senior notes, as modified in connection with the Remarketing,
designated 7.50% Senior Notes due 2015 of the Company.


                    “Successful
Remarketing” has the meaning
specified in Section 2(c).


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                    “Transaction
Documents” means
this Agreement, the Purchase Contract and Pledge Agreement and the Indenture,
in each case as amended or supplemented from time to time.


                    “Underwriting
Agreement” means the Underwriting Agreement dated as of October 17,
2007 among the Company and Morgan Stanley & Co. Incorporated and Citigroup
Global Markets Inc., acting as representatives of the several underwriters
named therein.


Section 2.

Appointment and Obligations of the
Remarketing Agents.


                    (a)
The Company hereby appoints Morgan Stanley & Co. Incorporated and Citigroup
Global Markets Inc. as the exclusive Remarketing Agents, and, subject to the
terms and conditions set forth herein, Morgan Stanley & Co. Incorporated
and Citigroup Global Markets Inc. hereby accept appointment as Remarketing
Agents, for the purpose of (i) remarketing the Remarketed Senior Notes on
behalf of the holders thereof, (ii) determining, in consultation with the
Company, in the manner provided for herein and in the Purchase Contract and
Pledge Agreement and the Indenture, the Reset Rate for the Notes, and (iii)
performing such other duties as are assigned to the Remarketing Agents in the
Transaction Documents.


                    (b)
The Company or the Purchase Contract Agent, at the Company’s request, shall
provide the Remarketing Notice, not later than 10:00 a.m., New York City time,
on October 5, 2010, to Holders of Units and holders of Separate Senior Notes of
the Remarketing to occur. Such Remarketing Notice shall specify the First
Remarketing Date, the dates of the Remarketing Period, procedures to be
followed in the Remarketing and specify the Cash Settlement Amount payable in
accordance with Section 5.02 of the Purchase Contract and Pledge Agreement if
Holders elect not to participate in the Remarketing. Unless a Special Event
Redemption or a Termination Event has occurred, on the First Remarketing Date,
the Remarketing Agents shall use their reasonable efforts to remarket (the “Initial
Remarketing”) the Remarketed Senior Notes, at the Remarketing Price.


                    (c)
In the case of a Failed Remarketing on the First Remarketing Date and unless a
Special Event Redemption or a Termination Event has occurred, on each
successive Business Day to, and including, the earlier of (i) the third
Business Day immediately preceding the Purchase Contract Settlement Date (the “Final
Remarketing Date”) and (ii) the day of Successful Remarketing, the
Remarketing Agents shall use their reasonable efforts to remarket the
Remarketed Senior Notes at the Remarketing Price. In the event of a Failed
Remarketing on the Final Remarketing Date, the provisions of Section 5.02(b)(v)
of the Purchase Contract and Pledge Agreement shall govern. It is understood
and agreed that the Remarketing on any Remarketing Date will be considered a “Successful
Remarketing”
and no further attempts will be made if the aggregate purchase price agreed to
be paid by buyer of Senior Notes in the Remarketing are at least equal to the
Remarketing Price. 


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                    (d)
In connection with each Remarketing, the Remarketing Agents shall determine, in
consultation with the Company, the terms of the Senior Notes, including those
which may be modified in connection with the Remarketing pursuant to the
Indenture, including the rate per annum, rounded to the nearest one-thousandth
(0.001) of one percent per annum, that the Senior Notes should bear (the “Reset Rate”)
in order for the Remarketed Senior Notes to have an aggregate market value
equal to the Remarketing Price and that in the sole reasonable discretion of
the Remarketing Agents will enable them to remarket all of the Remarketed
Senior Notes at the Remarketing Price in such Remarketing; provided that such rate
shall not exceed the maximum interest rate permitted by applicable law.


                    (e)
If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, (1)
the Remarketing Agents are unable to remarket all of the Remarketed Senior
Notes, other than to the Company, at the Remarketing Price pursuant to the
terms and conditions hereof or (2) the Remarketing did not occur on such
Remarketing Date because one of the conditions set forth in Section 6 hereof
was not satisfied, a “Failed Remarketing” shall be deemed to have
occurred. The Remarketing Agents shall advise by telephone the Depositary, the
Purchase Contract Agent and the Company of any such Failed Remarketing. Whether
or not there has been a Failed Remarketing will be determined in the sole
reasonable discretion of the Remarketing Agents.


                    (f)
In the event of a Successful Remarketing, by approximately 4:30 p.m., New York
City time, on the applicable Remarketing Date, the Remarketing Agents shall
advise, by telephone:


	
 

	
 

	
 


	
 

	
(1)

	
the
  Depositary, the Purchase Contract Agent and the Company of the Reset Rate determined
  by the Remarketing Agents in such Remarketing and the number of Remarketed
  Senior Notes sold in such Remarketing;


	
 

	
 

	
 


	
 

	
(2)

	
each
  purchaser (or the Depositary Participant thereof) of Remarketed Senior Notes
  of the Reset Rate and the number of Remarketed Senior Notes such purchaser is
  to purchase;


	
 

	
 

	
 


	
 

	
(3)

	
each such
  purchaser (if other than a Depositary Participant) to give instructions to
  its Depositary Participant to pay the purchase price on the Remarketing
  Settlement Date in same day funds against delivery of the Remarketed Senior
  Notes purchased through the facilities of the Depositary; and 


	
 

	
 

	
 


	
 

	
(4)

	
each such
  purchaser (or Depositary Participant thereof) that the Remarketed Senior
  Notes will not be delivered until the Purchase Contract Settlement Date and
  that if such purchaser wishes to trade the Remarketed Senior Notes that it
  has purchased prior to the third Business Day preceding the Purchase Contract
  Settlement Date, such purchaser will





5







	
 

	
 

	
 


	
 

	
 

	
have to
  specify an alternative settlement cycle at the time of any such trade to
  prevent failed settlement.





                    The
Remarketing Agents shall also, if required by the Securities Act, deliver, in
conformity with the requirements of the Securities Act, to each purchaser a
Prospectus in connection with the Remarketing.


                    (g)
The proceeds from a Successful Remarketing (i) with respect to the Senior Notes
underlying the Applicable Ownership Interests in Notes that are components of
the Corporate Units, shall be paid to the Collateral Agent in accordance with
Section 5.02 of the Purchase Contract and Pledge Agreement and (ii) with
respect to the Separate Senior Notes, shall be paid to the Custodial Agent for
payment to the holders of such Separate Senior Notes in accordance with Section
5.02 of the Purchase Contract and Pledge Agreement. 


                    (h)
The right of each holder of Remarketed Senior Notes to have such Remarketed
Senior Notes remarketed and sold on any Remarketing Date shall be subject to
the conditions that (i) the Remarketing Agents conduct (A) an Initial
Remarketing and (B) in the event of Failed Remarketing on the First Remarketing
Date, a Remarketing on each subsequent Business Day to and including the
earlier of (x) the day of Successful Remarketing and (y) the Final Remarketing
Date, each pursuant to the terms of this Agreement, (ii) neither a Special
Event Redemption nor a Termination Event has occurred prior to such Remarketing
Date, (iii) the Remarketing Agents are able to find a purchaser or purchasers
for Remarketed Senior Notes at the Remarketing Price based on the Reset Rate,
and (iv) such purchaser or purchasers deliver the purchase price therefor to
the Remarketing Agents as and when required. 


                    (i)
It is understood and agreed that the Remarketing Agents shall not have any
obligation whatsoever to purchase any Remarketed Senior Notes, whether in the
Remarketing or otherwise, and shall in no way be obligated to provide funds to
make payment upon tender of Remarketed Senior Notes for Remarketing or to
otherwise expend or risk its own funds or incur or to be exposed to financial
liability in the performance of its duties under this Agreement. Neither the
Company nor the Remarketing Agents shall be obligated in any case to provide
funds to make payment upon tender of the Remarketed Senior Notes for
Remarketing.


Section 3.

Representations and Warranties of the
Company.


                    The
Company represents and warrants (i) on and as of the date any Remarketing
Materials are first distributed in connection with the Remarketing (the “Commencement
Date”), (ii) on and as of the applicable Remarketing Date and (iii)
on and as of the Remarketing Settlement Date, that:


                    (a)
Each of the representations and warranties of the Company as set forth in
Section 1 (other than those made in subsection (i), (k) and (l)) of the
Underwriting Agreement is true and correct as if made on each of the dates
specified above; provided that


6






for purposes
of this Section 3(a), any reference in such sections of the Underwriting
Agreement to (i) the “Registration Statement” and the “Prospectus” shall be
deemed to refer to such terms as defined herein, (ii) the “Closing Date” shall
be deemed to refer to the Remarketing Settlement Date, (iii) the “Securities”
shall be deemed to refer to the Remarketed Senior Notes, (iv) the “preliminary
prospectus” shall be deemed to refer to the “Preliminary Prospectus,” (v)
“Agreement” shall be deemed to refer to this Agreement, (vi) “Underwriter”
shall be deemed to refer to the Remarketing Agents and (vii) “Transaction
Documents” shall be deemed to refer to this Agreement, the Notes and the
Indenture.


                    (b)
The Notes and the Indenture conform in all material respects to the description
thereof contained in the Prospectus, if any.


                    (c)
No default or an event of default, and no event that with the passage of time
or the giving of notice or both would become an event of default, shall occur
and be continuing, under any of the Securities Agreements (as defined in the
Underwriting Agreement).


Section 4.

Fees.


                    In
the event of a Successful Remarketing of the Remarketed Senior Notes, the
Company shall pay the Remarketing Agents a remarketing fee to be agreed upon in
writing by the Company and each Remarketing Agent prior to any such Remarketing
(the “Remarketing
Fee”). Such Remarketing Fee shall be paid by the Company on the
Remarketing Settlement Date in cash by wire transfer of immediately available funds
to accounts designated by the Remarketing Agents.


Section 5.

Covenants of the Company.


                    The
Company covenants and agrees as follows:


                    (a)
If and to the extent the Remarketed Senior Notes are required (in the view of
counsel, which need not be in the form of a written opinion, for either the
Remarketing Agents or the Company) to be registered under the Securities Act as
in effect at the time of the Remarketing,


	
 

	
 

	
 


	
 

	
(1)

	
to prepare
  the Registration Statement and the Prospectus, in a form approved by the
  Remarketing Agents, to file any such Prospectus pursuant to the Securities
  Act within the period required by the Securities Act and the rules and
  regulations thereunder and to use commercially reasonable efforts to cause
  the Registration Statement to be declared effective by the Commission prior
  to the second Business Day immediately preceding the applicable Remarketing
  Date;





7







	
 

	
 

	
 


	
 

	
(2)

	
to file
  promptly with the Commission any amendment to the Registration Statement or
  the Prospectus or any supplement to the Prospectus that may, in the
  reasonable judgment of the Company or the Remarketing Agents, be required by
  the Securities Act or requested by the Commission;


	
 

	
 

	
 


	
 

	
(3)

	
to advise
  the Remarketing Agents, promptly after it receives notice thereof, of the
  time when any amendment to the Registration Statement has been filed or
  becomes effective or any supplement to the Prospectus or any amended
  Prospectus has been filed and to furnish the Remarketing Agents with copies thereof;


	
 

	
 

	
 


	
 

	
(4)

	
to file
  promptly all reports and any definitive proxy or information statements
  required to be filed by the Company with the Commission pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
  Prospectus and for so long as the delivery of a Prospectus is required in
  connection with the offering or sale of the Remarketed Senior Notes; 


	
 

	
 

	
 


	
 

	
(5)

	
to file all
  Issuer Free Writing Prospectuses required to be filed by the Company with the
  Commission pursuant to Rule 433(d) under the Securities Act;


	
 

	
 

	
 


	
 

	
(6)

	
to advise
  the Remarketing Agents, promptly after it receives notice thereof, of the
  issuance by the Commission of any stop order or of any order preventing or
  suspending the use of the Preliminary Prospectus or the Prospectus, of the
  suspension of the qualification of any of the Remarketed Senior Notes for
  offering or sale in any jurisdiction, of the initiation or threatening of any
  proceeding for any such purpose, or of any request by the Commission for the
  amending or supplementing of the Registration Statement or the Prospectus or
  for additional information, and, in the event of the issuance of any stop
  order or of any order preventing or suspending the use of any Preliminary
  Prospectus or any Prospectus or suspending any such qualification, to use
  promptly its best efforts to obtain its withdrawal;


	
 

	
 

	
 


	
 

	
(7)

	
to furnish
  promptly to the Remarketing Agents such copies of the following documents as
  the Remarketing Agents shall reasonably request: (A) conformed copies of the
  Registration Statement as originally filed with the Commission and each
  amendment thereto (in each case excluding exhibits); (B) the Preliminary
  Prospectus and any





8







	
 

	
 

	
 


	
 

	
 

	
amended or
  supplemented Preliminary Prospectus; (C) the Prospectus and any amended or
  supplemented Prospectus; and (D) any document incorporated by reference in
  the Prospectus (excluding exhibits thereto); and, if at any time when
  delivery of a prospectus (or in lieu thereof, the notice referred to in Rule
  173(a) under the Securities Act) is required in connection with the
  Remarketing, any event shall have occurred as a result of which the
  Prospectus as then amended or supplemented would include any untrue statement
  of a material fact or omit to state any material fact necessary in order to
  make the statements therein, in the light of the circumstances under which
  they were made when such Prospectus (or in lieu thereof, the notice referred
  to in Rule 173(a) under the Securities Act) is delivered, not misleading, or
  if for any other reason it shall be necessary during such same period to
  amend or supplement the Prospectus or to file under the Exchange Act any
  document incorporated by reference in the Prospectus in order to comply with
  the Securities Act or the Exchange Act, to notify the Remarketing Agents and,
  upon their request, to file such document and to prepare and furnish without
  charge to the Remarketing Agents and to any dealer in securities as many
  copies as the Remarketing Agents may from time to time reasonably request of
  an amended or supplemented Prospectus that will correct such statement or
  omission or effect such compliance;


	
 

	
 

	
 


	
 

	
(8)

	
prior to
  filing with the Commission (A) any amendment to the Registration Statement or
  supplement to the Prospectus or (B) any Prospectus pursuant to Rule 424 under
  the Securities Act, to furnish a copy thereof to the Remarketing Agents; and
  not to file any such amendment or supplement that shall be reasonably
  disapproved by the Remarketing Agents;


	
 

	
 

	
 


	
 

	
(9)

	
as soon as
  practicable, but in any event not later than eighteen months, after the date
  of a Successful Remarketing, to make “generally available to its security
  holders” an “earnings statement” of the Company and its subsidiaries
  complying with (which need not be audited) Section 11(a) of the Securities
  Act and the rules and regulations thereunder (including, at the option of the
  Company, Rule 158). The terms “generally available to its security holders”
  and “earnings statement” shall have the meanings set forth in Rule 158; and





9







	
 

	
 

	
 


	
 

	
(10)

	
to take such
  action as the Remarketing Agents may reasonably request in order to qualify
  the Remarketed Senior Notes for offer and sale under the securities or “blue
  sky” laws of such jurisdictions as the Remarketing Agents may reasonably
  request; provided
  that in no event shall the Company be required to qualify as a foreign
  corporation or to file a general consent to service of process in any
  jurisdiction.





                    (b)
To pay: (1) the costs incident to the preparation and printing of the
Registration Statement, if any, any Preliminary Prospectus, any Issuer Free
Writing Prospectus, any Prospectus and any other Remarketing Materials and any
amendments or supplements thereto; (2) the costs of distributing the
Registration Statement, if any, any Prospectus and any other Remarketing
Materials and any amendments or supplements thereto; (3) any fees and expenses
of qualifying the Remarketed Senior Notes under the securities laws of the
several jurisdictions as provided in Section 5(a)(10) and of preparing,
printing and distributing a Blue Sky Memorandum, if any (including any related
reasonable fees and expenses of counsel to the Remarketing Agent); (4) all
other costs and expenses incident to the performance of the obligations of the
Company hereunder and the Remarketing Agents hereunder; and (5) the reasonable
fees and expenses of counsel to the Remarketing Agents in connection with their
duties hereunder.


                    (c)
To furnish the Remarketing Agents with such information and documents as the
Remarketing Agents may reasonably request in connection with the transactions
contemplated hereby, and to make reasonably available to the Remarketing Agents
and any accountant, attorney or other advisor retained by the Remarketing
Agents such information that parties would customarily require in connection
with a due diligence investigation conducted in accordance with applicable
securities laws and to cause the Company’s officers, directors, employees and
accountants to participate in all such discussions and to supply all such
information reasonably requested by any such Person in connection with such
investigation.


Section 6.

Conditions to the Remarketing Agents’
Obligations.


                    The
obligations of the Remarketing Agents hereunder shall be subject to the
following conditions:


                    (a)
The Prospectus, and any supplement thereto, has been filed in the manner and
within the time period required by Rule 424(b); the Issuer Free Writing
Prospectus, if any, and any other material required to be filed by the Company
pursuant to Rule 433(d) under the Securities Act, shall have been timely filed
with the Commission within the applicable time periods prescribed for such
filings by Rule 433; the Company has paid the fees required by the Commission
relating to the Remarketed Senior Notes within the time required by Rule
456(b)(1) without regard to the proviso therein and otherwise in accordance
with Rules 456(b) and 457(r); and no stop order suspending the


10






effectiveness
of the Registration Statement or any notice objecting to its use shall have
been issued and no proceedings for that purpose shall have been instituted or
threatened.


                    (b)
(1) Trading in the Company’s securities shall not have been suspended by the Commission or the New York Stock Exchange
or trading in securities generally on the NYSE shall not have been
suspended or limited or minimum prices shall not have been established on such
exchange; (2) a banking moratorium shall not have been declared either by U.S.
federal or New York State authorities;
or (iii) there shall not have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such, in
the sole judgment of the Remarketing Agents, as to prevent or materially impair
the Remarketing, or enforcement of contracts for sale, of the Remarketed Senior
Notes.


                    (c)
The representations and warranties of the Company contained herein shall be
true and correct in all material respects on and as of the applicable
Remarketing Date, and the Company, the Purchase Contract Agent and the
Collateral Agent shall have performed in all material respects all covenants
and agreements contained herein or in the Purchase Contract and Pledge
Agreement to be performed on their part at or prior to such Remarketing Date. 


                    (d)
The Company shall have furnished to the Remarketing Agents a certificate, dated
the applicable Remarketing Date, of the Chief Financial Officer satisfactory to
the Remarketing Agents stating that the representations and warranties of the
Company in Section 3 are true and correct on and as of the applicable
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to such Remarketing Date.


                    (e)
On the applicable Remarketing Date, the Remarketing Agents shall have received
a letter addressed to the Remarketing Agents and dated such date, in form and
substance satisfactory to the Remarketing Agents, of the independent
accountants of the Company, containing statements and information of the type
ordinarily included in accountants’ “comfort letters” with respect to certain
financial information contained in the Remarketing Materials, if any.


                    (f)
Each of (i) outside counsel for the Company reasonably acceptable to the
Remarketing Agents, and (ii) counsel of the Company, shall have furnished to
the Remarketing Agents its opinion, addressed to the Remarketing Agents and
dated the applicable Remarketing Date, in form and substance reasonably
satisfactory to the Remarketing Agents addressing such matters as are set forth
in such counsel’s opinion furnished pursuant to Sections 6(b) and 6(c),
respectively, of the Underwriting Agreement, adapted as necessary to relate to
the securities being remarketed hereunder and to the Remarketing Materials, if any,
or to any changed circumstances or events occurring subsequent to the date of
this Agreement, such adaptations being reasonably acceptable to counsel to the
Remarketing Agents.


11






                    (g)
Counsel for the Remarketing Agents, shall have furnished to the Remarketing
Agents its opinion, addressed to the Remarketing Agents and dated the
applicable Remarketing Date, in form and substance reasonably satisfactory to
the Remarketing Agents.


                    (h)
Subsequent to the Commencement Date and prior to the applicable Remarketing
Date, there shall not have been any decrease in the rating of any of the
Company’s debt securities by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) under the Securities Act)
or any notice given of any intended or potential decrease in any such rating or
of a possible change in any such rating that does not indicate the direction of
the possible change.


Section 7.

Indemnification.


                    (a)
The Company agrees to indemnify and hold harmless each Remarketing Agent and
any person who controls such Remarketing Agent within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, such Remarketing Agent or any such
controlling person may incur under the Securities Act or otherwise, insofar as
such loss, expense, liability or claim arised out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any amendment thereof, any Preliminary
Prospectus, the Preliminary Prospectus taken together with any Issuer Free
Writing Prospectuses used at or prior to the time of the first sale (the “Disclosure
Package”) or the Prospectus or any amendment or supplement thereto,
or arises out of or is based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such loss, expense,
liability or claim arises out of or is based upon any alleged untrue statement
of a material fact contained (i) therein in conformity with the information
furnished in writing by or on behalf of any Remarketing Agent to the Company
expressly for use in such documents or (ii) in the Form T-1 Statement of
Eligibility under the Trust Indenture Act of the Indenture Trustee or arises
out of or is based upon any alleged omission to state therein a material fact
in connection with such information required to be stated therein or necessary
to make such information not misleading. The Company’s agreement to indemnify
each Remarketing Agent or any such controlling person as aforesaid is expressly
conditioned upon the Company being notified of the action in connection
therewith brought against a Remarketing Agent or such controlling person by
letter or telegram or facsimile transmission addressed to the Company with
reasonable promptness after the first legal process which discloses the nature
of the liability or claim shall have been served upon a Remarketing Agent or
such controlling person (or after such Remarketing Agent or such controlling
person shall have received notice of such service upon any agent designated by
such Remarketing Agent or such controlling person), but failure so to notify
the Company shall not relieve the Company from any liability which it may have
to a Remarketing Agent or to such


12






controlling
person otherwise than on account of the indemnity agreement contained in this
Section 7.


          The
Company shall assume the defense of any suit brought to enforce any such
liability or claim, including the employment of counsel satisfactory to such
Remarketing Agent or such controlling person and the payment of all expenses.
The Remarketing Agent or such controlling person against whom such suit is
brought shall have the right to employ one separate counsel in any such suit
and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Remarketing Agent or the expense of such
controlling person unless (i) the employment of such counsel has been
specifically authorized by the Company or (ii) the named parties to any such
suit (including any impleaded parties) include such Remarketing Agent or such
controlling person and the Company and such Remarketing Agent or such
controlling person shall have been advised by such counsel that there may be
one or more legal defenses available to it which are different from or
additional to those available to the Company, in which case the Company shall
not have the right to assume the defense of such action on the behalf of such
Remarketing Agent or on the behalf of such controlling person, it being
understood, however, that the Company shall not, in connection with any one
such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm
of attorneys (and any required local counsel) for such Remarketing Agent and
such controlling persons, which firm (and local counsel, if any) shall be designated
in writing by the Remarketing Agent. The Company shall not be liable for any
settlement of any such action effected without its consent (which will not be
unreasonably withheld or delayed) unless such settlement includes an
unconditional release of the Company from all liability arising out of such
loss, expense, liability or claim.


          The
Company agrees to notify each Remarketing Agent with reasonable promptness of
the commencement of any litigation or proceedings against the Company or any of
its officers or directors in connection with the issue and sale of the
Securities or with the Registration Statement, any Preliminary Prospectus, the
Disclosure Package, the Prospectus or any amendments or supplements thereto.


                    (b)
The Remarketing Agents represent and warrant that the information furnished in
writing to the Company expressly for use with reference to the Remarketing
Agents in the Registration Statement, the Preliminary Prospectus, the
Disclosure Package or the Prospectus does not contain any untrue statement of a
material fact and does not omit to state a material fact in connection with
such information required to be stated in the Registration Statement, the
Preliminary Prospectus or the Prospectus or necessary to make such information
(in the case of the Preliminary Prospectus or the Prospectus, in light of the
circumstances under which such information was provided) not misleading.


          Each
Remarketing Agent severally agrees to indemnify, defend and hold harmless the
Company, its directors and officers and any person who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any loss, expense, liability or claim (including
the reasonable cost of


13






investigation)
which, jointly or severally, the Company or any other indemnified person may
incur under the Securities Act or otherwise, insofar as such loss, expense,
liability or claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus
or any amendment or supplement thereto which is in reliance on and in
conformity with information furnished in writing by or on behalf of the
Remarketing Agents to the Company expressly for use with reference to the
Remarketing Agents, or arises out of or is based upon any omission or alleged
omission to state a material fact in connection with such information required
to be stated in any of such documents or necessary to make such information (in
the case of the Preliminary Prospectus, the Disclosure Package or the
Prospectus, in light of the circumstances under which such information was
provided) not misleading. Each Remarketing Agent’s agreement to indemnify the
Company and any other indemnified person as aforesaid is expressly conditioned
upon such Remarketing Agent being notified of the action in connection
therewith brought against the Company or any other indemnified person by
letter, telegram, or facsimile transmission addressed to it at its address
furnished to the Company for the purpose, with reasonable promptness after the
first legal process which discloses the nature of the liability or claim shall
have been served upon the Company or any other indemnified person (or after the
Company or any such person shall have received notice of such service on any
agent designated by the Company or any such person), but failure so to notify a
Remarketing Agent shall not relieve such Remarketing Agent from any liability
which it may have to the Company or any other indemnified person otherwise than
on account of the indemnity agreement contained in this Section 7.


          Each
Remarketing Agent shall assume the defense of any suit brought to enforce any
such liability or claim, including the employment of counsel satisfactory to
the Company or such other person and the payment of all expenses. The Company
or other indemnified person against whom such suit is brought shall have the
right to employ separate counsel in any such suit and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the Company or such other indemnified person unless (i) the
employment of such counsel has been specifically authorized by such Remarketing
Agent or (ii) the named parties to any suit (including any impleaded parties)
include the Company or such other indemnified person and such Remarketing
Agent, and the Company or such other indemnified person shall have been advised
by such counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the Remarketing
Agent, in which case the Remarketing Agent shall not have the right to assume
the defense of such action on behalf of the Company or such other indemnified
person, it being understood, however, that such Remarketing Agent shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (and any required local counsel) for
the Company and such person, which firm (and local counsel, if any) shall be
designated in writing by the Company. A Remarketing Agent shall not be liable
for any settlement of any such action effected without its consent (which will
not be unreasonably withheld or delayed) unless such settlement includes an
unconditional release of such Remarketing Agent from all liability arising out
of such loss, expense, liability or claim.


14






Section 8.

Contribution.


                    (a)
If the indemnification provided for in this Agreement is unavailable to or
insufficient to hold harmless an indemnified party under Sections 7(a) and 7(b)
above for any reason other than as specified therein in respect of any losses,
expenses, liabilities or claims referred to therein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, expenses, liabilities or claims (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Remarketing Agents on the other hand from the remarketing of the
Remarketed Senior Notes; or (ii) if the allocation provided in clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and of the Remarketing Agents
on the other hand in connection with the statements or omissions which resulted
in such losses, expenses, liabilities or claims, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Remarketing Agents on the other hand shall be deemed to be in
the same proportion as the total net proceeds (before deducting expenses) to
the Company from the Remarketing of the Remarketed Senior Notes bears to the
total fees received by the Remarketing Agents. The relative fault of the
Company on the one hand and of the Remarketing Agents on the other hand shall
be determined by reference to, among other things, whether the untrue statement
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or by the Remarketing Agents and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages and liabilities referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any claim or action. 


                    (b)
The Company and the Remarketing Agents agree that it would not be just or
equitable if contribution pursuant to this Section 8 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in Section 8(a). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8, the Remarketing Agents shall not be required to contribute any
amount in excess of the amount by which the Remarketing Fee exceeds the amount
of any damages that the Remarketing Agents have otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
remedies provided for in Section 7 and Section 8 are not exclusive


15






and shall not
limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.


Section 9.

Resignation and Removal of the Remarketing
Agents.


                    Each
of the Remarketing Agents may resign and be discharged from its duties and
obligations hereunder, and the Company may remove either of the Remarketing
Agents, by giving 30 days’ prior written notice, in the case of a resignation,
to the Company, the remaining Remarketing Agent and the Purchase Contract Agent
and, in the case of a removal, to the removed Remarketing Agent and the
Purchase Contract Agent; provided, however, that no such
resignation nor any such removal shall become effective (i) unless there is one
remaining Remarketing Agent or (ii) if (i) does not apply, until the Company
shall have appointed at least one nationally recognized broker-dealer as
successor Remarketing Agent and such successor Remarketing Agent shall have
entered into a remarketing agreement with the Company, in which it shall have
agreed to conduct the Remarketing in accordance with the Transaction Documents
in all material respects.


                    In
any such case, the Company will use commercially reasonable efforts to appoint
a successor Remarketing Agent and enter into such a remarketing agreement with
such person as soon as reasonably practicable. The provisions of Section 7 and
Section 8 shall survive the resignation or removal of any Remarketing Agent
pursuant to this Agreement.


Section 10.

Dealing in Securities.


                    Each
Remarketing Agent, when acting as a Remarketing Agent or in its individual or
any other capacity, may, to the extent permitted by law, buy, sell, hold and
deal in any of the Remarketed Senior Notes, Corporate Units, Treasury Units or
any of the securities of the Company (collectively, the “Securities”). The Remarketing
Agents may exercise any vote or join in any action which any beneficial owner
of such Securities may be entitled to exercise or take pursuant to the
Indenture with like effect as if they did not act in any capacity hereunder.
Each Remarketing Agent, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.


Section 11.

Remarketing Agents’ Performance; Duty of
Care.


                    The
duties and obligations of the Remarketing Agents shall be determined solely by
the express provisions of this Agreement and the Transaction Documents. No
implied covenants or obligations of or against the Remarketing Agents shall be
read into this Agreement or any of the Transaction Documents. In the absence of
bad faith on the part of the Remarketing Agents, the Remarketing Agents may
conclusively rely upon any


16






document
furnished to them, as to the truth of the statements expressed in any of such
documents. The Remarketing Agents shall be protected in acting upon any
document or communication reasonably believed by it to have been signed,
presented or made by the proper party or parties except as otherwise set forth
herein. The Remarketing Agents shall have no obligation to determine whether
there is any limitation under applicable law on the Reset Rate on the Notes or,
if there is any such limitation, the maximum permissible Reset Rate on the
Notes, and they shall rely solely upon written notice from the Company (which
the Company agrees to provide prior to the eighth Business Day before the First
Remarketing Date) as to whether or not there is any such limitation and, if so,
the maximum permissible Reset Rate. Each Remarketing Agent, acting under this
Agreement, shall incur no liability to the Company or to any holder of
Remarketed Senior Notes in its individual capacity or as Remarketing Agent for
any action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is (i) judicially determined to have
resulted from its failure to comply with the material terms of this Agreement
or bad faith, gross negligence or willful misconduct on its part or (ii)
determined pursuant to Section 7 or 8 of this Agreement. The provisions of this
Section 11 shall survive the termination of this Agreement and shall survive
the resignation or removal of any Remarketing Agent pursuant to this Agreement.


Section 12.

Termination.


                    This
Agreement shall automatically terminate (i) as to a Remarketing Agent on the
effective date of the resignation or removal of such Remarketing Agent pursuant
to Section 9 and (ii) on the earlier of (x) any Special Event Redemption Date,
(y) the occurrence of a Termination Event and (z) the Business Day immediately
following the Purchase Contract Settlement Date. If this Agreement is
terminated pursuant to any of the other provisions hereof, except as otherwise
provided herein, the Company shall not be under any liability to such
Remarketing Agent and such Remarketing Agent shall not be under any liability
to the Company, except that if this Agreement is terminated by a Remarketing
Agent because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, the
Company will reimburse such Remarketing Agent for all of its out-of-pocket
expenses (including the fees and disbursements of its counsel) reasonably
incurred by it. Notwithstanding any termination of this Agreement, in the event
there has been a Successful Remarketing, the obligations set forth in Section 4
hereof shall survive and remain in full force and effect until all amounts
payable under said Section 4 shall have been paid in full. In addition,
Sections 7, 8 and 11 hereof shall survive the termination of this Agreement or
the resignation or removal of a Remarketing Agent.


Section 13.

Notices.


                    All
statements, requests, notices and agreements hereunder shall be in writing,
and:


17







	
 

	
 

	
 


	
 

	
(a)

	
if to the
  Remarketing Agents, shall be delivered or
sent by mail, telex or facsimile
  transmission to 


	
 

	
 

	
 


	
 

	
 

	
Morgan
  Stanley & Co. Incorporated, 


	
 

	
 

	
 


	
 

	
 

	
1585
  Broadway, New York, NY, 10036, 


	
 

	
 

	
 


	
 

	
 

	
Attention:
  Serkan Savasoglu (Fax: 212-404-9481)


	
 

	
 

	
 


	
 

	
and

	
 


	
 

	
 

	
 


	
 

	
 

	
Citigroup
  Global Markets Inc.


	
 

	
 

	
 


	
 

	
 

	
388
  Greenwich Street


	
 

	
 

	
 


	
 

	
 

	
New York,
  New York 10013


	
 

	
 

	
 


	
 

	
 

	
Attention:
  Craig Stine (Fax: 646-274-5179)


	
 

	
 

	
 


	
 

	
(b)

	
if to the
  Company, shall be delivered or sent by mail,
telex or facsimile transmission
  to CIT Group Inc., 1
CIT Drive,
  Livingston, New Jersey 07039, Attention:
Treasurer and General Counsel
  (Fax: 973-740-5148); and 


	
 

	
 

	
 


	
 

	
(c)

	
if to the
  Purchase Contract Agent, shall be delivered
or sent by mail, telex or
  facsimile transmission to
The Bank of New York, 101 Barclay Street – 8W,
New
  York, NY 10286, Attention: Corporate Finance
Division (Tel: 212-815-5995,
  Fax: 212-815-5704).





                    Any
such statements, requests, notices or agreements shall take effect at the time
of receipt thereof.


Section 14.

Persons Entitled to Benefit of Agreement.


                    This
Agreement shall inure to the benefit of and be binding upon each party hereto
and its respective successors. This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons, except that (x) the
representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
Remarketing Agents and the person or persons, if any, who control the
Remarketing Agents within the meaning of Section 15 of the Securities Act and
(y) the indemnity agreement of the Remarketing Agents contained in Section 7 of
this Agreement shall be deemed to be for the benefit of the Company’s directors
and officers who sign the Registration Statement, if any, and any person
controlling the Company within the meaning of Section 15 of the Securities Act.
Nothing contained in this Agreement is intended or shall be construed to give
any person, other than the persons


18






referred to
herein, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.


Section 15.

Survival.


                    The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and the Remarketing Agents set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Remarketing Agents,
the Company or any of the indemnified persons referred to in Section 7 hereof,
and will survive delivery of the Remarketed Senior Notes. The provisions of
Sections 7 and 8 shall survive the termination and cancellation of this
Agreement.


Section 16.

Governing Law.


                    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE.


Section 17.

Judicial Proceedings.


                    Each
party hereto expressly accepts and irrevocably submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. Each party irrevocably waives, to the fullest
extent permitted by applicable law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.


Section 18.

Counterparts.


                    This
Agreement may be executed in one or more counterparts and, if executed in more
than one counterpart, the executed counterparts shall each be deemed to be an
original but all such counterparts shall together constitute one and the same
instrument.


19






Section 19.

Headings.


                    The
headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Agreement.


Section 20.

Severability.


                    If
any provision of this Agreement shall be held or deemed to be or shall, in
fact, be invalid, inoperative or unenforceable as applied in any particular
case in any or all jurisdictions because it conflicts with any provisions of
any constitution, statute, rule or public policy or for any other reason, then,
to the extent permitted by law, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in
any other case, circumstance or jurisdiction, or of rendering any other
provision or provisions of this Agreement invalid, inoperative or unenforceable
to any extent whatsoever.


Section 21.

Amendments.


                    This
Agreement may be amended by an instrument in writing signed by the parties
hereto. Each of the Company and the Purchase Contract Agent agrees that it will
not enter into, cause or permit any amendment or modification of the
Transaction Documents or any other instruments or agreements relating to the
Applicable Ownership Interests in Notes, the Notes or the Corporate Units that
would in any way adversely affect the rights, duties and obligations of the
Remarketing Agents, without the prior written consent of the Remarketing
Agents.


Section 22.

Successors and Assigns.


                    Except
in the case of a succession pursuant to the terms of the Purchase Contract and
Pledge Agreement, the rights and obligations of the Company hereunder may not
be assigned or delegated to any other Person without the prior written consent
of the Remarketing Agent. The rights and obligations of any of the Remarketing
Agents hereunder may not be assigned or delegated to any other Person (other
than an affiliate of such Remarketing Agent) without the prior written consent
of the Company.


                    If
the foregoing correctly sets forth the agreement by and between the Company,
the Remarketing Agents and the Purchase Contract Agent, please indicate your
acceptance in the space provided for that purpose below.


20






Section 23.

Rights of the Purchase Contract Agent.


                    Notwithstanding
any other provisions of this Agreement, the Purchase Contract Agent shall be
entitled to all the rights, protections and privileges granted to the Purchase
Contract Agent in the Purchase Contract and Pledge Agreement.


[SIGNATURES ON THE FOLLOWING PAGE]


21







	
 

	
 

	
 


	
 

	
Very truly
  yours,


	
 

	
 


	
 

	
CIT GROUP
  INC.


	
 

	
 


	
 

	
By:

	
 /s/ Glenn A. Votek


	
 

	
 

	



	
 

	
 

	
Name: Glenn A. Votek


	
 

	
 

	
Title: Executive Vice President and Treasurer





CONFIRMED AND
ACCEPTED:


MORGAN STANLEY
& CO. INCORPORATED,

as Remarketing Agent


	
 

	
 


	
By:

	
/s/ Serkan Sanasoglu


	
 

	



	
 

	
Name: Serkan Sanasoglu


	
 

	
Title: Executive Director





CITIGROUP
GLOBAL MARKETS INC.,

as Remarketing Agent


	
 

	
 


	
By:

	
/s/ Guy Seebohm


	
 

	



	
 

	
Name: Guy Seebohm


	
 

	
Title: Director 





THE BANK OF
NEW YORK,

not individually, but solely as Purchase Contract
Agent and as attorney-in-fact
for the Holders of
the Purchase Contracts


	
 

	
 


	
By:

	
 /s/ Larry O'Brien


	
 

	



	
 

	
Name: Larry O'Brien


	
 

	
Title: Vice President





22