exv4w1







Exhibit
4.1




EXECUTION COPY




AMENDMENT AGREEMENT




     THIS AMENDMENT AGREEMENT (this “Amendment”) is dated as of October 28, 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, BANK OF AMERICA, N.A., as successor Administrative
Agent (in such capacity, the “Successor Administrative Agent”) and Collateral Agent (in such
capacity, the “Successor Collateral 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 prior to giving effect to
this Amendment, the “Credit Agreement”, and after giving effect to this Amendment, the “Second
Amended and Restated Credit Agreement”), by and among Company, the subsidiaries of Company named
therein, the Lenders party thereto from time to time, 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 Second Amended and Restated Credit Agreement,
provided that (i) the term “Requisite Lenders” shall have the meaning set forth in the
Credit Agreement prior to giving effect to this Amendment and (ii) the term “Guarantors”, solely
for the purposes of this Amendment, shall exclude CIT Group Funding of Delaware LLC (“CIT
Funding”).



RECITALS




     WHEREAS, Barclays Bank PLC, as resigning Administrative Agent (in such capacity, the
“Resigning Administrative Agent”) and Collateral Agent (in such capacity, the “Resigning Collateral
Agent”), Barclays Capital Inc. (“Barclays Capital”), as resigning Syndication Agent, the Successor
Administrative Agent and Successor Collateral Agent, Company, the subsidiaries of Company party
thereto and the Requisite Lenders party thereto have executed and delivered the Resignation,
Waiver, Consent and Appointment Agreement, dated as of the date hereof (the “Agency Transfer
Agreement”) in the form attached as Exhibit A to this Amendment; and



     WHEREAS, the Credit Parties have requested that the Requisite Lenders agree to amend certain
provisions of the Credit Agreement and the other matters set forth herein, as provided for herein;
and



     WHEREAS, subject to certain conditions, the Requisite Lenders are willing to agree to such
amendments and the other matters set forth herein.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION I. PROVISIONS OF AMENDMENT AND ORDER OF EFFECTIVENESS




          The following provisions of this Amendment shall become effective in the following order
immediately subsequent to the Effective Time (as defined in the Agency




 









 







Transfer Agreement) and as of the date on which all the conditions precedent set forth in
Section II of this Amendment shall have been satisfied or waived in accordance with Section 10.5 of
the Credit Agreement (such date, the “Amendment Effective Date”), provided, that the
documents delivered pursuant to Section II of this Amendment contemplate the effectiveness of the
Agency Transfer Agreement and the provisions of Sections I(a) and (b) of this Amendment:




               (a) Waiver of Notice. The Requisite Lenders hereby waive any notice requirement
provided for under Section 5.1(k) of the Credit Agreement and Section 4.2 of the Collateral
Agreement with respect to the merger of CIT Holdings, LLC (“CIT Holdings”) into C.I.T. Leasing
Corporation (“CIT Leasing”) and agree that such merger shall be deemed effective as of the date
hereof.



               (b) Release of Certain Collateral and Grantor. The Requisite Lenders hereby
authorize and instruct the Successor Administrative Agent and the Successor Collateral Agent,
immediately subsequent to the actions taken in Section I(a) of this Amendment, to execute and
deliver (i) the Rescission and Termination of Security Interest, substantially in the form set
forth in Exhibit B to this Amendment, (A) whereby the Collateral Agent rescinds and
declares null and void ab initio the pledge of Capital Stock of CIT Financial (Alberta) ULC by CIT
Financial Ltd./Services Financiers CIT Ltee (“CIT Financial”), releases CIT Financial from its
obligations under the Collateral Agreement, and releases the liens granted by CIT Financial under
the Collateral Agreement and (B) whereby the Administrative Agent acknowledges that CIT Financial
shall be deemed not to be a Credit Party under the Credit Agreement or any other Credit Documents;
(ii) the Rescission and Termination of Security Interest, substantially in the form set forth in
Exhibit C to this Amendment, whereby the Collateral Agent rescinds and declares null and
void ab initio (A) a portion of the pledge by Capita Corporation of Capital Stock of Capita
International L.L.C. (“Capita”), and (B) the entire pledge by CIT Communications Finance
Corporation of 1% of the outstanding Capital Stock of Capita, such that, after giving effect to
such rescissions, 65% of the total outstanding Capital Stock of Capita is pledged by Capita
Corporation to Collateral Agent; (iii) the Rescission and Termination of Security Interest,
substantially in the form set forth in Exhibit D to this Amendment, whereby the Collateral
Agent rescinds and declares null and void ab initio a portion of the pledge by Capita Corporation
of Capital Stock of Arrendadora Capita Corporation, S.A. de C.V. (“Arrendadora”), such that,
after giving effect to such rescission, 44% of the total outstanding Capital Stock of Arrendadora
shall be pledged by Capita Corporation to Collateral Agent; and (iv) the Rescission and Termination
of Security Interest, substantially in the form set forth in Exhibit E to this Amendment,
whereby the Collateral Agent rescinds and declares null and void ab initio the pledge by CIT
Leasing of Capital Stock of CIT Holdings, provided that such rescission shall not take
effect prior to the merger between CIT Holdings and CIT Leasing in which CIT Leasing is the sole
surviving corporation.



               (c) Release of CIT Funding. (i) The Requisite Lenders hereby (A) release CIT
Funding from its obligations under the Collateral Documents (as defined in the Credit Agreement)
and release the liens granted by CIT Funding under the Collateral Documents (but, for the avoidance
of doubt, not its Guaranty) and (B) instruct the Collateral Agent to file any appropriate filings
terminating any UCC financing statements naming CIT Funding as Debtor in favor of the Collateral
Agent, and (ii) the Credit Parties, signatories



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hereto, expressly consent to and acknowledge the release of CIT Funding pursuant to this
Section I(c) and to CIT Funding not executing this Amendment Agreement.




               (d) Immediately subsequent to the actions taken in Section 1(b) and 1(c) of this Amendment,
the Requisite Lenders hereby (i) authorize and instruct the Successor Administrative Agent and the
Successor Collateral Agent to execute and deliver the Borrower Counterpart Agreement, in the form
set forth in Exhibit F, whereby CIT Leasing and The CIT Group/Equipment Financing, Inc.
(“CIT Equipment”) shall become Subsidiary Borrowers under the Credit Agreement and (ii) consent and
acknowledge that CIT Leasing and CIT Equipment shall become Subsidiary Borrowers under the Credit
Agreement.



               (e) Amendment and Restatement of Credit Agreement. Immediately subsequent to the
actions taken in Section I(d) of this Amendment, the Credit Agreement, including all exhibits and
schedules thereto, shall be amended and restated in the form attached as Exhibit G to this
Amendment.



               (f) Amendment and Restatement of Collateral Agreement. The Requisite Lenders hereby
authorize and instruct the Successor Collateral Agent, immediately subsequent to the actions taken
in Section I(e) of this Amendment, to execute and deliver the Second Amended and Restated
Collateral Agreement, including all exhibits and schedules thereto, substantially in the form set
forth in Exhibit H to this Amendment (the “Second Amended and Restated Collateral
Agreement”).



SECTION II. CONDITIONS TO EFFECTIVENESS




     This Amendment shall become effective upon the satisfaction of the following conditions
precedent, or waiver thereof in accordance with Section 10.5 of the Credit Agreement:



               (a) Credit Documents. The Successor Administrative Agent shall have received a duly
executed counterpart signature page of this Amendment by Company, each of Company’s subsidiaries
listed on the signature pages hereto, the Requisite Lenders, and Bank of America, N.A., as
Successor Administrative Agent and Successor Collateral Agent. The Successor Administrative Agent
shall have received one or more Joinder Agreements duly executed and delivered by each Person
allocated a Tranche 2A Term Loan Commitment (which in the aggregate with the Tranche 2A Term Loan
Commitments allocated to then existing Lenders shall be for an amount equal to the Tranche 2A Total
Commitment Amount) by which Joinder Agreements the Tranche 2A Term Loan Commitments of each such
Person shall be effected and each such Joinder Agreement shall also have been executed and
delivered by the Borrowers and Successor Administrative Agent, and each of which shall be recorded
in the Register.



               (b) Opinion of Counsel. Lenders, Banc of America Securities LLC and Citigroup
Global Markets Inc., as Joint Lead Arrangers, Bookrunners and Syndication Agents, and the Successor
Administrative Agent and the Successor Collateral Agent and their respective counsel shall have
received originally executed copies of the favorable written opinions of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for Credit Parties, and the favorable written opinions of each local
counsel for certain Credit Parties, set forth on Schedule 1 hereto,



3









 




each dated as of the Amendment Effective Date and in form and substance reasonably
satisfactory to the Requisite Lenders (it being understood that delivery of a duly executed
counterpart signature page of this Amendment by a Lender shall be deemed to constitute such
Lender’s satisfaction with the form and substance of such opinions) and the Successor
Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions
to Agents, Arrangers and Lenders).




               (c) Officer’s Certificate. The Successor Administrative Agent shall have received a
certificate from the Company certifying that, immediately after giving effect to this Amendment,
(x) no Default or Event of Default shall exist on the Amendment Effective Date; (y) the
representations and warranties contained in the Second Amended and Restated Credit Agreement and in
the other Credit Documents shall be true and correct in all material respects (except such
representations and warranties that by their terms are qualified by materiality or a Material
Adverse Effect, which representations and warranties shall be true and correct in all respects) on
and as of the Amendment Effective Date to the same extent as though made on and as of the Amendment
Effective Date (or to the extent such representations and warranties specifically relate to an
earlier date on and as of such earlier date); and (z) since the Closing Date, the Organizational
Documents, signature and incumbency certificates and resolutions delivered pursuant to Section 3.1
of the Credit Agreement have not been amended, rescinded or otherwise supplemented or modified,
except as set forth in (i) the supplemental signature and incumbency certificates, copies of which
have been delivered to the Successor Administrative Agent on or prior to the date hereof, (ii) the
amendment of certain Organizational Documents of the Company and certain of its Restricted
Subsidiaries, as certified by the secretary, assistant secretary or director of such Credit Party
and copies of which have been delivered to the Successor Administrative Agent on or prior to the
date hereof, and (iii) the additional resolutions passed by each Credit Party, as certified by the
secretary, assistant secretary or director of such Credit Party and copies of which have been
delivered to the Successor Administrative Agent on or prior to the date hereof.



               (d) Documentation Deliverables. The Successor Administrative Agent shall have
received (i) copies of each Organizational Document of each Credit Party, as applicable, and, to
the extent applicable, certified as of a recent date by the appropriate governmental official; (ii)
signature and incumbency certificates of the officers of such Person executing this Amendment, the
Second Amended and Restated Collateral Agreement and the Agency Transfer Agreement (the
“Executed Agreements”); (iii) resolutions of the Board of Directors or similar governing
body of each Credit Party approving and authorizing the execution and delivery of this Amendment
and the other Executed Agreements to which it is a party and performance hereof and thereof and of
the Second Amended and Restated Credit Agreement and of the transactions contemplated hereby and
thereby, certified as of the Amendment Effective Date by its secretary or an assistant secretary as
being in full force and effect without modification or amendment; (iv) as set forth in Schedule 4.1
of the Second Amended and Restated Credit Agreement, a good standing certificate from the
applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation,
organization or formation, each dated a recent date prior to the Amendment Effective Date; and (v)
evidence that (A) the UCC and other financing statements and registrations listed in Sections I.A
and I.L of Schedule 2 hereto have been filed or, to the extent indicated therein, a copy of the
form thereof delivered to the Successor Collateral Agent to be filed by the applicable Credit Party



4









 




promptly following the Amendment Effective Date, (B) the mortgages, registrations, filings,
notices and agreements listed in Sections I.B, I.C, I.D, I.H, I.J and I.M of Schedule 2 hereto
have been filed, (C) copies of the assignment agreements, notice and other agreements listed in
Section I.E, I.F, I.G and I.N of Schedule 2 hereto, and to the extent signatures of Credit Parties
are required for such documents, copies of such signatures, have been delivered to the Successor
Collateral Agent and such documents shall be filed by the applicable Credit Party promptly
following the Amendment Effective Date, (D) copies of the forms and notices listed in Sections I.I
and I.K of Schedule 2 hereto have been delivered to the Successor Collateral Agent to be filed by
the applicable Credit Party promptly following the Amendment Effective Date, and (E) the searches
listed in Section II of Schedule 2 hereto have been completed.




               (e) Expenses. Substantially simultaneously with the effectiveness of this
Amendment, the Company shall have paid to Barclays Bank PLC and Bank of America, N.A., in their
respective capacities as Resigning Administrative Agent and Resigning Collateral Agent and
Successor Administrative Agent and Successor Collateral Agent, and each Steering Lender all of the
outstanding costs and expenses (including the fees, expenses and disbursements of counsel and other
advisors) referred to in Section 10.2 of the Second Amended and Restated Credit Agreement for which
it has been invoiced at least one Business Day prior to the Amendment Effective Date (which may
include amounts constituting reasonable estimates of fees and expenses of counsel and other
advisors incurred or to be incurred in connection with this Amendment, the exhibits hereto, the
Tranche 2 Term Loan Facility and/or the Approved Restructuring Plan; provided, that no such
estimate shall thereafter preclude a final settling of account as to such fees and expenses).



               (f) Initial Yield Payment. The applicable Borrowers shall have made, or shall
substantially concurrently make, to each Lender an initial yield payment in an amount equal to two
and one half percent (2.50%) of its Tranche 2A Term Loan Commitment.



               (g) Fees. Banc of America Securities LLC and Citigroup Global Markets Inc. shall
have received, or shall substantially concurrently receive, all fees and expenses payable to them
prior to the effectiveness of this Amendment pursuant to fee agreements with the Company and
certain of its subsidiaries.



               (h) Agency Transfer Agreement. The Agency Transfer Agreement shall have been
executed and delivered by the Resigning Administrative Agent and Resigning Collateral Agent,
Barclays Capital, the Successor Administrative Agent and Successor Collateral Agent, Company, the
subsidiaries of Company party thereto and the Requisite Lenders, and the Effective Time (as defined
in the Agency Transfer Agreement) shall have occurred.



     Upon satisfaction or waiver of such conditions, each Person holding Tranche 2A Term Loan
Commitments that is not then a Lender shall become a Lender under the Second Amended and Restated
Credit Agreement with respect to its Tranche 2A Term Loan Commitment and the Tranche 2 Term Loans
to be made by it pursuant thereto.



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SECTION III. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders, the Successor Administrative Agent and the Successor Collateral
Agent to enter into this Amendment, to amend and restate the Credit Agreement and to authorize the
amendment and restatement of the Collateral Agreement and the other matters set forth herein, in
each case in the manner provided herein, each Credit Party which is a party hereto represents and
warrants to each Lender, the Successor Administrative Agent and the Successor Collateral Agent
that, both before and immediately after giving effect to this Amendment, the following statements
are true and correct in all material respects (except such statements that by their terms are
qualified by materiality or a Material Adverse Effect, which statements shall be true and correct
in all respects):



     A. Corporate Power and Authority. Such Credit Party has all requisite power and authority
to enter into this Amendment and the other Executed Agreements to which it is a party, and to carry
out the transactions contemplated by, and perform its obligations under, this Amendment, the Second
Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the
Agency Transfer Agreement and the other Credit Documents.



     B. Authorization. The execution and delivery by such Credit Party of this Amendment and
the other Executed Agreements to which it is a party and the performance by such Credit Party of
its obligations under this Amendment, the Second Amended and Restated Credit Agreement, the Second
Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit
Documents have been duly authorized by all necessary action on the part of such Credit Party.



     C. No Conflict. The execution and delivery by such Credit Party of this Amendment and the
other Executed Agreements to which it is a party, and the performance by such Credit Party of its
obligations under this Amendment, the Second Amended and Restated Credit Agreement, the Second
Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit
Documents do not and will not (a) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Restricted Subsidiaries, any of the Organizational
Documents of Company or any of its Restricted Subsidiaries, or any order, judgment or decree of any
court or other agency of government binding on Company or any of its Restricted Subsidiaries, (b)
conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of Company or any of its Restricted Subsidiaries, (c)
result in or require the creation or imposition of any Lien upon any of the properties or assets of
Company or any of its Restricted Subsidiaries (other than any Liens permitted under the Second
Amended and Restated Credit Agreement or created under any of the Credit Documents in favor of
Collateral Agent, on behalf of Secured Parties), (d) except to the extent it could not reasonably
be expected to have a Material Adverse Effect, result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval
applicable to its operations or any of its properties or (e) require any approval of its
stockholders, members or partners or (f) except to the extent it could not reasonably be expected
to have a Material Adverse Effect, require any approval or consent of any Person under any
Contractual Obligation



6









 







of Company or any of its Restricted Subsidiaries, except for such approvals or consents which
will be obtained on or before the Amendment Effective Date and disclosed in writing to Lenders.



     D. Governmental Consents. The execution and delivery by such Credit Party of this
Amendment and the other Executed Agreements to which it is a party and the performance by each
Credit Party of this Amendment, the Second Amended and Restated Credit Agreement, the Second
Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit
Documents do not and will not require any registration with, consent or approval of, or notice to,
or other action to, with or by, any Governmental Authority, except for filings and recordings with
respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or
recordation (i) as set forth on Schedule 2 hereto or (ii) pursuant to Section 5.19 of the Second
Amended and Restated Credit Agreement. The filings and recordations listed in Section I of
Schedule 2 hereto include all of the UCC financing statements required to be filed under the Credit
Agreement and all of the filings and recordations required to be made pursuant to the Post-Closing
Collateral Procedures under the Credit Agreement. The filings and recordations listed in Section I
of Schedule 2 hereto comprise all filings and recordations required to be made pursuant to this
Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated
Collateral Agreement, the Agency Transfer Agreement and the other Credit Documents in connection
with the resignation of the Resigning Administrative Agent and Resigning Collateral Agent and the
appointment of the Successor Administrative Agent and Successor Collateral Agent.



     E. Binding Obligation. Each of this Amendment, the Second Amended and Restated Collateral
Agreement and the Agency Transfer Agreement has been duly executed and delivered by each Credit
Party that is a party thereto and each of this Amendment, the Second Amended and Restated Credit
Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer Agreement and
each other Credit Document to which such Credit Party is a party is the legally valid and binding
obligation of such Credit Party, enforceable against such Credit Party in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability (whether enforcement is sought in equity or at law).



SECTION IV. ACKNOWLEDGMENT AND CONSENT




     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Second
Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement and
this Amendment and consents to the amendment and restatement of the Credit Agreement, the
Collateral Agreement and all other agreements (including Lien and Guarantor releases) effected
pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it
is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents
the payment and performance of all Obligations under each of the Credit Documents to which is a
party (including all Obligations in respect of Tranche 2A Term Loan Commitments and Tranche 2 Term
Loans).



7









 





     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment, the establishment of the Tranche 2 Term Loan Facility, the
effectiveness of the Tranche 2A Term Loan Commitments or any Credit Extensions made in respect
thereof, including Tranche 2 Term Loans.



     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the
Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any
other Credit Document shall be deemed to require the consent of such Guarantor to any future
amendments to the Credit Agreement or the Collateral Agreement.



SECTION V. MISCELLANEOUS




     A. Reference to and Effect on the Credit Agreement, the Collateral Agreement and the Other
Credit Documents.




     (i) On and after the Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Credit
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Second
Amended and Restated Credit Agreement.




     (ii) On and after the Amendment Effective Date, each reference in the
Collateral Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words
of like import referring to the Collateral Agreement, and each reference in the
other Credit Documents to the “Collateral Agreement”, “thereunder”, “thereof” or
words of like import referring to the Collateral Agreement shall mean and be a
reference to the Second Amended and Restated Collateral Agreement.




     (iii) Except as specifically amended by this Amendment, the Credit
Agreement, the Collateral Agreement and the other Credit Documents shall remain in
full force and effect and are hereby ratified and confirmed.




     (iv) Except as expressly provided in Section I(b), the execution, delivery
and performance of this Amendment shall not constitute a waiver of any provision of,
or operate as a waiver of any right, power or remedy of any Agent or Lender under,
the Credit Agreement, the Second Amended and Restated Credit Agreement, the
Collateral Agreement, the Second Amended and Restated Collateral Agreement or any of
the other Credit Documents.



     B. Return of Certain Notes. Upon request of CIT Group Funding Company of Delaware LLC,
Successor Collateral Agent is authorized to return to CIT Group Funding Company of Delaware LLC
possession of the following notes inadvertently delivered to the Resigning Collateral Agent prior
to the date hereof: (1) Floating Rate Promissory Note



8









 




(Reference Number: PN 2005-1), dated July 5, 2005, issued by CIT Financial Ltd. to CIT Group
Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC), (2) Floating Rate
Promissory Note (Reference Number: PN 2005-2), dated July 5, 2005, issued by CIT Financial Ltd. to
CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC), (3) Fixed
Rate Promissory Note (Reference Number: PN 2005-3), dated July 5, 2005, issued by CIT Financial
Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC), (4)
Floating Rate Promissory Note (Reference Number: PN 2006-1), dated November 1, 2006, issued by CIT
Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware
LLC) and (5) Floating Rate Promissory Note (Reference Number: PN 2006-2), dated November 1, 2006,
issued by CIT Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding
Company of Delaware LLC).




     C. Headings. Section and Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK.



     E. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.



     F. Binding Effect. The execution and delivery of this Amendment by any Lender shall be
binding upon each of its successors and assigns (including assignees of its Loans in whole or in
part prior to the effectiveness hereof).



     G. Filings, etc. To the extent not filed on or prior to the Amendment Effective Date, the
Company shall file, or cause to be filed, promptly following the Amendment Effective Date, the UCC
and other financing statements, registrations, assignment agreements, notices, forms and other
agreements referred to in clauses (A), (C) and (D) of Section II(d)(v) of this Amendment. To the
extent not delivered to the Successor Administrative Agent on or prior to the Amendment Effective
Date, the Company shall deliver, or cause to be delivered, to the Successor Administrative Agent
promptly following the Amendment Effective Date copies of the insurance certificates described in
Section III of Schedule 2 hereto.



[Remainder of this page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	Borrowers:





CIT GROUP INC.

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman &

Chief Financial Officer 	 
	 
	 	CIT CAPITAL USA INC.

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman &

Chief Financial Officer 	 
	 
	 	CIT HEALTHCARE LLC

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman 	 
	 
	 	CIT LENDING SERVICES CORPORATION

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman &

Chief Financial Officer 	 
	 
	 	CIT LENDING SERVICES CORPORATION 
     (ILLINOIS)

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman &

Chief Financial Officer 	 



Signature Page to Amendment Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE CIT GROUP/COMMERCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman &

Chief Financial Officer 	 
	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman 	 



Signature Page to Amendment Agreement


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CIT GROUP INC, as Guarantor

 	 
	 	By:  	/s/ Joseph M. Leone
 	 
	 	 	Name:  	Joseph M. Leone 	 
	 	 	Title:  	Vice Chairman &

Chief Financial Officer 	 




Signature Page to Amendment Agreement


 











 





	 	 	 	 	 
	 	Subsidiary Guarantors:





BAFFIN SHIPPING CO., INC.

C.I.T. LEASING CORPORATION

CAPITA COLOMBIA HOLDINGS CORP.

CAPITA CORPORATION

CAPITA INTERNATIONAL L.L.C.

CAPITA PREMIUM CORPORATION

CIT CAPITAL USA INC.

CIT CHINA 12, INC.

CIT CHINA 13, INC.

CIT CHINA 2, INC.

CIT CHINA 3, INC.

CIT COMMUNICATIONS FINANCE CORPORATION

CIT CREDIT FINANCE CORP.

CIT CREDIT GROUP USA INC.

CIT FINANCIAL LTD. OF PUERTO RICO

CIT FINANCIAL USA, INC.

CIT GROUP (NJ) LLC

CIT GROUP SF HOLDING CO., INC.

CIT HEALTHCARE LLC

CIT HOLDINGS, LLC

CIT LENDING SERVICES CORPORATION

CIT LENDING SERVICES CORPORATION (ILLINOIS)

CIT LOAN CORPORATION (F/K/A

     THE CIT GROUP/CONSUMER FINANCE, INC.)

CIT REALTY LLC

CIT TECHNOLOGIES CORPORATION

CIT TECHNOLOGY FINANCING SERVICES, INC.

EDUCATION LOAN SERVICING CORPORATION

GFSC AIRCRAFT ACQUISITION FINANCING CORPORATION

HUDSON SHIPPING CO., INC.

NAMEKEEPERS LLC

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Signature Page to Amendment Agreement





 









 





	 	 	 	 	 
	 	OWNER-OPERATOR FINANCE COMPANY

STUDENT LOAN XPRESS, INC.

THE CIT GROUP/BC SECURITIES INVESTMENT, INC.

THE CIT GROUP/BUSINESS CREDIT, INC.

THE CIT GROUP/CAPITAL FINANCE, INC.

THE CIT GROUP/CAPITAL TRANSPORTATION, INC.

THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)

THE CIT GROUP/CORPORATE AVIATION, INC.

THE CIT GROUP/EQUIPMENT FINANCING, INC.

THE CIT GROUP/EQUITY INVESTMENTS, INC.

THE CIT GROUP/FACTORING ONE, INC.

THE CIT GROUP/FM SECURITIES INVESTMENT, INC.

THE CIT GROUP/LSC SECURITIES INVESTMENT, INC.

THE CIT GROUP/SECURITIES INVESTMENT, INC.

THE CIT GROUP/VENTURE CAPITAL, INC.

WESTERN STAR FINANCE, INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



Signature Page to Amendment Agreement





 









 





	 	 	 	 	 
	 	THE CIT GROUP/CONSUMER FINANCE, INC. (NY)



THE CIT GROUP/CONSUMER FINANCE, INC. (TN)

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	FRANCHISE PORTFOLIO 1, INC.

FRANCHISE PORTFOLIO 2, INC.

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	CIT REAL ESTATE HOLDING CORPORATION

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 
	 	EQUIPMENT ACCEPTANCE CORPORATION

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



Signature Page to Amendment Agreement





 









 





	 	 	 	 	 
	 	Other Subsidiaries:



CIT HOLDINGS CANADA ULC

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



Signature Page to Amendment Agreement





 









 





	 	 	 	 	 
	 	CIT FINANCIAL (BARBADOS) SRL

 	 
	 	By:  	/s/ Steven Blazevic
 	 
	 	 	Name:  	Steven Blazevic 	 
	 	 	Title:  	Manager 	 
	 



Signature Page to Amendment Agreement




 









 





	 	 	 	 	 
	 	Other Subsidiaries:



CIT HOLDINGS CANADA ULC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT FINANCIAL (BARBADOS) SRL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT GROUP HOLDINGS (UK) LIMITED

 	 
	 	By:  	/s/  CORMAC COSTELLOE
 	 
	 	 	Name:  	CORMAC COSTELLOE 	 
	 	 	Title:  	DIRECTOR 	 
	 
	 	CIT HOLDINGS NO. 2 (IRELAND)

 	 
	 	By:  	/s/ CORMAC COSTELLOE
 	 
	 	 	Name:  	CORMAC COSTELLOE 	 
	 	 	Title:  	DIRECTOR 	 
	 
	 	CIT FINANCIAL LTD./SERVICES FINANCIERS CIT LTEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	CIT FINANCIAL LTD./SERVICES FINANCIERS
     CIT LTEE 

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



Signature Page to Amendment Agreement




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Successor Administrative Agent and Successor

Collateral Agent

 	 
	 	By:  	/s/ Charles D. Graber
 	 
	 	 	Name:  	Charles D. Graber 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	[see lenders below],

as Lender

 	 
	 	By:  	AllianceBernstein L.P., as manager
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Michael E. Sohr
 	 
	 	 	Name:  	MICHAEL E. SOHR 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 


AllianceBernstein Diversified Yield Fund



AllianceBernstein Global Bond Fund



AllianceBernstein Income Fund Inc.



AllianceBernstein Bond Fund — Intermediate Bond Portfolio



AllianceBernstein US High Yield Collective Trust



AllianceBernstein Pooling Portfolios — High Yield



AXA Equitable Life Insurance Company



Sanford C. Bernstein Funds, Inc. — Intermediate Duration Portfolio



Sanford C. Bernstein Funds, Inc. II — Intermediate Duration Institutional Portfolio



AllianceBernstein Global High Income Fund



AllianceBernstein High Income Fund



AllianceBernstein Institutional Investments — High-Yield Loan Portfolio (JPY)



Indiana State Teachers’ Retirement Fund



Municipal Fire & Police Retirement System of Iowa



The Noranda Pension Funds Trust — Bond Fund



Oregon State Treasury



Pension Fund of the Christian Church (Disciples of Christ), Inc.



AllianceBernstein Institutional Investments — Senior Loan Portfolio



AllianceBernstein Core Plus Advanced Bond Fund



Halifax Regional Municipality Master Trust




[Signature page to Amendment Agreement]





 












 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA 
as Lender

 	 
	 	By:  	/s/ Suzanne Kaicher
 	 
	 	 	Name:  	Suzanne Kaicher 	 
	 	 	Title:  	Attorney - In - Fact

Royal Bank Of Canada 	 
	 



[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	AFC INVESTORS TRUST,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its
individual capacity, but solely as owner trustee under the Trust
Agreement dated December 4, 2008	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil	 	 
	 

	 	 	 	 

Name: Joseph B. Feil
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	BFC INVESTORS TRUST,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its
individual capacity, but solely as owner trustee under the Trust
Agreement dated December 4, 2008	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil	 	 
	 

	 	 	 	 

Name: Joseph B. Feil
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	CFC INVESTORS TRUST,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its
individual capacity, but solely as owner trustee under the Trust
Agreement dated December 11, 2008	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil	 	 
	 

	 	 	 	 

Name: Joseph B. Feil
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature page to Amendment Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	EFC INVESTORS TRUST,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its
individual capacity, but solely as owner trustee under the Trust
Agreement dated December 4, 2008	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil	 	 
	 

	 	 	 	 

Name: Joseph B. Feil
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	FFC INVESTORS TRUST,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its
individual capacity, but solely as owner trustee under the Trust
Agreement dated January 9, 2009	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil	 	 
	 

	 	 	 	 

Name: Joseph B. Feil
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature page to Amendment Agreement]





 











 





	 	 	 	 	 
	 	 	MFC INVESTORS TRUST,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its individual capacity, but solely as
owner trustee under the Trust Agreement dated May 8, 2009
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph B. Feil
	 

	 	 	 	Title: Vice President






[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 
	 	 	Bank of America, N.A.,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kendra Neigoot
	 

	 	 	 	 
	 

	 	 	 	Name: Kendra Neigoot
	 

	 	 	 	Title: Vice President






[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 
	 	 	Restoration Special Opportunities Ltd,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Pamela M. Lawrence
	 

	 	 	 	 
	 

	 	 	 	Name: Pamela M. Lawrence
	 

	 	 	 	Title: Director






[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	Capital Guardian Trust Company, for and on behalf of the following Lenders:
	 
	 	 	 	 	 	 
	 	 	STATE OF ALASKA PERMANENT FUND CAPITAL GUARDIAN GLOBAL HIGH-INCOME OPPORTUNITIES FUND
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark E. Brubaker
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Mark E. Brubaker
	 

	 	 	 	 	 	Title: Senior Vice President






[Signature page to Amendment Agreement]





 












 





Capital Research and Management Company, for and on behalf of the following

Lenders:




AMERICAN HIGH-INCOME TRUST 
THE BOND FUND OF AMERICA, INC.
 THE INCOME
FUND OF AMERICA, INC.
 AMERICAN FUNDS INSURANCE SERIES,
ASSET ALLOCATION FUND
 AMERICAN FUNDS INSURANCE SERIES,

BOND FUND
 AMERICAN FUNDS INSURANCE SERIES,

GLOBAL BOND FUND
 AMERICAN FUNDS INSURANCE SERIES,

HIGH-INCOME BOND FUND
 CAPITAL WORLD BOND FUND, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                                 /s/ Abner Goldstine
 	 
	 	 	Name:  	Abner Goldstine  	 
	 	 	Title:  	Senior Vice President 	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	Hayman Capital Master Fund, LP
 as Lender

 	 
	 	By:  	Hayman Advisors, LP
 	 
	 	 	 	 
	 	By:  	                                  /s/ Debby LaMoy
 	 
	 	 	Name:  	Debby LaMoy 	 
	 	 	Title:  	Chief Operating Officer 	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	Luxor Capital LLC
 as Lender

 	 
	 	By:  	Luxor Capital Group, LP Investment Manager
 	 
	 
	 	By:  	                    /s/  Norris Nissim
 	 
	 	 	Name:  	Norris Nissim  	 
	 	 	Title:  	General Counsel 	 



[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 
	 	Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund,
 as Lender

 	 
	 	By:  	 	 
	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 



[Signature page to Amendment Agreement]




 









 











	 	 	 	 	 
	 	Fidelity Summer Street Trust: Fidelity Capital & Income Fund,
 as Lender

 	 
	 	By:  	 	 
	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	Fidelity School Street Trust: Fidelity Strategic Income Fund,
 as Lender

 	 
	 	By:  	 	 
	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 




[Signature page to Amendment Agreement]




 











 





	 	 	 	 	 
	 	

Fidelity Canadian Asset Allocation Fund,
 For: Fidelity Investments
Canada, Limited,
 as Trustee of Fidelity Canadian Asset Allocation Fund,
 as
Lender



By: 

 	 
	 	By:  	/s/  Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 





[Signature page to Amendment Agreement]





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Variable Insurance Products Fund V:
 Strategic Income Portfolio,
 as
Lender



By:

 	 
	 	By:  	/s/  Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 



[Signature page to Amendment Agreement]





 









 








	 	 	 	 	 
	 	Fidelity Canadian Balanced Fund, For: Fidelity
 Investments Canada,
Limited, as Trustee of 
Fidelity Canadian Balanced Fund,
 as Lender



By:

 	 
	 	By:  	/s/  Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian  	 
	 	 	Title:  	Deputy Treasurer 	 



[Signature page to Amendment Agreement]





 









 








	 	 	 	 	 
	 	Fidelity American High Yield Fund, For: Fidelity Investments
Canada, Limited, as Trustee of 
Fidelity American High Yield Fund,
 as
Lender



By:

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 



[Signature page to Amendment Agreement]






 











 





	 	 	 	 	 
	 	Fidelity Puritan Trust: Fidelity Puritan
Fund, 
 as Lender

 	 
	 	By:  	 	 
	 	 	 
	 	By:  	                                                           /s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 



[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 
	 	IG Investment Management Ltd., as trustee

for IG FI Canadian Allocation Fund, By:

Pyramis Global Advisors as Authorized

Signatory,

as Lender

 	 
	 	By:  	 	 
	 	 	 
	 	By:  	                                                       /s/ Lynn M. Farrand
 	 
	 	 	Name:  	Lynn M. Farrand 	 
	 	 	Title:  	Director 	 



[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 
	 	Illinois Municipal Retirement Fund, By: 

Pyramis Global Advisors Trust Company, as 

Investment Manager under Power of Attorney, 

as Lender

 	 
	 	By:  	 	 
	 	 	 
	 	By:  	 /s/ Lynn M. Farrand
 	 
	 	 	Name:  	Lynn M. Farrand 	 
	 	 	Title:  	Director 	 



[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 
	 	[LENDER],

as Lender Barclays Bank PLC

 	 
	 	By:  	[         ]
 	 
	 	 	 
	 	By:  	/s/
Steve Stancarone
 	 
	 	 	Name:  	Steve Stancarone 	 
	 	 	Title:  	AVP 	 



[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 
	 	Abrams Capital Partners I, L.P., as Lender 

By: Pamet Capital Management, LP, its 

investment adviser 

By: Pamet Capital Management, LLC,

 	 
	 	By:  	/s/ David Abrams
 	 
	 	 	Name:  	David Abrams 	 
	 	 	Title:  	Managing Member 	 
	 
	 	Abrams Capital Partners II, L.P., as Lender 

By: Pamet Capital Management, LP, its 

investment adviser 

By: Pamet Capital Management, LLC,

 	 
	 	By:  	/s/ David Abrams
 	 
	 	 	Name: David Abrams 	 
	 	 	Title:  	Managing Member 	 
	 
	 	Whitecrest Partners, L.P., as Lender

By: Pamet Capital Management, LP, its 

investment adviser 

By: Pamet Capital Management, LLC,	 
	 	 	 
	 	By:  	                   /s/ David Abrams
 	 
	 	 	Name:  	David Abrams 	 
	 	 	Title:  	Managing Member 	 



[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 
	 	Great Hollow International, L.P., as Lender 

By: Pamet Capital Management, LP, its 

investment adviser 

By: Pamet Capital Management, LLC,

 	 
	 	By:  	/s/ David Abrams
 	 
	 	 	Name:  	David Abrams 	 
	 	 	Title:  	Managing Member 	 
	 
	 	Riva Capital Partners II, L.P., as Lender 

By: Abrams Capital Management, LP, its 

investment adviser 

By: Abrams Capital Management, LLC,

 	 
	 	By:  	/s/ David Abrams
 	 
	 	 	Name:  	David Abrams 	 
	 	 	Title:  	Managing Member 	 



[Signature page to Amendment Agreement]





 











 





	 	 	 	 	 
	 	BLT 32 LLC

as Lender

 	 
	 	By:  	/s/ Gil Golan
 	 
	 	 	Name:      Gil Golan 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 	 	 
	 	 	Morgan Stanley Senior Funding, Inc.,

as Lender	 	 
	 
	 

	 	By:
	 	/s/ [Illegible]	 	 
	 

	 	 	 	 

Name: [Illegible]
	 	 
	 

	 	 	 	Title:	 	 






[Signature page to Amendment Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	LOOMIS SAYLES US HIGH YIELD BOND TRUST,

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Please See Following Page	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature page to Amendment Agreement]





 









 











	 	 	 	 	 	 	 
	 

	 	 	 	LOOMIS SAYLES US HIGH YIELD BOND TRUST,

As Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis Sayles Trust Company, LLC,

Its Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William Wright	 	 
	 

	 	 	 	 

Name: William Wright
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	VOUGHT AIRCRAFT INDUSTRIES INC.

MASTER DEFINED BENEFIT TRUST,* 

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Please See Following Page	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 



*  solely with respect to $1,210,000.00 par value of the total position in the Vought Aircraft
Industries Inc. Master Defined Benefit Trust and does not consent with respect to its remaining
position as of this date.



[Signature page to Amendment Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	VOUGHT AIRCRAFT INDUSTRIES INC.

MASTER DEFINED BENEFIT TRUST,

As Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P., Its Investment Adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis Sayles & Company, Incorporated, Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William Wright	 	 
	 

	 	 	 	 

Name: William Wright

Title: Vice President
	 	 











 









 











	 	 	 	 	 	 	 
	 	 	LOOMIS SAYLES

MULTI-STRATEGY MASTER ALPHA, LTD.,*

As Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.,

 Its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Incorporated,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Please See Following Page
 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 




*   solely with respect to $1,530,000.00 par value of the total position in the Loomis Sayles
Multi-Strategy Master Alpha, Ltd., and does not consent with respect to its remaining
position as of this date.




[Signature page to Amendment Agreement]





 









 








	 	 	 	 	 	 	 
	 

	 	 	 	Loomis Sayles Multi-Strategy Master Alpha, Ltd.,

As Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.,

 Its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company,
Incorporated,
 Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Kearns	 	 
	 

	 	 	 	 

Name: Kevin Kearns
	 	 
	 

	 	 	 	Title: Vice President	 	 






 








 





LOOMIS SAYLES CREDIT ASSET TRUST,*

As Lender




By: Loomis Sayles Trust Company, LLC,

As Trustee of Loomis Sayles Credit Asset Trust





	 	 	 	 	 
	 	as Lender 

By:

 	 
	 	By:  	 Please See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	*	 	solely with respect to $2,430,000.00 par value of the total position in the Loomis Sayles Credit
Asset Trust and does not consent with respect to its remaining position as of this date.





[Signature page to Amendment Agreement]





 









 








LOOMIS SAYLES CREDIT ASSET TRUST,




By: Loomis Sayles Trust Company, LLC,

as Trustee of Loomis Sayles Credit Asset Trust





	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Lauren B. Pitalis
 	 
	 	 	Name:  	Lauren B. Pitalis  	 
	 	 	Title:  	Vice President 	 
	 




 









 





BAUPOST GROUP SECURITIES, L.L.C., 

as Lender




By: The Baupost Group, L.L.C., its manager




	 	 	 	 	 
	 	 	 
	 	By:  	                                 /s/ Brian Spector
 	 
	 	 	Name:  	Brian Spector 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	Paulson Credit Opportunities Master Ltd.



[LENDER],

as Lender

 	 
	 	By:  	[                    ]
 	 
	 	 	 
	 	By:  	                 /s/ Stuart Merzer
 	 
	 	 	Name:  	Stuart Merzer 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	CCP Credit Acquisition Holdings, LLC

as Lender

 	 
	 	By:  	/s/ Jed A. Hart
 	 
	 	 	Name:  	JED A. HART 	 
	 	 	Title:  	SENIOR MANAGING DIRECTOR 	 
	 



[Signature page to Amendment Agreement]





 











 





	 	 	 	 	 
	 	Centerbridge Special Credit Partners, L.P.

as Lender

 	 
	 	By:  	/s/ JED A. HART
 	 
	 	 	Name:  	JED A. HART 	 
	 	 	Title:  	SENIOR MANAGING DIRECTOR 	 
	 



[Signature page to Amendment Agreement]




 









 








	 	 	 	 	 
	 	SPCP Group III LLC, 

as Lender

 	 
	 	By:  	/s/ David Steinmetz
 	 
	 	 	Name:  	David Steinmetz 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	SPCP Group, LLC, 

as Lender

 	 
	 	By:  	/s/  David Steinmetz
 	 
	 	 	Name:  	David Steinmetz 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	KING STREET CAPITAL, L.P.,

as Lender




By: King Street Capital Management, L.P. 

       Its Investment Manager



By: King Street Capital Management GP, L.L.C.

       Its General Partner 



	 
	 	By:  	/s/ Jay Ryan
 	 
	 	 	Name:  	Jay Ryan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	TIC809, L.L.C., 

as Lender



By: King Street Capital Management, L.P. 

      Its Manager



By: King Street Capital Management GP, L.L.C.

      Its General Partner      

 	 
	 	By:  	/s/ Jay Ryan
 	 
	 	 	Name:  	Jay Ryan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	Oaktree High Yield Plus CITF Ltd.,

as Lender



By:    Oaktree Fund GP, LLC 

Its:     Sole Director




By:    Oaktree Fund GP I, L.P. 

Its:     Managing Member

 	 
	 	By:  	/s/ Richard Ting
 	 
	 	 	Name:  	Richard Ting 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	By:  	/s/ Jay Ghiya
 	 
	 	 	Name:  	Jay Ghiya	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	 	Oaktree Opps CITF Ltd.,

as Lender



By:   Oaktree Capital Management, L.P. 

Its:   Sole Director

 	 
	 	By:  	/s/ Kenneth Liang
 	 
	 	 	Name:  	Kenneth Liang 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Jay Ghiya
 	 
	 	 	Name:  	Jay Ghiya 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	SOF 
By:   	 Investments, L.P.

 Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Arthur Y.D. Ong  	 
	 	 	Executive Vice President	 
	 



[Signature page to Amendment Agreement]





 









 





	 	 	 	 	 
	MSD 
By:    	 Value Investments, L.P.

 Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Arthur Y.D. Ong  	 
	 	 	Executive Vice President	 
	 



[Signature page to Amendment Agreement]





 









 








	 	 	 	 	 
	SOF 
By:  	 Investments, L.P.

Pacific Investment
Management Company 
LLC, as its
Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Arthur Y.D. Ong  	 
	 	 	Executive Vice President	 
	 




 









 








	 	 	 	 	 
	MSD 
By: 	Value Investments, L.P.

Pacific Investment Management Company 

LLC, as its Investment Advisor

 	 
	 	By:  	/s/ Arthur Y.D. Ong
 	 
	 	 	Arthur Y.D. Ong  	 
	 	 	Executive Vice President	 
	 




 











 





SCHEDULE 1



Local Counsel




	 	 	 	 	 
	Jurisdiction	 	Counsel	 	Credit Party
	Domestic:
	 	 	 	 
	Massachusetts

	 	Edwards Angell Palmer & Dodge LLP
	 	CIT Technology Financing Services, Inc.
	New Jersey

	 	Edwards Angell Palmer & Dodge LLP
	 	The CIT Group/BC Securities Investment, Inc.
	 

	 	 	 	The CIT Group/CmS Securities Investment, Inc.
	 

	 	 	 	The CIT Group/Equity Investments, Inc.
	 

	 	 	 	The CIT Group/FM Securities Investment, Inc.
	 

	 	 	 	The CIT Group/LsC Securities Investment, Inc.
	 

	 	 	 	The CIT Group/Venture Capital, Inc.
	 
	 	 	 	 
	Michigan

	 	Varnum, Riddering, Schmidt & Howlett LLP
	 	CIT Technologies Corporation
	 
	 	 	 	 
	Foreign:
	 	 	 	 
	Barbados

	 	Clarke Gittens Farmer
	 	CIT Financial (Barbados) Srl
	Canada

	 	Blake, Cassels & Graydon LLP
	 	CIT Financial (Barbados) Srl
	 

	 	 	 	CIT Holdings Canada ULC
	 

	 	 	 	CIT Financial Ltd./Services Financiers CIT Ltee
	Ireland

	 	Matheson Ormsby Prentice
	 	CIT Holdings No. 2 (Ireland)
	 

	 	 	 	CIT Holdings Canada ULC







Schedule 1-1 









 








SCHEDULE 2




Filings, Recordations, Searches and Other Documentation




I. Filings and Recordations



A. UCC Financing Statements for the following debtors have been filed and amendments and/or
terminations will be filed as noted below:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	Aircraft MSN 1625 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367662200941	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367663200942	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 658 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367682200945	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367688200951	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367579200949	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	368000200932	 
	 
	 	 	 	 	 	 	 	 	 	 





Schedule 2-1 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	 

	 	 	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 762 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367677200948	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367689200952	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 2066 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367664200943	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367665200944	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 2078 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367683200946	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367694200949	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-2 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	Aircraft MSN 2662 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367669200948	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367693200948	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 22612 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367685200948	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Termination
	 	September 21, 2009
	 	 	367685200948	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	September 21, 2009
	 	 	367697200952	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Termination
	 	September 21, 2009
	 	 	367697200952	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 2359 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367668200947	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367700200937	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft MSN 26839 Trust

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367671200942	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-3 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367690200945	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Aircraft (N527UA) Trust

	 	Delaware Secretary of State
	 	Initial (for Trust)
	 	August 14, 2009
	 	 	2009 2611819	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 14, 2009
	 	 	2009 2611744	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Baffin Shipping Co., Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324793	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	C.I.T. Leasing Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324801	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367676200947	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367692200947	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-4 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	C.I.T. Leasing Corporation, as settlor under
Trust Agreement (MSN 24522) dated August 16,
1999

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367680200943	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367695200950	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Capita Colombia Holdings Corp.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324819	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324827	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Capita International L.L.C.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324835	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Capita Premium Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324843	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Capital USA Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324850	 






Schedule 2-5 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT China 12, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324868	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT China 13, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324876	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT China 2, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324884	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT China 3, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324892	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Communications Finance Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324900	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Credit Finance Corp.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324918	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-6 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	CIT Credit Group USA Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324926	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Financial (Barbados) SRL

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080273	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Financial Ltd.

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080434	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Termination
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Financial Ltd. of Puerto Rico

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324934	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Financial Ltd./Services Financiers CIT LTEE

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080272	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Termination
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Financial USA, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324942	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-7 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	CIT Group (NJ) LLC

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325253	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Group Funding Company of Delaware LLC

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325261	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Group Holdings (UK) Limited

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080274	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Group SF Holding Co., Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325048	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Healthcare LLC

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325055	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Holdings No. 2 (Ireland)

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080277	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Holdings Canada ULC

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080275	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-8 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	CIT Holdings, LLC

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325063	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Lending Services Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325071	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Lending Services Corporation (Illinois)

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325089	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Loan Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325097	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Real Estate Holding Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325105	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Realty LLC

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325113	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Technologies Corporation

	 	Michigan Department of State
	 	Initial
	 	July 20, 2009
	 	 	2009105973-7	 






Schedule 2-9 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CIT Technology Financing Services, Inc.

	 	Massachusetts Secretary of the Commonwealth
	 	Initial
	 	July 20, 2009
	 	 	200974394190	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Education Loan Servicing Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325121	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Equipment Acceptance Corporation

	 	New York Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	200907205661443	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Franchise Portfolio 1, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325139	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Franchise Portfolio 2, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325147	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	GFSC Aircraft Acquisition Financing Corporation

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325154	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-10 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	Hudson Shipping Co., Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325162	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Namekeepers LLC

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325204	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Owner-Operator Finance Company

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324959	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Services Financiers CIT LTEE

	 	District of Columbia
	 	Initial
	 	July 23, 2009
	 	 	2009080276	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Termination
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325212	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/BC Securities Investment, Inc.

	 	State Treasurer of the State of New Jersey
	 	Initial
	 	July 21, 2009
	 	 	2529454-5	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-11 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	The CIT Group/Business Credit, Inc.

	 	New York Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	200907205661405	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Capital Finance, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324967	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Capital Transportation, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324975	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/CmS Securities Investment, Inc.

	 	State Treasurer of the State of New Jersey
	 	Initial
	 	July 21, 2009
	 	 	2529449-1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Commercial Services, Inc.

	 	New York Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	200907205661417	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Commercial Services, Inc. (Va.)

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324983	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Consumer Finance, Inc. (NY)

	 	New York Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	200907205661429	 






Schedule 2-12 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Consumer Finance, Inc. (TN)

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2324991	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Corporate Aviation, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325006	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Equipment Financing, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325014	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Amendment (Addition
of Collateral)
	 	October 26, 2009
	 	 	2009 3425748	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Equity Investments, Inc.

	 	State Treasurer of the State of New Jersey
	 	Initial
	 	July 21, 2009
	 	 	2529451-4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Factoring One, Inc.

	 	New York Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	200907205661431	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/FM Securities Investment, Inc.

	 	State Treasurer of the State of New Jersey
	 	Initial
	 	July 21, 2009
	 	 	2529452-1	 






Schedule 2-13 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 
	 	 	and Filing	 	Type of	 	Acknowledgment	 	Acknowledgment
	Name of Debtor	 	Office	 	Filing	 	Date	 	Number
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/LsC Securities Investment, Inc.

	 	State Treasurer of the State of New Jersey
	 	Initial
	 	July 21, 2009
	 	 	2529453-8	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Securities Investment, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325022	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Venture Capital, Inc.

	 	State Treasurer of the State of New Jersey
	 	Initial
	 	July 21, 2009
	 	 	2529455-2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Trust 23614

	 	Utah Division of Corporations and
Commercial Code
	 	Initial (for Trust)
	 	August 17, 2009
	 	 	367687200950	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Initial (for Trustee)
	 	August 17, 2009
	 	 	367703200940	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Western Star Finance, Inc.

	 	Delaware Secretary of State
	 	Initial
	 	July 20, 2009
	 	 	2009 2325030	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Amendment
	 	Form of filing
delivered to
Successor
Collateral Agent
	 	 	 	 






Schedule 2-14 









 





B. Mortgages were executed and FAA filings and registrations of international interests under the
Cape Town Convention were made to evidence the security interest of Barclays Bank PLC in the
following U.S. registered aircraft and spare engines:





	 	1.	 	MSN 30241
	 
	 	2.	 	MSN 30245
	 
	 	3.	 	MSN 29660
	 
	 	4.	 	MSN 30618
	 
	 	5.	 	MSN 30619
	 
	 	6.	 	MSN 24522
	 
	 	7.	 	MSN 24622
	 
	 	8.	 	MSN 24995
	 
	 	9.	 	MSN 24771
	 
	 	10.	 	MSN 23614
	 
	 	11.	 	MSN 1625
	 
	 	12.	 	MSN 762
	 
	 	13.	 	MSN 2359
	 
	 	14.	 	MSN 1806
	 
	 	15.	 	MSN 1281
	 
	 	16.	 	MSN 1407
	 
	 	17.	 	MSN 1395
	 
	 	18.	 	MSN 71
	 
	 	19.	 	MSN 258646
	 
	 	20.	 	Spare engine ESN 727184
	 
	 	21.	 	Spare engine ESN 725159




C. Registrations of international interests under the Cape Town Convention were made to evidence
the security interest of Barclays Bank PLC in the following foreign registered aircraft:





	 	1.	 	MSN 24123
	 
	 	2.	 	MSN 1778
	 
	 	3.	 	MSN 1786
	 
	 	4.	 	MSN 772
	 
	 	5.	 	MSN 799
	 
	 	6.	 	MSN 2066
	 
	 	7.	 	MSN 2078
	 
	 	8.	 	MSN 2662
	 
	 	9.	 	MSN 26389




D. STB memoranda of security agreement were filed with the STB to evidence the security interest
of Barclays Bank PLC in the rail assets listed on Annex 2 to Schedule 5.19.



E. Aircraft Assignment Agreements will be executed, FAA filings will be made and assignments of
international interests from Barclays Bank PLC to the Successor Collateral Agent will be filed
under the Cape Town Convention for the following U.S. registered aircraft and spare engines:




Schedule 2-15 









 









	 	1.	 	MSN 30241
	 
	 	2.	 	MSN 30245
	 
	 	3.	 	MSN 29660
	 
	 	4.	 	MSN 30618
	 
	 	5.	 	MSN 30619
	 
	 	6.	 	MSN 24522
	 
	 	7.	 	MSN 24622
	 
	 	8.	 	MSN 24995
	 
	 	9.	 	MSN 24771
	 
	 	10.	 	MSN 23614
	 
	 	11.	 	MSN 1625
	 
	 	12.	 	MSN 762
	 
	 	13.	 	MSN 2359
	 
	 	14.	 	MSN 1806
	 
	 	15.	 	MSN 1281
	 
	 	16.	 	MSN 1407
	 
	 	17.	 	MSN 1395
	 
	 	18.	 	MSN 71
	 
	 	19.	 	MSN 258646
	 
	 	20.	 	Spare engine ESN 727184
	 
	 	21.	 	Spare engine ESN 725159




F. Aircraft Assignment Agreements will be executed and new international interests between the
applicable grantor and the Collateral Agent shall be filed as a precautionary measure under the
Cape Town Convention for the following foreign registered aircraft:





	 	1.	 	MSN 24123
	 
	 	2.	 	MSN 1778
	 
	 	3.	 	MSN 1786
	 
	 	4.	 	MSN 772
	 
	 	5.	 	MSN 799
	 
	 	6.	 	MSN 2066
	 
	 	7.	 	MSN 2078
	 
	 	8.	 	MSN 2662
	 
	 	9.	 	MSN 26389




G. Notice of Appointment of Successor Administrative Agent and Successor Collateral Agent will be
filed with the STB to evidence the assignment of the security interest of Barclays Bank PLC in the
rail assets listed on Annex 2 to Schedule 5.19 to the Successor Collateral Agent.



H. A form 8E/Slavenburg for CIT Holdings Canada ULC with respect to the Collateral Agreement, (ii)
a form 8E/Slavenburg for CIT Holdings Canada ULC with respect to the applicable Irish share
mortgage, (iii) a form C1 for CIT Holdings No. 2 (Ireland) with respect to the Collateral
Agreement, and (iv) a form C1 for CIT Holdings No. 2 (Ireland) with respect to the applicable Irish
share mortgage have been filed.




Schedule 2-16 









 







I. Within three (3) Business Days after the Amendment Effective Date, Company shall file or cause
to be filed (i) a new form 8E/Slavenburg for CIT Holdings Canada ULC with respect to the Second
Amended and Restated Collateral Agreement, (ii) a new form 8E/Slavenburg for CIT Holdings Canada
ULC with respect to the applicable Irish share mortgage, (iii) a new form C1 for CIT Holdings No. 2
(Ireland) with respect to the Second Amended and Restated Collateral Agreement, and (iv) a new form
C1 for CIT Holdings No. 2 (Ireland) with respect to the applicable Irish share mortgage.



J. Notices pursuant to Section 1001 of the Taxes Consolidation Act, 1997 in respect of each of the
following agreements were given to the Irish Revenue Commissioners:





1. Share mortgage in respect of shares held in CIT Aerospace International dated August 13,
2009 granted by CIT Holdings Canada ULC in favour of Bank of America, N.A. (as permitted
successor of Barclays Bank PLC pursuant to the Agency Transfer Agreement) as collateral
agent (together with its permitted successors and assigns) as confirmed by the Deed of
Confirmation and the Notice and Acknowledgement;




2. Share mortgage in respect of shares held in CIT Group Finance (Ireland), dated August
13, 2009 granted by CIT Holdings No. 2 (Ireland) in favour of Bank of America, N.A. (as
permitted successor of Barclays Bank PLC pursuant to the Agency Transfer Agreement) as
collateral agent (together with its permitted successors and assigns) as confirmed by the
Deed of Confirmation and the Notice and Acknowledgement; and




3. The Collateral Agreement.


K. Within three (3) Business Days after the Amendment Effective Date, Company shall file or cause
to be filed notices pursuant to Section 1001 of the Taxes Consolidation Act, 1997 in respect of
each of the following agreements were given to the Irish Revenue Commissioners:





1. Share mortgage in respect of shares held in CIT Aerospace International dated August 13,
2009 granted by CIT Holdings Canada ULC in favour of Barclays Bank PLC as collateral agent
(together with its permitted successors and assigns) as confirmed by the Deed of
Confirmation and the Notice and Acknowledgement;




2. Share mortgage in respect of shares held in CIT Group Finance (Ireland), dated August
13, 2009 granted by CIT Holdings No. 2 (Ireland) in favour of Barclays Bank PLC as
collateral agent (together with its permitted successors and assigns) as confirmed by the
Deed of Confirmation and the Notice and Acknowledgement; and




3. The Second Amended and Restated Collateral Agreement.


L. Financing Statements for the following debtors have been filed and amendments and/or
terminations will be filed as noted below in the specified Canadian provinces:




Schedule 2-17 









 






          1. Ontario, Canada




          CIT Financial Ltd./Services Financiers CIT Ltée




          A financing statement was registered against CIT Financial Ltd./Services Financiers CIT
Ltée pursuant to the Personal Property Security Act (Ontario) on behalf of Barclays Bank
PLC, as collateral agent on August 13, 2009.




          A Form 2C financing change statement/change statement (“August CFL Form 2C”) will be
registered against CIT Financial Ltd./Services Financiers CIT Ltée pursuant to the Personal
Property Security Act (Ontario) on behalf of Bank of America, N.A., as collateral agent
(Form of filing delivered to Successor Collateral Agent).




          A Form 3C financing change statement/change statement will be registered against CIT
Financial Ltd./Services Financiers CIT Ltée in accordance with the Rescission and
Termination of Security Interest by the Successor Collateral Agent pursuant to the Personal
Property Security Act (Ontario) on behalf of Bank of America, N.A., as collateral agent
(Form of filing to be delivered to Successor Collateral Agent promptly after registering the
August CFL Form 2C).




          A financing statement was registered against CIT Financial Ltd./Services Financiers CIT
Ltée pursuant to the Personal Property Security Act (Ontario) on behalf of Barclays Bank
PLC, as collateral agent on July 27, 2009.




          A Form 2C financing change statement/change statement (“July CFL Form 2C”) will be
registered against CIT Financial Ltd./Services Financiers CIT Ltée pursuant to the Personal
Property Security Act (Ontario) on behalf of Bank of America, N.A., as collateral agent
(Form of filing delivered to Successor Collateral Agent).




          A Form 3C financing change statement/change statement will be registered against CIT
Financial Ltd./Services Financiers CIT Ltée in accordance with the Rescission and
Termination of Security Interest by the Successor Collateral Agent pursuant to the Personal
Property Security Act (Ontario) on behalf of Bank of America, N.A., as collateral agent
(Form of filing to be delivered to Successor Collateral Agent promptly after registering the
July CFL Form 2C).




          CIT Holdings Canada ULC




          A financing statement was registered against CIT Holdings Canada ULC pursuant to the
Personal Property Security Act (Ontario) on behalf of Barclays Bank PLC, as collateral agent
on August 13, 2009.




          A Form 2C financing change statement/change statement will be registered against CIT
Holdings Canada ULC pursuant to the Personal Property Security Act (Ontario) on behalf of
Bank of America, N.A., as collateral agent (Form of filing delivered to Successor Collateral
Agent).



Schedule 2-18 









 






          A financing statement was registered against CIT Holdings Canada ULC pursuant to the
Personal Property Security Act (Ontario) on behalf of Barclays Bank PLC, as collateral agent
on July 27, 2009.




          A Form 2C financing change statement/change statement will be registered against CIT
Holdings Canada ULC pursuant to the Personal Property Security Act (Ontario) on behalf of
Bank of America, N.A., as collateral agent (Form of filing delivered to Successor Collateral
Agent).




          CIT Financial (Barbados) SRL




          A financing statement was registered against CIT Financial (Barbados) SRL pursuant to
the Personal Property Security Act (Ontario) on behalf of Barclays Bank PLC, as collateral
agent on August 13, 2009.




          A Form 2C financing change statement/change statement will be registered against CIT
Financial (Barbados) SRL pursuant to the Personal Property Security Act (Ontario) on behalf
of Bank of America, N.A., as collateral agent (Form of filing delivered to Successor
Collateral Agent).




          A financing statement was registered against CIT Financial (Barbados) SRL pursuant to
the Personal Property Security Act (Ontario) on behalf of Barclays Bank PLC, as collateral
agent on July 27, 2009.




          A Form 2C financing change statement/change statement will be registered against CIT
Financial (Barbados) SRL pursuant to the Personal Property Security Act (Ontario) on behalf
of Bank of America, N.A., as collateral agent (Form of filing delivered to Successor
Collateral Agent).




          2. Alberta, Canada




          CIT Financial Ltd./Services Financiers CIT Ltée




          A financing statement was registered against CIT Financial Ltd./Services Financiers CIT
Ltée pursuant to the Personal Property Security Act (Alberta) on behalf of the Barclays Bank
PLC, as collateral agent on August 13, 2009.




          An amendment of security agreement (the “August CFL Amendment”) will be registered
against CIT Financial Ltd./Services Financiers CIT Ltée pursuant to the Personal Property
Security Act (Alberta) on behalf of Bank of America, N.A., as collateral agent (Form of
filing delivered to Successor Collateral Agent).




          A security agreement discharge will be registered against CIT Financial Ltd./Services
Financiers CIT Ltée pursuant to the Personal Property Security Act (Alberta) on behalf of
Bank of America, N.A., as collateral agent (Form of filing to be delivered to Successor
Collateral Agent promptly after registering the August CFL Amendment).



Schedule 2-19 









 






          A financing statement was registered against CIT Financial Ltd./Services Financiers CIT
Ltée pursuant to the Personal Property Security Act (Alberta) on behalf of on behalf of
Barclays Bank PLC, as collateral agent on July 27, 2009.




          An amendment of security agreement (the “July CFL Amendment”) will be registered
against CIT Financial Ltd./Services Financiers CIT Ltée pursuant to the Personal Property
Security Act (Alberta) on behalf of Bank of America, N.A., as collateral agent (Form of
filing delivered to Successor Collateral Agent).




          A security agreement discharge will be registered against CIT Financial Ltd./Services
Financiers CIT Ltée pursuant to the Personal Property Security Act (Alberta) on behalf of
Bank of America, N.A., as collateral agent (Form of filing to be delivered to Successor
Collateral Agent promptly after registering the July CFL Amendment).




          CIT Holdings Canada ULC




          A financing statement was registered against CIT Holdings Canada ULC pursuant to the
Personal Property Security Act (Alberta) on behalf of the Barclays Bank PLC, as collateral
agent on August 13, 2009.




          An amendment of security agreement will be registered against CIT Holdings Canada ULC
pursuant to the Personal Property Security Act (Alberta) on behalf of Bank of America, N.A.,
as collateral agent (Form of filing delivered to Successor Collateral Agent).




          A financing statement was registered against CIT Holdings Canada ULC pursuant to the
Personal Property Security Act (Alberta) on behalf of on behalf of Barclays Bank PLC, as
collateral agent on July 27, 2009.




          An amendment of security agreement will be registered against CIT Holdings Canada ULC
pursuant to the Personal Property Security Act (Alberta) on behalf of Bank of America, N.A.,
as collateral agent (Form of filing delivered to Successor Collateral Agent).


M. Duplicate originals of the following have been filed in accordance with the provisions of
section 237 of The Companies Act, Cap. 308 of Barbados and a stamp duty tax has been paid with
respect thereto:





          Amended and Restated Pledge Agreement, dated as of September 8, 2009, made by CIT Financial
(Barbados) SRL and CIT Financial Ltd./ Services Financiers CIT Ltee, in favour of Barclays
Bank PLC, as Collateral Agent of 745 Seventh Avenue, New York, NY 10019 over 65% of the
voting shares of CIT Financial Ltd./ Services Financiers CIT Ltee.


N. Promptly, but in any event no later than November 25, 2009, the Company shall file or register
such documents, in accordance with Barbados law, to evidence that Bank of America, N.A. is the
successor Collateral Agent, as reasonably required by the Successor Collateral Agent.




Schedule 2-20 









 





II. Searches



A. UCC and Federal Tax Lien searches were performed for the following debtors:




	 	 	 	 	 	 	 
	 	 	Type of	 	State(s) and Jurisdiction(s) of	 	Thru
	Name of Debtor	 	Search	 	Searches	 	Date(s)
	Aircraft (N527UA) Trust

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	10/1/09/

10/6/09
	 
	 	 	 	 	 	 
	Aircraft 26839 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 1625 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 2066 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 2078 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 2359 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 2662 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 658 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

10/9/09
	 
	 	 	 	 	 	 
	Aircraft MSN 762 Trust

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code/Salt Lake County, UT
	 	10/12/09/

12/12/09
	 
	 	 	 	 	 	 
	Baffin Shipping Co., Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	C.I.T. Group, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	10/1/09/

10/6/09
	 
	 	 	 	 	 	 
	C.I.T. Leasing Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ/Utah Division if Corporations and
Commercial Code
	 	9/29/09/

10/6/09/

10/12/09
	 
	 	 	 	 	 	 
	C.I.T. Leasing Corporation, as settler under
Trust Agreement (MSN 24522) (Dated August 16,
1999)

	 	UCC/FTL
	 	Utah Division if Corporations and Commercial Code /Salt Lake County, UT/Essex County, NJ/
	 	10/12/09/

10/9/09/

10/6/09
	 
	 	 	 	 	 	 
	Capita Colombia Holdings Corp.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09






Schedule 2-21 









 






	 	 	 	 	 	 	 
	 	 	Type of	 	State(s) and Jurisdiction(s) of	 	Thru
	Name of Debtor	 	Search	 	Searches	 	Date(s)
	Capita Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Capita International L.L.C.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Capita Premium Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Capital USA Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT China 12, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT China 13, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT China 2, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT China 3, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Communications Finance Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Credit Finance Corp.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Credit Group USA Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Financial (Barbados) SRL

	 	UCC/FTL
	 	District of Columbia Recorder of Deeds
	 	9/30/09/

10/1/09
	 
	 	 	 	 	 	 
	CIT Financial Ltd. of Puerto Rico

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Financial USA Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Group (NJ) LLC

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Group Funding Company of Delaware LLC

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Group Holdings (UK) Limited

	 	UCC/FTL
	 	District of Columbia Recorder of Deeds
	 	9/30/09/

10/1/09
	 
	 	 	 	 	 	 
	CIT Group Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	10/1/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Group SF Holding Co., Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Healthcare LLC

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Holdings Canada ULC

	 	UCC/FTL
	 	District of Columbia Recorder of Deeds
	 	9/30/09/

10/1/09
	 
	 	 	 	 	 	 
	CIT Holdings No. 2 (Ireland)

	 	UCC/FTL
	 	District of Columbia Recorder of Deeds
	 	9/30/09/

10/1/09






Schedule 2-22 









 






	 	 	 	 	 	 	 
	 	 	Type of	 	State(s) and Jurisdiction(s) of	 	Thru
	Name of Debtor	 	Search	 	Searches	 	Date(s)
	CIT Holdings, LLC

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Lending Services Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Lending Services Corporation (Illinois)

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Loan Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Real Estate Holding Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Realty LLC

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Technologies Corporation

	 	UCC/FTL
	 	Michigan Secretary of State/Essex County, NJ
	 	10/4/09/

10/6/09
	 
	 	 	 	 	 	 
	CIT Technology Financing Services, Inc.

	 	UCC/FTL
	 	Massachusetts Secretary of the Commonwealth/Essex County, NJ.
	 	10/8/09/

10/6/09
	 
	 	 	 	 	 	 
	Education Loan Servicing Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	10/1/09/

10/6/09
	 
	 	 	 	 	 	 
	Equipment Acceptance Corporation

	 	UCC/FTL
	 	New York Secretary of State/Essex County, NJ.
	 	10/6/09/

10/6/09
	 
	 	 	 	 	 	 
	Franchise Portfolio 1, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Franchise Portfolio 2, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	GFSC Aircraft Acquisition Financing Corporation

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Hudson Shipping Co., Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Namekeepers LLC

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Owner-Operator Finance Company

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	Student Loan Express

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	10/1/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/ Consumer Finance, Inc. (TN)

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/BC Securities Investment, Inc.

	 	UCC/FTL
	 	New Jersey Division of Commercial Recording/Essex County, NJ
	 	9/28/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Business Credit, Inc.

	 	UCC/FTL
	 	New York Secretary of State/Essex County, NJ
	 	10/6/09/

10/6/09






Schedule 2-23 









 






	 	 	 	 	 	 	 
	 	 	Type of	 	State(s) and Jurisdiction(s) of	 	Thru
	Name of Debtor	 	Search	 	Searches	 	Date(s)
	The CIT Group/Capital Finance, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Capital Transportation, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/CmS Securities Investment, Inc.

	 	UCC/FTL
	 	New Jersey Division of Commercial Recording/Essex County, NJ
	 	9/28/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Commercial Services, Inc.

	 	UCC/FTL
	 	New York Secretary of State/Essex County, NJ
	 	10/6/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Commercial Services, Inc. (VA)

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Consumer Finance, Inc. (NY)

	 	UCC/FTL
	 	New York Secretary of State/Essex County, NJ
	 	10/6/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Corporate Aviation, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Equipment Financing, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/25/09/

9/29/09
	 
	 	 	 	 	 	 
	The CIT Group/Equity Investments, Inc.

	 	UCC/FTL
	 	New Jersey Division of Commercial Recording/Essex County, NJ
	 	9/28/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Factoring One, Inc.

	 	UCC/FTL
	 	New York Secretary of State/Essex County, NJ
	 	10/6/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/FM Securities Investment, Inc.

	 	UCC/FTL
	 	New Jersey Division of Commercial Recording/Essex County, NJ
	 	9/28/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/LsC Securities Investment, Inc.

	 	UCC/FTL
	 	New Jersey Division of Commercial Recording/Essex County, NJ
	 	9/28/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Securities Investment, Inc.

	 	UCC/FTL
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09
	 
	 	 	 	 	 	 
	The CIT Group/Venture Capital, Inc.

	 	UCC/FTL
	 	New Jersey Division of Commercial Recording/Essex County, NJ
	 	9/28/09/

10/6/09
	 
	 	 	 	 	 	 
	Trust 23614

	 	UCC/FTL
	 	Utah Division of Corporations and Commercial Code /Salt Lake County, UT
	 	10/12/09/

10/12/09
	 
	 	 	 	 	 	 
	Western Star Finance, Inc.

	 	UCC/FTl
	 	Delaware Secretary of State/Essex County, NJ
	 	9/29/09/

10/6/09






Schedule 2-24 









 





B. FAA and International Registry title searches were performed for the following U.S. registered
aircraft:





	 	1.	 	MSN 30241
	 
	 	2.	 	MSN 30245
	 
	 	3.	 	MSN 29660
	 
	 	4.	 	MSN 30618
	 
	 	5.	 	MSN 30619
	 
	 	6.	 	MSN 24522
	 
	 	7.	 	MSN 24622
	 
	 	8.	 	MSN 24995
	 
	 	9.	 	MSN 24771
	 
	 	10.	 	MSN 23614
	 
	 	11.	 	MSN 1625
	 
	 	12.	 	MSN 762
	 
	 	13.	 	MSN 2359
	 
	 	14.	 	MSN 1806
	 
	 	15.	 	MSN 1281
	 
	 	16.	 	MSN 1407
	 
	 	17.	 	MSN 1395
	 
	 	18.	 	MSN 71
	 
	 	19.	 	MSN 258646




C. International Registry title searches were performed for the following Foreign registered
aircraft:





	 	1.	 	MSN 24123
	 
	 	2.	 	MSN 1778
	 
	 	3.	 	MSN 1786
	 
	 	4.	 	MSN 772
	 
	 	5.	 	MSN 799
	 
	 	6.	 	MSN 2066
	 
	 	7.	 	MSN 2078
	 
	 	8.	 	MSN 2662
	 
	 	9.	 	MSN 26389




III. Insurance certificates evidencing that the Collateral Agent has been named as loss payee or
additional insured, as applicable, on the liability and commercial property insurance policies
maintained by the Company and its Restricted Subsidiaries.





Schedule 2-25 









 








EXHIBIT A




[Agency Transfer Agreement]




[SEE ATTACHED]





 











 





EXECUTION VERSION




RESIGNATION, WAIVER, CONSENT AND APPOINTMENT AGREEMENT




     This Resignation, Waiver, Consent and Appointment Agreement (this “Agreement”) is
entered into as of October 28, 2009, by and among Barclays Bank PLC, as the resigning
Administrative Agent and the resigning Collateral Agent (in such capacities, the “Existing
Agent” or “Barclays”) under the Credit Agreement (as defined below), Barclays Capital
Inc. (“Barclays Capital”), as the resigning Syndication Agent under the Credit Agreement,
the Lenders party hereto constituting at least the Requisite Lenders, acting on their own behalf
and on behalf of all Lenders, Bank of America, N.A., as the successor Administrative Agent and the
successor Collateral Agent (in such capacities, the “Successor Agent”) under the Credit
Agreement, CIT Group Inc. (the “Company”) and the subsidiaries of the Company party hereto
(together with the Company, the “Company Parties”). Defined terms in the Credit Agreement
have the same meanings where used herein, unless otherwise defined or provided herein, and matters
of construction shall be applied herein as established in the Credit Agreement.



RECITALS




     WHEREAS, the Company, certain subsidiaries of the Company, the Lenders, the Existing Agent and
the other Agents named therein have entered into that certain Amended and Restated Credit and
Guaranty Agreement, dated as of July 29, 2009 (as amended, restated, supplemented or otherwise
modified prior to the Effective Time (as defined below), and prior to giving effect to the
Amendment Agreement (as defined below), the “Credit Agreement”);



     WHEREAS, concurrently herewith, the Company, certain subsidiaries of the Company, the
Successor Agent and the Requisite Lenders party thereto have entered into that certain Amendment
Agreement, dated as of October 28, 2009 (the “Amendment Agreement”; the Credit Agreement,
as amended and restated by the Amendment Agreement after the Effective Time, the “Amended and
Restated Credit Agreement”);



     WHEREAS, the Existing Agent desires to resign as Administrative Agent and Collateral Agent
under the Credit Documents; and



     WHEREAS, the Requisite Lenders desire to appoint the Successor Agent as successor
Administrative Agent and successor Collateral Agent under the Credit Documents, the Company desires
to ratify such appointment, and the Successor Agent wishes to accept such appointment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto hereby agree as follows:



     1. Agency Resignation, Waiver, Consent and Appointment.




     (a) As of the Effective Time, (i) the Existing Agent hereby resigns as the
Administrative Agent and the Collateral Agent under the Credit Documents as provided under
Section 9.7 (Successor Administrative Agent; Collateral Agent) of the Credit Agreement and
shall have no further obligations under the Credit Documents in such capacities; (ii) the
Requisite Lenders hereby appoint the Successor Agent as successor Administrative Agent and
successor Collateral Agent under the Credit Documents; (iii) the Borrowers and the Requisite
Lenders hereby waive any notice requirement provided for under Section 9.7 (Successor
Administrative Agent; Collateral Agent) of the Credit Agreement in respect of such



 









 







resignation or appointment and agree that the resignation of the Existing Agent as the
Administrative Agent and the Collateral Agent under the Credit Documents shall become
effective as of the Effective Time; (iv) the Borrowers and the Requisite Lenders hereby
consent to the appointment of the Successor Agent; and (v) the Successor Agent hereby
accepts its appointment as successor Administrative Agent and successor Collateral Agent.
The parties hereto acknowledge and agree pursuant to Section 9.1 (Appointment of Agents) of
the Credit Agreement that Barclays Capital, as Syndication Agent, sole lead arranger and
sole bookrunner had and continues to have no duties, responsibilities or liabilities with
respect to the Credit Documents, but was and continues to be entitled to all indemnification
and reimbursement rights in favor of the Agents provided in the Credit Documents and all
other benefits of Section 9 (Agents) of the Credit Agreement. Barclays Capital hereby
resigns as Syndication Agent under the Credit Documents. The Borrowers and the Requisite
Lenders hereby appoint each of Banc of America Securities LLC and Citigroup Global Markets
Inc. as a joint Syndication Agent under the Credit Agreement.




     (b) The parties hereto hereby confirm that the Successor Agent succeeds to the rights
and obligations of the Administrative Agent and the Collateral Agent under the Credit
Documents and becomes vested with all of the rights, powers, privileges and duties of the
Administrative Agent and the Collateral Agent under each of the Credit Documents, and the
Existing Agent is discharged from all of its duties and obligations as the Administrative
Agent and the Collateral Agent under the Credit Documents, in each case, as of the Effective
Time. Each of the Existing Agent and the Company Parties authorizes the Successor Agent
and/or each Company Party (and/or their respective counsel) to prepare and file, at the
Company’s expense, (i) any Uniform Commercial Code or Personal Property Security Act
financing statements, supplements, assignments, terminations or amendments with respect to
the Uniform Commercial Code or Personal Property Security Act financing statements,
mortgages, amendments, assignments, statements of charge, Slavenberg filings and forms and
other filings in respect of the Collateral as the Successor Agent deems necessary or
desirable and (ii) FAA filings, Cape Town Filings and filings with the Surface
Transportation Board, and any supplements, assignments and amendments with respect thereto,
and each party hereto agrees to execute any documentation and to take such other actions as
may reasonably be necessary to evidence the resignation and appointment described herein;
provided that the Existing Agent shall bear no responsibility for (and shall have no
liability arising or resulting from) any such filing or any actions taken or omitted to be
taken by the Successor Agent (whether pursuant to this sentence or otherwise) and the
Existing Agent shall not be obligated to execute any document that is not in form and
substance reasonably satisfactory to it. The Successor Agent shall bear no responsibility
for (and shall have no liability arising or resulting from) any actions taken or omitted to
be taken (x) by the Existing Agent while the Existing Agent served as Administrative Agent
or Collateral Agent under the Credit Documents or (y) at any time prior to the Effective
Time or for any other event or action related to the Credit Documents that occurred prior to
the Effective Time.




     (c) The parties hereto hereby confirm that at and after the Effective Time, all of the
provisions of the Credit Documents, including, without limitation, Section 2.12(h) (general
provisions regarding payment), Section 2.16 (Taxes; Withholding, etc.), Section 9 (Agents),
Section 10.2 (Expenses) and Section 10.3 (Indemnity) of the Credit Agreement continue in
effect for the benefit of the Existing Agent, Barclays Capital and their Affiliates and each
of their respective current and former agents, employees, officers, directors,
representatives, attorneys, successors and assigns (collectively, the “Indemnified
Barclays Parties”) in respect of any Indemnified Liabilities and costs or expenses
arising from or relating to the Credit



2









 







Documents (whether now existing or hereinafter arising and including, without
limitation, all actions taken or omitted to be taken by any of them prior to the Effective
Time and all actions taken by the Existing Agent pursuant to this Agreement, including,
without limitation, pursuant to clause (e) below), and shall inure to the benefit of the
Indemnified Barclays Parties, notwithstanding the resignation of the Existing Agent at the
Effective Time, and references in said Sections to the Administrative Agent, the Collateral
Agent and the Syndication Agent shall be deemed to include Barclays as predecessor
Administrative Agent and predecessor Collateral Agent and Barclays Capital as predecessor
Syndication Agent, respectively. The Company Parties, the Successor Agent and the Lenders
further acknowledge and agree that any Indemnified Liabilities of the Indemnified Barclays
Parties whether now existing or hereinafter incurred (solely excluding Indemnified
Liabilities to the extent directly related to Barclays’ role as Lender, other than Barclays’
role as initial Lender with respect to the Loans) shall be deemed to arise solely as a
result of the roles of Barclays or Barclays Capital as Administrative Agent, Collateral
Agent and Syndication Agent under the Credit Facilities prior to the Effective Time.
Notwithstanding anything herein to the contrary, CIT Financial Ltd. shall not be required to
provide any indemnity under the Credit Agreement, and its assets shall not serve as security
for any indemnity, solely to the extent such indemnity is in respect of obligations of a
United States person within the meaning of Section 956 of the Internal Revenue Code. The
parties hereto hereby further confirm that to the extent not constituting Indemnified
Liabilities under the Credit Documents, all indemnification and other obligations of each
Credit Party in respect of such liabilities, costs and expenses and all liabilities under
the Engagement Letter, dated July 20, 2009, between CIT Group Inc. and Barclays Capital, are
and continue to be Obligations under the Credit Agreement and Secured Obligations under the
Collateral Agreement.




     (d) The Existing Agent hereby assigns to the Successor Agent each of the Liens and
security interests granted to the Existing Agent under the Credit Documents and the
Successor Agent hereby assumes all such Liens and security interests, for its benefit and
for the benefit of the Secured Parties.




     (e) At and after the Effective Time, (i) any possessory collateral held by the Existing
Agent for the benefit of the Secured Parties and any Collateral held in a deposit account,
securities account or commodities account controlled by the Existing Agent, shall be deemed
to be held or controlled by the Existing Agent solely as sub-agent or bailee for the
Successor Agent for the benefit of the Secured Parties until such time as such possessory
collateral has been delivered to the Successor Agent and, in the case of any such deposit
account, securities account or commodities account, such account has been closed by the
applicable Company Parties, (ii) any reference to the Existing Agent on any publicly filed
document, to the extent such filing relates to the Liens and security interests in the
Collateral assigned hereby, shall, until such filing is modified to reflect the interests of
the Successor Agent, with respect to such Liens and security interests, constitute a
reference to the Existing Agent as sub-agent of the Successor Agent (unless no such
modification to such filing is necessary to reflect the appointment of the Successor Agent),
(iii) any reference to the Existing Agent as an additional insured and/or loss payee under
any Insurance (as defined in the Collateral Agreement) shall, until the Successor Agent is
substituted as additional insured and/or loss payee thereunder, constitute a reference to
the Existing Agent as sub-agent of the Successor Agent and (iv) any reference to the
Existing Agent in any pledge agreement, security agreement, mortgage, intellectual property
security agreement or Collateral Document shall, until the Successor Agent is substituted
thereunder (whether by operation of law or by subsequent amendment, assignment, filing or
other instrument), constitute a reference to the



3









 







Existing Agent as sub-agent of the Successor Agent, and, in each case of clauses (i),
(ii), (iii) and (iv), the parties hereto agree that the Existing Agent’s role as such
sub-agent shall impose no duties, obligations, or liabilities on the Existing Agent,
including, without limitation, any duty to take any type of direction regarding any action
to be taken against such Collateral, whether such direction comes from the Successor Agent,
the Requisite Lenders or otherwise, and, without limiting the generality of clause (c)
above, the Existing Agent shall have the full benefit of the protective provisions of the
Credit Agreement including, without limitation, Section 9 (Agents), Section 10.2 (Expenses)
and 10.3 (Indemnity) of the Credit Agreement while serving in such capacity.
Notwithstanding anything to the contrary in the previous sentence, the Existing Agent shall
have such duties and obligations as are otherwise expressly agreed by it in this Agreement.
The Company agrees that it shall, as promptly as practicable following the Effective Time
(and in no event more than 30 days after the Effective Time), use commercially reasonable
efforts to effect the substitution of the Successor Agent under any pledge agreement,
security agreement, mortgage, intellectual property security agreement or Collateral
Document referred to in clause (iv) above, and each party hereto agrees to execute any
documentation and to take such other actions as may reasonably be necessary to effect any
such substitution; provided that any document, instrument or agreement to be furnished or
executed by, or other action to be taken by, the Existing Agent or the Successor Agent shall
be reasonably satisfactory to it. The Successor Agent agrees to take possession of any
possessory collateral delivered to the Successor Agent at or following the Effective Time
upon tender thereof by the Existing Agent.




     (f) The Company Parties, the Successor Agent and the Lenders hereby agree that for
purposes of this Agreement, including without limitation, the acknowledgement and agreement
contained herein regarding the continuing benefit of the Credit Documents for the benefit of
the Indemnified Barclays Parties, references to Sections 2.12 (General Provisions Regarding
Payments), 2.16 (Taxes; Withholding, etc.), 9 (Agents), 10.2 (Expenses) and 10.3 (Indemnity)
of the Credit Agreement, including the defined terms used in such Sections, shall be deemed
to refer to such Sections or defined terms in the Credit Agreement as they exist on the date
hereof, without giving effect to any amendment, waiver or other modification thereof after
the Effective Time that is in any manner adverse to the Indemnified Barclays Parties.




     (g) The Existing Agent, in consideration of the agreements of the parties hereto and in
connection with its resignation as Administrative Agent and Collateral Agent according to
the terms and conditions set forth herein, hereby consents to the amendments to the Credit
Agreement to be effected by the Amendment Agreement solely to the extent they expressly
require the consent of Barclays pursuant to Section 10.5(c)(iv) (consent rights of Barclays
to certain amendments) of the Credit Agreement. Notwithstanding anything to the contrary
herein, the Lenders party hereto that are party to the Amendment Agreement and the Company
Parties hereby acknowledge and agree that such amendments are not adverse to the rights of
Barclays.



     2. Address for Notices.




     (a) As of the Effective Time, the address of the Administrative Agent and the
Collateral Agent for the purposes of Section 10.1 (Notices) of the Credit Agreement shall be
as follows:


For Operational Notices:




4









 







Bank of America, N.A.

901 Main Street

TX1-492-14-11

Dallas, TX 75202

Attention: Richard Piland

Tel: (214) 209-0987

Telecopy no: (214) 290-8370



For Financial Reporting and All Other Notices:



Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Charles Graber

Tel: (415) 436-3495

Telecopy no: (415) 503-5006





     (b) As of the Effective Time, any payment required to be made to the Successor Agent
(whether for its own account or for the account of the Lenders) under the Credit Agreement,
including, without limitation, Section 2.12 (General Provisions Regarding Payments) of the
Credit Agreement shall be made to the account set forth below:


Bank of America, N.A.

New York, NY

ABA#: 026009593

Attention: Credit Services

Ref: CIT Group

Acct#: 1292000883





     (c) As of the Effective Time, any payments to be made to the Existing Agent for its own
account, including without limitation pursuant to Section 2.12(h) (general provisions
regarding payment) of the Credit Agreement, shall be made to:


Barclays Bank PLC

745 Seventh Avenue

New York, NY 10019

Attention: Ann E. Sutton

Telecopy no: (212) 526-5115




     3. Representations and Warranties.




     (a) Each of Barclays and Bank of America, N.A. hereby represents and warrants on and as
of the date hereof and at and as of the Effective Time that (i) it is legally authorized to
enter into this Agreement and perform its obligations hereunder, (ii) it has duly executed
and delivered this Agreement and (iii) this Agreement is a legal, valid and binding
agreement of it, enforceable against it in accordance with its terms, except as may be
limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting the rights or remedies of creditors or by the effect of general
principles of equity (whether enforcement is sought in equity or at law).



5









 






     (b) The Existing Agent hereby represents and warrants on and as of the date hereof and
at and as of the Effective Time that it has delivered to the Successor Agent copies of all
Credit Documents existing as of the date hereof and as of the Effective Time, respectively,
together with all amendments and supplements thereto as of each such date.




     (c) Each of the Company and the other Company Parties hereby represents and warrants on
and as of the date hereof and at and as of the Effective Time that (i) it is legally
authorized to enter into this Agreement and perform its obligations hereunder, (ii) it has
duly executed and delivered this Agreement, (iii) this Agreement is a legal, valid and
binding agreement of it, enforceable against it in accordance with its terms, except as may
be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or limiting the rights or remedies of creditors or by the effect of
general principles of equity (whether enforcement is sought in equity or at law), (iv)
Schedule 2 contains a complete and accurate list of all possessory Collateral, (v)
the actions described in Schedule 3 hereto have been performed prior to the date
hereof and (vi) all Liens and security interests created under the Credit Documents for the
benefit of the Secured Parties under the Credit Documents are valid and enforceable Liens on
and/or security interests in the Collateral, as security for the Obligations.




     (d) This Agreement is hereby made without representation or warranty of any kind,
nature or description except as specified in clauses (a), (b) or (c) of this Section
3. Without limiting the generality of the foregoing, the Successor Agent acknowledges
that the Existing Agent has not made any representation or warranty as to the financial
condition of the Credit Parties or account debtors, values, quality, quantities or locations
of assets, the collectability or realizability of any Collateral or any Obligations or as to
the legality, validity, enforceability, perfection or priority of any Obligations or
Collateral. The Successor Agent acknowledges that it has made, to the extent determined by
it to be necessary or prudent, its own independent investigation and determination of the
foregoing matters and all other matters pertaining to the assignment made hereby.



     4. Conditions Precedent to Effectiveness. For purposes of this Agreement, the term
“Effective Time” means the first time (New York City time) at which all of the following
conditions have been satisfied:




     (a) Each of the parties hereto shall have executed and delivered this Agreement;




     (b) The Existing Agent shall have received from the Borrowers (i) payment in
immediately available funds of all costs, expenses, accrued and unpaid fees and other
amounts payable to it as the Existing Agent pursuant to the Credit Documents (including fees
and expenses of counsel), including such costs and expenses incurred by the Existing Agent
as of the Effective Time in order to effect the matters covered hereby, set forth on
Schedule 1 hereto, and (ii) payment in the amount of $2,000,000 to be held by the
Existing Agent for the benefit of the Credit Parties and applied from time to time as
determined by the Existing Agent in its discretion in satisfaction of the Credit Parties’
indemnification obligations (which payment, for the avoidance of doubt, shall be only a
deposit towards satisfaction of the Credit Parties’ indemnification obligations as those
obligations may accrue from time to time) in respect of that certain Complaint (the
“Complaint”) pending in the United States District Court for the Southern District
of New York by ACP Master, Ltd., et al. against, inter alia, Barclays, in each case to the
account specified on Schedule 1 hereto; provided that any amount referred to in
clause (ii) hereof or similarly paid on deposit and not applied in satisfaction of



6









 







indemnifiable costs shall be returned to the Borrowers within 2 business days after the
earlier of (x) the settlement of the Complaint or (y) a determination in respect of the
Complaint of a court of competent jurisdiction in a final non-appealable judgment; and




     (c) The Existing Agent shall have delivered each of the items listed on Schedule
4 hereto to the Successor Agent.



     Upon release by all of the parties hereto of their executed signature pages to this Agreement, the
conditions precedent in this Section 4 shall be deemed to have been met or waived solely as a
condition to effectiveness.



     5. Further Assurances.



          (a) Without limiting their obligations in any way under any of the Credit Documents, each of
the Borrowers and each other Company Party reaffirms and acknowledges its obligations to the
Successor Agent with respect to the Credit Documents and that at and after the Effective Time, the
delivery of any agreements, instruments or any other document and any other actions taken or to be
taken shall be to the reasonable satisfaction of the Successor Agent, notwithstanding whether any
of the foregoing was or were previously satisfactory to the Existing Agent.



          (b) Each Company Party that executed an Aircraft Mortgage in favor of the Existing Agent (each
an “Aircraft Grantor” and collectively the “Aircraft Grantors”) hereby reaffirms
and acknowledges its obligations to the Successor Agent with respect to each applicable Aircraft
Mortgage, and each Aircraft Grantor hereby acknowledges and consents to each applicable Aircraft
Assignment Agreement which will be executed between the Existing Agent and the Successor Agent.
Each Aircraft Grantor hereby acknowledges and agrees that, with respect to each U.S.-registered
aircraft that is subject to an Aircraft Mortgage, any failure of an Aircraft Grantor to install a
replacement nameplate naming the Successor Agent as successor Collateral Agent on the Airframe (as
defined in such Aircraft Mortgage) and the Engines (as defined in such Aircraft Mortgage) as
required by Section 3.3(b) of such Aircraft Mortgage shall have no effect on (i) the security
interest granted by such Aircraft Mortgage in the Collateral (as defined in such Aircraft Mortgage)
to the Successor Agent or (ii) on the perfection and priority of such security interest.



          (c) Each of the Borrowers, each other Company Party and the Existing Agent agrees that,
following the Effective Time, it shall (i) furnish, at the Borrowers’ expense, additional releases,
amendment or termination statements, assignments, acknowledgements, such other customary documents,
instruments and agreements and such other information as may be reasonably requested by the
Borrowers or the Successor Agent from time to time in order to effect the matters covered hereby
and (ii) take such actions with respect to the Collateral as may be reasonably requested by the
Borrowers or the Successor Agent from time to time in order to effect the matters covered hereby;
provided that any document, instrument or agreement to be furnished or executed by, or other action
to be taken by, the Existing Agent shall be reasonably satisfactory to it, and the Existing Agent
shall be reasonably satisfied that any information requested of it is not subject to
confidentiality restrictions binding on it.



          (d) The Existing Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed or sent by the proper Person,
except



7









 







for its own gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final, non-appealable judgment. The Existing Agent may also rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon, except for its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable
judgment. The Existing Agent may consult with legal counsel (who may be counsel for the Company)
and shall not be liable for any action taken or not taken by it in accordance with the advice of
any such counsel.



          (e) The Company shall promptly reimburse the Existing Agent (i) for all reasonable
out-of-pocket costs and expenses incurred by the Existing Agent in connection with any actions
taken pursuant to this Agreement and (ii) in connection with any liabilities referred to in
Section 1(c) above.



     6. Release.



          (a) Each of the Lenders, the Borrowers and the other Company Parties hereby unconditionally
and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights,
damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed
or contingent, which any of them may have or claim to have against Barclays or Barclays Capital, in
each case in any capacity, their Affiliates and each of their respective current and former agents,
employees, officers, directors, representatives, attorneys, successors and assigns (collectively,
the “Released Parties”) to the extent arising out of or in connection with the Credit
Documents (collectively, the “Claims”). Each of the Lenders, the Borrowers and the other
Company Parties further agrees forever to refrain from commencing, instituting or prosecuting any
lawsuit, action, claim or other proceeding against any Released Parties with respect to any and all
of the foregoing described waived, released, acquitted and discharged Claims. Each of the Released
Parties shall be a third party beneficiary of this Agreement.



          (b) Each of the Lenders, the Borrowers and the other Company Parties hereby waives and
relinquishes to the fullest extent permitted by law, any and all provisions, rights and benefits
conferred by any law of the United States or any state or territory of the United States, or
principle of common law, which governs or limits a person’s release of unknown claims; further,
each of the Lenders, the Borrowers and the other Company Parties (i) shall be deemed to waive, and
hereby expressly waives and relinquishes, to the fullest extent permitted by law, the provisions,
rights and benefits of Section 1542 of the California Civil Code, which provides as follows:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR;


and (ii) shall be deemed to also waive, and hereby expressly waives and relinquishes, any and all
provisions, rights and benefits conferred by any law of any state or territory of the United
States, or principles of common law, which are similar, comparable or equivalent to Section 1542 of
the California Civil Code.




     7. Return of Payments.



          (a) In the event that, after the Effective Time, the Existing Agent receives any principal,
interest or other amount owing to any Lender or the Successor Agent under any Credit



8









 







Document, the Existing Agent agrees that such payment shall be held in trust for the Successor
Agent, and the Existing Agent shall promptly return without setoff or counterclaim such payment to
the Successor Agent for payment to the Person entitled thereto.



          (b) In the event that, after the Effective Time, the Successor Agent receives any principal,
interest or other amount owing to Existing Agent under any Credit Document, the Successor Agent
agrees that such payment shall be held in trust for the Existing Agent, and the Successor Agent
shall promptly return without setoff or counterclaim such payment to the Existing Agent.



          (c) Subject to Section 1(c), but notwithstanding any other provision herein or in any
other Credit Document to the contrary, at and after the Effective Time, all payments of principal,
interest, fees and other Obligations payable by the Borrowers or any other Company Parties under
the Credit Documents to the Administrative Agent or the Collateral Agent shall be payable to the
Successor Agent, as successor Administrative Agent or successor Collateral Agent, as the case may
be, as and when such amounts become due and payable.



     8. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties hereto.



     9. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall be one and the same
instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
or electronic mail shall be effective as delivery of a manually executed counterpart of this
Agreement.



     10. Headings. The paragraph headings used in this Agreement are for convenience only
and shall not affect the interpretation of any of the provisions hereof.



     11. Interpretation. This Agreement is a Credit Document for the purposes of the
Credit Agreement.



     12. Confidentiality. Schedule 1 to this Agreement is exclusively for the
information of the parties hereto and the information therein may not be disclosed to any third
party or circulated or referred to publicly without the prior written consent of Barclays, which
consent shall not be unreasonably withheld, delayed or conditioned, except that this Agreement,
including Schedule 1, may be disclosed, if required, in any legal, judicial or
administrative proceeding or as otherwise required by law or regulation or as requested by a
governmental or regulatory authority, in which case the disclosing party shall provide reasonable
prior written notice to Barclays of any disclosure of Schedule 1 or the information
therein.



     13. APPLICABLE LAW. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN EQUITY, IN CONTRACT OR IN TORT)
THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR
PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION
OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.



9









 





     14. CONSENT TO JURISDICTION.



          (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING
HERETO SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY
THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (ii) WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS OR ANY OTHER DEFENSE THAT WOULD PREVENT THE SUBMISSION TO THE EXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH THIS AGREEMENT OR THE CREDIT AGREEMENT IS
SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (iv)
AGREES THAT THE EXISTING AGENT, THE SUCCESSOR AGENT AND THE LENDERS RETAIN THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN
THE COURTS OF ANY OTHER JURISDICTION.



          (b) EACH PARTY HEREBY AGREES THAT PROCESS MAY BE SERVED ON IT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE ADDRESSES PERTAINING TO IT AS SPECIFIED IN THIS AGREEMENT OR THE CREDIT
AGREEMENT. ANY AND ALL SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR
PROCEEDING SHALL BE EFFECTIVE AGAINST ANY PARTY IF GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, OR BY ANY OTHER MEANS OR MAIL WHICH REQUIRES A SIGNED RECEIPT, POSTAGE PREPAID,
MAILED AS PROVIDED ABOVE.



     15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



     16. No Waiver. No failure by any party hereto to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.



10









 





     17. Severability. If any provision of this Agreement is held to be illegal, invalid
or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.



     18. Entire Agreement. This Agreement constitutes the entire contract among the
parties relating to the subject matter hereof and supersedes any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This Agreement may not be
amended except by an instrument in writing signed by each of the parties hereto.



[Signature pages follow]




11









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.



	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as Existing Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	BARCLAYS CAPITAL INC.,

as resigning Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Successor Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	[                      ],

as Consenting Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	Borrowers:



CIT GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT CAPITAL USA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT HEALTHCARE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT LENDING SERVICES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT LENDING SERVICES CORPORATION
      (ILLINOIS)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	THE CIT GROUP/COMMERCIAL SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Other Subsidiary Guarantors:

BAFFIN SHIPPING CO., INC.

C.I.T. LEASING CORPORATION

CAPITA COLOMBIA HOLDINGS CORP.

CAPITA CORPORATION

CAPITA INTERNATIONAL L.L.C.

CAPITA PREMIUM CORPORATION

CIT CAPITAL USA INC.

CIT CHINA 12, INC.

CIT CHINA 13, INC.

CIT CHINA 2, INC.

CIT CHINA 3, INC.

CIT COMMUNICATIONS FINANCE CORPORATION

CIT CREDIT FINANCE CORP.

CIT CREDIT GROUP USA INC.

CIT FINANCIAL LTD. OF PUERTO RICO

CIT FINANCIAL USA, INC.

CIT GROUP (NJ) LLC

CIT GROUP SF HOLDING CO., INC.

CIT HEALTHCARE LLC

CIT HOLDINGS, LLC

CIT LENDING SERVICES CORPORATION

CIT LENDING SERVICES CORPORATION (ILLINOIS)

CIT LOAN CORPORATION (F/K/A THE CIT GROUP/CONSUMER
      FINANCE, INC.)

CIT REALTY LLC

CIT TECHNOLOGIES CORPORATION

CIT TECHNOLOGY FINANCING SERVICES, INC.

EDUCATION LOAN SERVICING CORPORATION

GFSC AIRCRAFT ACQUISITION FINANCING CORPORATION

HUDSON SHIPPING CO., INC.

NAMEKEEPERS LLC

OWNER-OPERATOR FINANCE COMPANY

STUDENT LOAN XPRESS, INC.

THE CIT GROUP/BC SECURITIES INVESTMENT, INC.

THE CIT GROUP/BUSINESS CREDIT, INC.




 









 





THE CIT GROUP/CAPITAL FINANCE, INC.

THE CIT GROUP/CAPITAL TRANSPORTATION, INC.

THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)

THE CIT GROUP/CORPORATE AVIATION, INC.

THE CIT GROUP/EQUIPMENT FINANCING, INC.

THE CIT GROUP/EQUITY INVESTMENTS, INC.

THE CIT GROUP/FACTORING ONE, INC.

THE CIT GROUP/FM SECURITIES INVESTMENT, INC.

THE CIT GROUP/LSC SECURITIES INVESTMENT, INC.

THE CIT GROUP/SECURITIES INVESTMENT, INC.

THE CIT GROUP/VENTURE CAPITAL, INC.

WESTERN STAR FINANCE, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE CIT GROUP/CONSUMER FINANCE, INC. (NY)

THE CIT GROUP/CONSUMER FINANCE, INC. (TN)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FRANCHISE PORTFOLIO 1, INC.

FRANCHISE PORTFOLIO 2, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT REAL ESTATE HOLDING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EQUIPMENT ACCEPTANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	Foreign Grantors:



CIT HOLDINGS CANADA ULC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	CIT FINANCIAL (BARBADOS) SRL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	CIT GROUP HOLDINGS (UK) LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	CIT HOLDINGS NO. 2 (IRELAND)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	CIT FINANCIAL LTD./SERVICES FINANCIERS CIT LTEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





Schedule 2




Collateral 




See attached.




 









 





SCHEDULE 2




Possessory Collateral




A. Pledged Stock




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of	 	Percentage	 	Percentage
	Guarantor	 	Issuer	 	Class	 	No(s).	 	Shares	 	Pledged	 	Owned
	C.I.T. Leasing Corporation

	 	Centennial Aviation (Bermuda) 1 Ltd.
	 	Common
	 	 	2	 	 	 	650	 	 	 	65	%	 	 	100	%
	 

	 	CIT Capital Finance (Ireland) Limited
	 	Ordinary
	 	 	2009/1	 	 	 	650	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Eight, Ltd.
	 	Common
	 	 	12	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Six, Ltd.
	 	Common
	 	 	12	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty, Ltd.
	 	Common
	 	 	3	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT Group Capital Finance (Singapore) Pte
Ltd.
	 	Common
	 	 	3	 	 	 	2,202,721	 	 	 	65	%	 	 	100	%
	 

	 	The CIT Group/LsC Securities Investment,
Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	Capita Corporation

	 	Capita Colombia Holdings Corp.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT Communications Finance Corporation
	 	Common
	 	 	3	 	 	 	1	 	 	 	100	%	 	 	100	%
	 

	 	Capita Premium Corporation
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT Financial USA, Inc.
	 	Common
	 	 	5	 	 	 	3,000	 	 	 	100	%	 	 	100	%
	 

	 	CIT Lending Services Corporation
	 	Common
	 	 	4	 	 	 	1	 	 	 	100	%	 	 	100	%
	Capita International L.L.C.

	 	Capita Funding de Mexico, S.A. de C.V.
	 	Common
	 	 	3	 	 	 	65	 	 	 	65	%	 	 	99	%
	CIT Communications Finance 

Corporation

	 	CIT Financial Ltd. of Puerto Rico
	 	Common
	 	 	3	 	 	 	1	 	 	 	100	%	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	             	 
	 	 	 	 	 	 	Certificate	 	Number of	 	Percentage	 	Percentage
	Guarantor	 	Issuer	 	Class	 	No(s).	 	Shares	 	Pledged	 	Owned
	CIT Credit Group USA Inc.

	 	Capita Corporation
	 	Common
	 	 	6	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	 

	 	CIT Capital USA Inc.
	 	Common
	 	 	3	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	 

	 	Western Star Finance, Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	CIT Financial (Barbados) Srl

	 	CIT Financial Ltd.
	 	Class A
	 	 	A-2	 	 	 	48.75	 	 	 	65	%	 	 	100	%
	CIT Financial Ltd.

	 	CIT Financial (Alberta) ULC
	 	Common
	 	 	C-1	 	 	 	182,000,000.65	 	 	 	65	%	 	 	100	%
	CIT Financial USA, Inc.

	 	Owner-Operator Finance Company
	 	Common
	 	 	101	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	CIT Group Holdings
 (UK) Limited

	 	CIT Vendor Finance (UK) Limited
	 	Ordinary
	 	 	A-1	 	 	 	96,221,016	 	 	 	65	%	 	 	100	%
	CIT Holdings No. 2 (Ireland)

	 	CIT Group Finance (Ireland)
	 	A Ordinary
	 	 	2009/4	 	 	 	588,000	 	 	 	49	%	 	 	83 1/3% of A
Ordinary 
US$1 and
50% of 
Ordinary
€1.260738	 
	CIT Holdings Canada ULC

	 	CIT Aerospace International
	 	Ordinary

A Common
	 	 	2009/1

2009/3	 	 	 	10,000

1,974,729,580	 	 	 	99	%	 	 	99	%
	CIT Holdings, LLC

	 	CIT Holdings (Barbados) SRL
	 	Common
	 	 	296	 	 	 	1,731,302,512	 	 	 	65	%	 	 	99	%
	 

	 	CIT Credit Group USA Inc.
	 	Common
	 	 	20	 	 	 	5,385.23	 	 	 	100	%	 	 	100	%
	CIT Lending Services
 Corporation

	 	CIT Technologies Corporation
	 	Common
	 	 	141	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT Technology Financing Services, Inc.
	 	Common
	 	 	1	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	Student Loan Xpress, Inc.

	 	Education Loan Servicing Corporation
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of	 	Percentage	 	Percentage
	Guarantor	 	Issuer	 	Class	 	No(s).	 	Shares	 	Pledged	 	Owned
	The CIT Group/Business Credit, Inc.

	 	The CIT Group/BC Securities Investment,
Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Capital Finance, Inc.

	 	Equipment Acceptance Corporation
	 	Common
	 	 	12	 	 	 	200	 	 	 	100	%	 	 	100	%
	The CIT Group/Equipment Financing,
Inc.

	 	Baffin Shipping Co. Inc.
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	Bunga Bebaru, Ltd.
	 	Common
	 	 	6	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	C.I.T. Leasing Corporation
	 	Common
	 	 	9

7	 	 	 	168.49

5,000	 	 	 	49	%	 	 	49	%
	 

	 	CIT FSC Twelve, Ltd.
	 	Common
	 	 	18	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Sixteen, Ltd.
	 	Common
	 	 	16	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Eighteen, Ltd.
	 	Common
	 	 	5	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Nineteen, Ltd.
	 	Common
	 	 	5	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT China 2, Inc.
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT China 3, Inc.
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT China 6 Inc.
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT China 7, Inc.
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT China 12, Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT China 13, Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT Lending Services Corporation (Illinois)
	 	Common
	 	 	3	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	CIT Real Estate Holding Corporation
	 	Common
	 	 	1	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	 

	 	CIT Credit Finance Corp.
	 	Common
	 	 	3	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	 

	 	Franchise Portfolio 1, Inc.
	 	Common
	 	 	1	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	 

	 	Franchise Portfolio 2, Inc.
	 	Common
	 	 	1	 	 	 	1,000	 	 	 	100	%	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of	 	Percentage	 	Percentage
	Guarantor	 	Issuer	 	Class	 	No(s).	 	Shares	 	Pledged	 	Owned
	 

	 	The CIT Group/Business Credit, Inc.
	 	Common
	 	 	6	 	 	 	1,000	 	 	 	100	%	 	 	100	%
	 

	 	The CIT Group/Commercial Services, Inc.
	 	Common
	 	 	7	 	 	 	1,500	 	 	 	100	%	 	 	100	%
	 

	 	The CIT Group/Securities Investment, Inc.
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	The CIT Group/Corporate Aviation, Inc.
	 	Common
	 	 	5	 	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Equity Investments,
Inc.

	 	The CIT Group/Venture Capital, Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Commercial Services,
Inc.

	 	CIT Cayman Blue Lagoon Leasing, Ltd.
	 	Common
	 	 	R002	 	 	 	1.3	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Four, Ltd.
	 	Common
	 	 	13	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Nine, Ltd.
	 	Common
	 	 	14	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Ten, Ltd.
	 	Common
	 	 	15	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Thirty, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Three, Ltd.
	 	Common
	 	 	13	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Eight, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Five, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Four, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Nine, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-One, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of	 	Percentage	 	Percentage
	Guarantor	 	Issuer	 	Class	 	No(s).	 	Shares	 	Pledged	 	Owned
	 

	 	CIT FSC Twenty-Seven, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Six, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Three, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Twenty-Two, Ltd.
	 	Common
	 	 	2	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	CIT FSC Two, Ltd.
	 	Common
	 	 	13	 	 	 	7,800	 	 	 	65	%	 	 	100	%
	 

	 	The CIT Group/Capital Transportation, Inc.
	 	Common
	 	 	3	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	C.I.T. Leasing Corporation
	 	Common
	 	 	10	 	 	 	5,427.3	 	 	 	51	%	 	 	51	%
	 

	 	The CIT Group/CmS Securities Investment,
Inc.
	 	Common
	 	 	1	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	The CIT Group/Commercial Services, Inc.
(Va.)
	 	Common
	 	 	2	 	 	 	100	 	 	 	100	%	 	 	100	%
	 

	 	The CIT Group/Factoring One, Inc.
	 	Common
	 	 	2	 	 	 	1,000	 	 	 	100	%	 	 	100	%







 









 








B. Pledged Debt Instruments





	 	1.	 	Master Note, dated January 14, 1999, from Global Vendor Services S.A., as borrower, to
AT&T Capital Corporation (n/k/a Capita Corporation).
	 
	 	2.	 	Master Note, dated August 18, 1999, from Newcourt Leasing Limitada (n/k/a CIT Leasing
Chile Limitada), as borrower, to AT&T Capital Corporation (n/k/a Capita Corporation).
	 
	 	3.	 	Floating Rate Promissory Note (Reference Number: PN 2005-1), dated July 5, 2005, issued
by CIT Financial Ltd to CIT Group Funding Company of Canada (n/k/a CIT Group Funding
Company of Delaware LLC).
	 
	 	4.	 	Floating Rate Promissory Note (Reference Number: PN 2005-2), dated July 5, 2005, issued
by CIT Financial Ltd to CIT Group Funding Company of Canada (n/k/a CIT Group Funding
Company of Delaware LLC).
	 
	 	5.	 	Floating Rate Promissory Note (Reference Number: PN 2005-3), dated July 5, 2005, issued
by CIT Financial Ltd to CIT Group Funding Company of Canada (n/k/a CIT Group Funding
Company of Delaware LLC).
	 
	 	6.	 	Floating Rate Promissory Note (Reference Number: PN 2006-1), dated November 1, 2006,
issued by CIT Financial Ltd to CIT Group Funding Company of Canada (n/k/a CIT Group Funding
Company of Delaware LLC).
	 
	 	7.	 	Floating Rate Promissory Note (Reference Number: PN 2006-2), dated November 1, 2006,
issued by CIT Financial Ltd to CIT Group Funding Company of Canada (n/k/a CIT Group Funding
Company of Delaware LLC).





 









 





Schedule 3



1. All outstanding equity interests and promissory notes (with appropriate transfer instruments)
owned by or on behalf of each Company Party have been pledged pursuant to the Collateral Agreement.



2. All Uniform Commercial Code financing statements and other appropriate documents and instruments
required to create and/or perfect the Liens intended to be created and/or perfected under the
Collateral Agreement have been filed, registered, recorded or delivered; provided that any actions
required in connection with this Agreement with respect to aircraft collateral, rail asset
collateral and other collateral as described on Schedule 5.19 of the Amended and Restated Credit
Agreement (the “Post-Closing Matters Schedule”) shall be completed in compliance with the
timing requirements set forth in the Post-Closing Matters Schedule.



3. All consents and approvals required to be obtained in connection with the execution and delivery
of all Collateral Documents, the performance of the obligations thereunder and the granting of the
Liens thereunder have been obtained; provided that any actions required in connection with this
Agreement with respect to aircraft collateral, rail asset collateral and other collateral as
described in the Post-Closing Matters Schedule shall be completed in compliance with the timing
requirements set forth in the Post-Closing Matters Schedule.




 









 








Schedule 4



The Existing Agent shall have delivered to the Successor Agent (i) a copy of the Register
(including a true and complete list of all the Lenders and their respective outstanding commitments
and Loans) updated as of the close of business on the date immediately preceding the Effective
Time; (ii) an interest accrual report; (iii) any other documents evidencing the amount of
principal, interest and other sums due under the Credit Documents to the extent such information is
not contained in the materials described in clauses (i) and (ii) above; and (iv) notice and payment
instructions as may be reasonably requested by the Successor Agent as of the close of business on
the date immediately preceding the Effective Time to the extent the Existing Agent is reasonably
satisfied that such information is not subject to confidentiality restrictions binding on it;
provided that the Existing Agent makes no representation or warranty as to the accuracy or
completeness of such information described in clause (iv).




 









 





EXHIBIT B




[Rescission and Termination of Security Interest]




[SEE ATTACHED]




 









 





EXECUTION VERSION




RESCISSION AND TERMINATION OF SECURITY INTEREST

(this “Termination”)




CIT FINANCIAL LTD./SERVICES FINANCIERS CIT LTEE




October 28, 2009




          Reference is made to (i) that certain Amended and Restated Credit and Guaranty Agreement,
dated as of July 29, 2009, by and among CIT Group Inc., a Delaware corporation (“CIT”),
certain subsidiaries of CIT, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and
the Lenders from time to time party thereto (as amended, supplemented and otherwise modified from
time to time prior to giving effect to the Amendment Agreement and the Agency Transfer Agreement
(each as defined below), the “Credit and Guaranty Agreement”; capitalized terms used herein
and not otherwise defined herein have the meaning given to them in the Credit and Guaranty
Agreement), (ii) that certain Amended and Restated Collateral Agreement, dated as of July 29, 2009,
between certain subsidiaries of CIT, including CIT Financial Ltd./Services Financiers CIT Ltee, an
Ontario corporation (the “Affected Grantor”), and Barclays Bank PLC, as Collateral Agent
(as amended, supplemented and otherwise modified from time to time prior to giving effect to the
Amendment Agreement and the Agency and Transfer Agreement, the “Collateral Agreement”),
pursuant to which the Affected Grantor granted to the Collateral Agent, for the benefit of the
Secured Parties, a security interest (the “Collateral Agreement Security Interest”) in all
of its right, title, and interest in, to and under the “Collateral” (as such term is defined
therein) of the Affected Grantor (the “Affected Grantor Collateral Agreement Collateral”),
(iii) that certain Amended and Restated Pledge Agreement, dated as of September 8, 2009, between
certain subsidiaries of CIT, including the Affected Grantor, and Barclays Bank PLC, as Collateral
Agent (the “Pledge Agreement”), pursuant to which the Affected Grantor granted to the
Collateral Agent, for the benefit of the Secured Parties, a security interest (the “Pledge
Agreement Security Interest” and, together with the Collateral Agreement Security Interest, the
“Security Interests”) in the “Collateral” (as such term is defined therein) of the Affected
Grantor (the “Affected Grantor Pledge Agreement Collateral” and, together with the Affected
Grantor Collateral Agreement Collateral, the “Affected Grantor Collateral”), (iv) that
certain Amendment Agreement, dated as of the date hereof, by and among CIT, certain subsidiaries of
CIT, Bank of America, N.A., as successor Administrative Agent and successor Collateral Agent, and
the Requisite Lenders party thereto (the “Amendment Agreement”), pursuant to which the
Requisite Lenders authorized and instructed Bank of America, N.A., as successor Administrative
Agent and successor Collateral Agent to execute and deliver this Termination and (v) the
Resignation, Waiver, Consent and Appointment Agreement, dated as of the date hereof, by and among,
inter alia, Barclays Bank PLC, as resigning Administrative Agent and resigning Collateral Agent,
Bank of America, N.A., as successor Administrative Agent and successor Collateral Agent, CIT and
certain subsidiaries of CIT and the Requisite Lenders party thereto (the “Agency Transfer
Agreement”), pursuant to which Bank of America, N.A. replaced Barclays Bank PLC as
Administrative Agent and Collateral Agent under the Credit and Guaranty Agreement and the other
Credit Documents.




 









 








          As the consequence of an oversight at the time of the closing under the Credit and Guaranty
Agreement, certain shares of Capital Stock of CIT Financial (Alberta) ULC (“ULC”) were
mistakenly pledged by the Affected Grantor to the Collateral Agent for the benefit of the Secured
Parties pursuant to the Collateral Agreement and the Pledge Agreement. CIT, as Borrower
Representative, the Affected Grantor and the Collateral Agent, on behalf of the Secured Parties,
hereby confirm their mutual understanding that (i) Affected Grantor’s signature on each of the
Collateral Agreement and the Pledge Agreement, (ii) any obligation of the Affected Grantor created
under the Collateral Agreement or the Pledge Agreement by the Affected Grantor’s execution and
delivery thereof and (iii) any purported pledge of such shares of Capital Stock of ULC to the
Collateral Agent pursuant to the Collateral Agreement and the Pledge Agreement, in each case was a
mistake, that it is rescinded and that it is null and void ab initio. In addition, the
Administrative Agent hereby acknowledges that the Affected Grantor shall be deemed not to be a
Credit Party under the Credit Agreement or any other Credit Documents, notwithstanding its
execution and delivery of this Termination, the Amendment Agreement or the Agency Transfer
Agreement.




          To execute and implement this understanding, Bank of America, N.A., as Collateral Agent,
hereby (i) expressly releases the Affected Grantor from any and all of its obligations and
conveyances under the Collateral Agreement and the Pledge Agreement with the same force and effect
as if the Affected Grantor had not been a party to Collateral Agreement and the Pledge Agreement
and (ii) hereby releases the Security Interests in the Affected Grantor Collateral granted by the
Affected Grantor under the Collateral Agreement and the Pledge Agreement.




          If and to the extent any portion of this Termination shall be rendered invalid, illegal or
unenforceable in any jurisdiction, Collateral Agent hereby (i) acknowledges that the Security
Interests are and shall be subordinate and junior to the security interest of any transferee of the
Affected Grantor in respect of the Affected Grantor Collateral, and any Person claiming title to,
or an interest in, through any such transferee, or any successor or assign of any of the foregoing
(each such Person, a “Transferee”) and (ii) expressly agrees that the Security Interests
are and shall remain subordinate and junior to any security interest granted by any Transferee,
regardless of the time of the recording, perfection or filing thereof or with respect thereto.




          The Collateral Agent acknowledges and agrees that each Transferee and its representatives are
expressly entitled to rely on this Termination, it being the intent of the Collateral Agent that
any such Transferee will acquire its interest in the Affected Grantor Collateral free of any rights
owned or held by the Collateral Agent to, against or in respect of the Affected Grantor Collateral
as a result of the Security Interests.




          The Collateral Agent hereby authorizes the Affected Grantor and any Transferee, at the sole
expense of the Affected Grantor or such Transferee, to file any and all documents, in form and
substance reasonably satisfactory to the Collateral Agent, necessary to effectuate or reflect in
the public record, the release and discharge of the Security Interests, including any




2









 







amendments to
any financing statement naming the Affected Grantor, as debtor, and the Collateral Agent, as
secured party (each, a “Financing Statement”) (including the Financing Statements listed on
Schedule 1 hereto), to terminate such Financing Statement.




          The Collateral Agent shall transfer and deliver promptly to the Affected Grantor any Affected
Grantor Collateral, now or hereafter in its possession as a result of the Security Interests.




          Nothing in this Termination is intended to, or shall (i) release any party (other than the
Affected Grantor) from its respective obligations under the Credit Documents, including, without
limitation, in respect of any indemnification obligations arising out of, or relating to, the
mistaken grant by the Affected Grantor of the Security Interests in the Affected Grantor Collateral
or this Termination or (ii) affect the Collateral Agent’s security interest in any Collateral
provided by any grantor (other than the Affected Grantor) pursuant to the Collateral Agreement or
the Pledge Agreement, all of which remains in full force and effect.




          THIS TERMINATION SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.




3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	CIT Group Inc.,

as Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT Financial Ltd./Services Financiers CIT Ltee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Bank of America, N.A.,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Schedule 1




Schedule of Financing Statements




DISTRICT OF COLUMBIA



A financing statement, covering collateral described as “All personal property of the debtor
now owned or hereafter acquired and wherever located” and identifying “CIT Financial Ltd.” as
debtor and “Barclays Bank PLC, as Collateral Agent” as secured party, was filed in the office of
the Recorder of Deeds of the District of Columbia and bears the file date July 23, 2009 and file
number 2009080434.



A financing statement, covering collateral described as “All personal property of the debtor
now owned or hereafter acquired and wherever located” and identifying “CIT Financial Ltd./Services
Financiers CIT LTEE” as debtor and “Barclays Bank PLC, as Collateral Agent” as secured party, was
filed in the office of the Recorder of Deeds of the District of Columbia and bears the file date
July 23, 2009 and file number 2009080272.



A financing statement, covering collateral described as “All personal property of the debtor
now owned or hereafter acquired and wherever located” and identifying “Services Financiers CIT
LTEE” as debtor and “Barclays Bank PLC, as Collateral Agent” as secured party, was filed in the
office of the Recorder of Deeds of the District of Columbia and bears the file date July 23, 2009
and file number 2009080276.




ONTARIO



A financing statement, claiming a security interest in collateral generically described as
“Accounts” and “Other” and containing a general collateral description described as “All of the
Debtor’s present and after-acquired interest in the Collateral and all proceeds therefrom” (as
further described therein) was registered against CIT Financial Ltd./Services Financiers CIT Ltée
pursuant to the Personal Property Security Act (Ontario) on behalf of Barclays Bank PLC, as
collateral agent on August 13, 2009 as Registration No. 20090813 0932 1862 3297 and Reference File
No. 655558407 for a period of 10 years.



A financing statement, claiming a security interest in collateral generically described as
“Accounts” and “Other” and containing a general collateral description described as “All of the
Debtor’s present and after-acquired interest in the Collateral and all proceeds therefrom” (as
further described therein) was registered against CIT Financial Ltd./Services Financiers CIT Ltée
pursuant to the Personal Property Security Act (Ontario) on behalf of Barclays Bank plc, as
collateral agent on July 27, 2009 as Registration No. 20090727 1738 1862 2135 and Reference File
No. 655176942 for a period of 10 years.




 









 








ALBERTA



A financing statement, claiming a security interest in collateral described as “All of the
Debtor’s present and after-acquired interest in the Collateral and all proceeds therefrom” (as
further described therein) was registered against CIT Financial Ltd./Services Financiers CIT Ltée
pursuant to the Personal Property Security Act (Alberta) on behalf of the Agent on August 13, 2009
as Registration No. 09081304154 for a period of 10 years.



A financing statement, claiming a security interest in collateral described as “All of the
Debtor’s present and after-acquired interest in the Collateral and all proceeds therefrom” (as
further described therein) was registered against CIT Financial Ltd./Services Financiers CIT Ltée
pursuant to the Personal Property Security Act (Alberta) on behalf of on behalf of Barclays Bank
plc, as collateral agent on July 27, 2009 as Registration No. 09072733037 for a period of 10 years.




 









 








EXHIBIT C




[Rescission and Termination of Security Interest]




[SEE ATTACHED]




 









 





EXECUTION VERSION



RESCISSION AND TERMINATION OF SECURITY INTEREST

(this “Termination”)




October 28, 2009




          Reference is made to (i) that certain Amended and Restated Credit and Guaranty Agreement,
dated as of July 29, 2009, by and among CIT Group Inc., a Delaware corporation (“CIT”),
certain subsidiaries of CIT, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and
the Lenders from time to time party thereto (as amended, supplemented and otherwise modified from
time to time prior to giving effect to the Amendment Agreement and the Agency Transfer Agreement
(each as defined below), the “Credit and Guaranty Agreement”; capitalized terms used herein
and not otherwise defined herein have the meaning given to them in the Credit and Guaranty
Agreement), (ii) that certain Amended and Restated Collateral Agreement, dated as of July 29, 2009,
between certain subsidiaries of CIT, including those entities listed on Schedule A hereto
(each such entity, an “Affected Grantor” and, collectively, the “Affected
Grantors”), and Barclays Bank PLC, as Collateral Agent (as amended, supplemented and otherwise
modified from time to time prior to giving effect to the Amendment Agreement and the Agency and
Transfer Agreement, the “Collateral Agreement”), pursuant to which each Affected Grantor
granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest
(collectively, the “Security Interests”) in all of its right, title, and interest in, to
and under the “Collateral” (as such term is defined therein) of such Affected Grantor, including
the Excess Pledged Collateral (as defined below) granted by such Affected Grantor, (iii) that
certain Amendment Agreement, dated as of the date hereof, by and among, inter alia, CIT, certain
subsidiaries of CIT, Bank of America, N.A., as successor Administrative Agent and successor
Collateral Agent and the Requisite Lenders party thereto (the “Amendment Agreement”),
pursuant to which the Requisite Lenders authorized and instructed Bank of America, N.A., as
successor Administrative Agent and successor Collateral Agent to execute and deliver this
Termination and (iv) the Resignation, Waiver, Consent and Appointment Agreement, dated as of the
date hereof, by and among, inter alia, Barclays Bank PLC, as resigning Administrative Agent and
resigning Collateral Agent, Bank of America, N.A., as successor Administrative Agent and successor
Collateral Agent, CIT and certain subsidiaries of CIT and the Requisite Lenders party thereto (the
“Agency Transfer Agreement”), pursuant to which Bank of America, N.A. replaced Barclays
Bank PLC as Administrative Agent and Collateral Agent under the Credit and Guaranty Agreement and
the other Credit Documents.




          As the consequence of an oversight at the time of the closing under the Credit and Guaranty
Agreement, the Affected Grantors mistakenly pledged to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Collateral Agreement the respective percentages of the outstanding
Capital Stock of certain of their subsidiaries (each, an “Issuer”) set forth under the
heading “Initial Pledge” in Schedule B. CIT, as Borrower Representative, the Affected
Grantors and the Collateral Agent, on behalf of the Secured Parties, hereby confirm their mutual
understanding that the respective percentages of the outstanding Capital Stock of each Issuer
intended to be pledged by the Affected Grantors to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Collateral Agreement are as set forth under the heading “Intended




 









 







Pledge” in Schedule B and that the pledge to the Collateral Agent for the benefit of
the Secured Parties pursuant to the Collateral Agreement of any amount of Capital Stock of the
Issuers by the Affected Grantors in excess of such percentages (such excess amount so pledged, the
“Excess Pledged Collateral”) was a mistake, that it is rescinded and that it is null and
void ab initio.




          To execute and implement this understanding, Bank of America, N.A., as Collateral Agent,
hereby expressly releases the Security Interest in the Excess Pledged Collateral granted by each
Affected Grantor under the Collateral Agreement, as against such Affected Grantor, any transferee
of such Affected Grantor in respect of such Excess Pledged Collateral and any Person claiming title
to, or an interest in, such Excess Pledged Collateral through any such Person, or any successor or
assign of any of the foregoing (each such Person, a “Transferee”).




          If and to the extent any portion of this Termination shall be rendered invalid, illegal or
unenforceable in any jurisdiction, Collateral Agent hereby (i) acknowledges that the Security
Interests in the Excess Pledged Collateral are and shall be subordinate and junior to the security
interest of any Transferee of the Affected Grantors in respect of such Excess Pledged Collateral
and (ii) expressly agrees that the Security Interests in the Excess Pledged Collateral are and
shall remain subordinate and junior to any security interest granted by any Transferee, regardless
of the time of the recording, perfection or filing thereof or with respect thereto.




          The Collateral Agent acknowledges and agrees that each Transferee and its representatives are
expressly entitled to rely on this Termination, it being the intent of the Collateral Agent that
any such Transferee will acquire its interest in any Excess Pledged Collateral free of any rights
owned or held by the Collateral Agent to, against or in respect of the Excess Pledged Collateral as
a result of the Security Interests in such Excess Pledged Collateral.




          The Collateral Agent hereby authorizes the Affected Grantors and any Transferee, at the sole
expense of the Affected Grantors or such Transferee, with respect to the Excess Pledged Collateral
only, to file any and all documents, in form and substance reasonably satisfactory to the
Collateral Agent, necessary to effectuate or reflect in the public record, the release and
discharge of the Security Interests in the Excess Pledged Collateral, including any amendments to
any financing statement naming any Affected Grantor, as debtor, and the Collateral Agent, as
secured party (each, a “Financing Statement”).




2









 








          The Collateral Agent shall transfer and deliver promptly to the Affected Grantors any Excess
Pledged Collateral, now or hereafter in its possession as a result of the Security Interests in
such Excess Pledged Collateral.




          Nothing in this Termination shall affect the Collateral Agent’s security interest in (i) any
Collateral provided by any grantor (other than the Affected Grantors) pursuant to the Collateral
Agreement, all of which remains in full force and effect or (ii) any Collateral provided by the
Affected Grantors other than the Excess Pledged Collateral.




          THIS TERMINATION SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.




3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	Bank of America, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT Group Inc.,

as Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Affected Grantors:


Capita Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT Communications Finance Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 












 





Schedule A




Affected Grantors



Capita Corporation

CIT Communications Finance Corporation




5









 








Schedule B




Pledged Capital Stock




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cert.	 	No. of	 	Initial	 	Intended	 	Percentage
	Affected Grantor	 	Issuer	 	No.	 	Shares	 	Pledge	 	Pledge	 	Owned
	Capita Corporation
	 	Capita International L.L.C.	 	 	 	 	 	 	 	 	 	 	99	%	 	 	65	%	 	 	99	%
	CIT Communications Finance Corporation
	 	Capita International L.L.C.	 	 	 	 	 	 	 	 	 	 	1	%	 	 	0	%	 	 	1	%






 









 






EXHIBIT D




[Rescission and Termination of Security Interest]




[SEE ATTACHED]




 









 





EXECUTION VERSION




RESCISSION AND TERMINATION OF SECURITY INTEREST

(this “Termination”)




October 28, 2009




     Reference is made to (i) that certain Amended and Restated Credit and Guaranty Agreement,
dated as of July 29, 2009, by and among CIT Group Inc., a Delaware corporation (“CIT”),
certain subsidiaries of CIT, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and
the Lenders from time to time party thereto (as amended, supplemented and otherwise modified from
time to time prior to giving effect to the Amendment Agreement and the Agency Transfer Agreement
(each as defined below), the “Credit and Guaranty Agreement”; capitalized terms used herein
and not otherwise defined herein have the meaning given to them in the Credit and Guaranty
Agreement), (ii) that certain Amended and Restated Collateral Agreement, dated as of July 29, 2009,
between certain subsidiaries of CIT, including Capita Corporation, a Delaware corporation (the
“Affected Grantor”), and Barclays Bank PLC, as Collateral Agent (as amended, supplemented
and otherwise modified from time to time prior to giving effect to the Amendment Agreement and the
Agency and Transfer Agreement, the “Collateral Agreement”), pursuant to which the Affected
Grantor granted to the Collateral Agent, for the benefit of the Secured Parties, a security
interest (the “Security Interest”) in all of its right, title, and interest in, to and
under the “Collateral” (as such term is defined therein) of the Affected Grantor, including the
Excess Pledged Collateral (as defined below) granted by the Affected Grantor, (iii) that certain
Amendment Agreement, dated as of the date hereof, by and among, inter alia, CIT, certain
subsidiaries of CIT, Bank of America, N.A., as successor Administrative Agent and successor
Collateral Agent, and the Requisite Lenders party thereto (the “Amendment Agreement”),
pursuant to which the Requisite Lenders authorized and instructed Bank of America, N.A., as
successor Administrative Agent and successor Collateral Agent to execute and deliver this
Termination and (iv) the Resignation, Waiver, Consent and Appointment Agreement, dated as of the
date hereof, by and among, inter alia, Barclays Bank PLC, as resigning Administrative Agent and
resigning Collateral Agent, Bank of America, N.A., as successor Administrative Agent and successor
Collateral Agent, CIT and certain subsidiaries of CIT and the Requisite Lenders party thereto (the
“Agency Transfer Agreement”), pursuant to which Bank of America, N.A. replaced Barclays
Bank PLC as Administrative Agent and Collateral Agent under the Credit and Guaranty Agreement and
the other Credit Documents.



     As the consequence of an oversight at the time of the closing under the Credit and Guaranty
Agreement, the Affected Grantor mistakenly pledged to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Collateral Agreement the percentage of the outstanding Capital
Stock of Arrendadora Capita Corporation, S.A. de C.V. (the “Issuer”) set forth under the
heading “Initial Pledge” in Schedule A. CIT, as Borrower Representative, the Affected
Grantor and the Collateral Agent, on behalf of the Secured Parties, hereby confirm their mutual
understanding that the percentage of the outstanding Capital Stock of the Issuer intended to be
pledged by the Affected Grantor to the Collateral Agent for the benefit of the Secured Parties



 









 







pursuant to the Collateral Agreement is set forth under the heading “Intended Pledge” in
Schedule A and that the pledge to the Collateral Agent for the benefit of the Secured
Parties pursuant to the Collateral Agreement of any amount of Capital Stock of the Issuer by the Affected
Grantor in excess of such percentage (such excess amount so pledged, the “Excess Pledged
Collateral”) was a mistake, that it is rescinded and that it is null and void ab initio.



     To execute and implement this understanding, Bank of America, N.A., as Collateral Agent,
hereby expressly releases the Security Interest in the Excess Pledged Collateral granted by the
Affected Grantor under the Collateral Agreement, as against the Affected Grantor, any transferee of
the Affected Grantor in respect of such Excess Pledged Collateral and any Person claiming title to,
or an interest in, such Excess Pledged Collateral through any such Person, or any successor or
assign of any of the foregoing (each such Person, a “Transferee”).



     If and to the extent any portion of this Termination shall be rendered invalid, illegal or
unenforceable in any jurisdiction, Collateral Agent hereby (i) acknowledges that the Security
Interest in the Excess Pledged Collateral is and shall be subordinate and junior to the security
interest of any Transferee of the Affected Grantors in respect of such Excess Pledged Collateral
and (ii) expressly agrees that the Security Interest in the Excess Pledged Collateral is and shall
remain subordinate and junior to any security interest granted by any Transferee, regardless of the
time of the recording, perfection or filing thereof or with respect thereto.



     The Collateral Agent acknowledges and agrees that each Transferee and its representatives are
expressly entitled to rely on this Termination, it being the intent of the Collateral Agent that
any such Transferee will acquire its interest in any Excess Pledged Collateral free of any rights
owned or held by the Collateral Agent to, against or in respect of the Excess Pledged Collateral as
a result of the Security Interest in such Excess Pledged Collateral.



     The Collateral Agent hereby authorizes the Affected Grantor and any Transferee, at the sole
expense of the Affected Grantor or such Transferee, with respect to the Excess Pledged Collateral
only, to file any and all documents, in form and substance reasonably satisfactory to the
Collateral Agent, necessary to effectuate or reflect in the public record, the release and
discharge of the Security Interest in the Excess Pledged Collateral, including any amendments to
any financing statement naming any Affected Grantor, as debtor, and the Collateral Agent, as
secured party (each, a “Financing Statement”).



     The Collateral Agent shall transfer and deliver promptly to the Affected Grantor any Excess
Pledged Collateral, now or hereafter in its possession as a result of the Security Interest in such
Excess Pledged Collateral.



     Nothing in this Termination shall affect the Collateral Agent’s security interest in (i) any
Collateral provided by any grantor (other than the Affected Grantor) pursuant to the Collateral
Agreement, all of which remains in full force and effect or (ii) any Collateral provided by the
Affected Grantor other than the Excess Pledged Collateral.



2









 





     THIS TERMINATION SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.



3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	Bank of America, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT Group Inc.,

as Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Affected Grantor:


Capita Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Schedule A




Pledged Capital Stock




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cert.	 	No. of	 	Initial	 	Intended	 	Percentage
	Affected Grantor	 	Issuer	 	No.	 	Shares	 	Pledge	 	Pledge	 	Owned
	Capita Corporation
	 	Arrendadora Capita Corporation, S.A. de C.V.	 	 	 	 	 	 	 	 	 	 	65	%	 	 	44	%	 	 	68.9	%






 









 






EXHIBIT E




[Rescission and Termination of Security Interest]




[SEE ATTACHED]




 









 





EXECUTION VERSION




RESCISSION AND TERMINATION OF SECURITY INTEREST

(this “Termination”)




October 28, 2009




     Reference is made to (i) that certain Amended and Restated Credit and Guaranty Agreement,
dated as of July 29, 2009, by and among CIT Group Inc., a Delaware corporation (“CIT”),
certain subsidiaries of CIT, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and
the Lenders from time to time party thereto (as amended, supplemented and otherwise modified from
time to time prior to giving effect to the Amendment Agreement and the Agency Transfer Agreement
(each as defined below), the “Credit and Guaranty Agreement”; capitalized terms used herein
and not otherwise defined herein have the meaning given to them in the Credit and Guaranty
Agreement), (ii) that certain Amended and Restated Collateral Agreement, dated as of July 29, 2009,
between certain subsidiaries of CIT, including C.I.T. Leasing Corporation, a Delaware corporation
(the “Affected Grantor”), and Barclays Bank PLC, as Collateral Agent (as amended,
supplemented and otherwise modified from time to time prior to giving effect to the Amendment
Agreement and the Agency and Transfer Agreement, the “Collateral Agreement”), pursuant to
which the Affected Grantor granted to the Collateral Agent, for the benefit of the Secured Parties,
a security interest (the “Security Interest”) in all of its right, title, and interest in,
to and under the “Collateral” (as such term is defined therein) of the Affected Grantor, including
the Pledged Shares (as defined below) granted by the Affected Grantor, (iii) that certain Amendment
Agreement, dated as of the date hereof, by and among, inter alia, CIT, certain subsidiaries of CIT,
Bank of America, N.A., as successor Administrative Agent and successor Collateral Agent, and the
Requisite Lenders party thereto (the “Amendment Agreement”), pursuant to which the
Requisite Lenders authorized and instructed Bank of America, N.A., as successor Administrative
Agent and successor Collateral Agent to execute and deliver this Termination and (iv) the
Resignation, Waiver, Consent and Appointment Agreement, dated as of the date hereof, by and among,
inter alia, Barclays Bank PLC, as resigning Administrative Agent and resigning Collateral Agent,
Bank of America, N.A., as successor Administrative Agent and successor Collateral Agent, CIT and
certain subsidiaries of CIT and the Requisite Lenders party thereto (the “Agency Transfer
Agreement”), pursuant to which Bank of America, N.A. replaced Barclays Bank PLC as
Administrative Agent and Collateral Agent under the Credit and Guaranty Agreement and the other
Credit Documents.



     As the consequence of an oversight at the time of the closing under the Credit and Guaranty
Agreement, all shares of Capital Stock of CIT Holdings, LLC (“CIT Holdings”) were
mistakenly pledged (the “Pledged Shares”) by the Affected Grantor to the Collateral Agent
for the benefit of the Secured Parties pursuant to the Collateral Agreement. CIT, as Borrower
Representative, the Affected Grantor and the Collateral Agent, on behalf of the Secured Parties,
hereby confirm their mutual understanding
that the Affected Grantor’s pledge of the Pledged Shares to the Collateral Agent pursuant to
the Collateral Agreement was a mistake, that it is rescinded and that it is null and void ab
initio.



 









 





     To execute and implement this understanding, Bank of America, N.A., as Collateral Agent,
hereby expressly releases the Security Interest in the Pledged Shares granted by the Affected
Grantor under the Collateral Agreement, as against the Affected Grantor, any transferee of the
Affected Grantor in respect of such Pledged Shares and any Person claiming title to, or an interest
in, such Pledged Shares through any such Person, or any successor or assign of any of the foregoing
(each such Person, a “Transferee”).



     If and to the extent any portion of this Termination shall be rendered invalid, illegal or
unenforceable in any jurisdiction, Collateral Agent hereby (i) acknowledges that the Security
Interest in the Pledged Shares is and shall be subordinate and junior to the security interest of
any Transferee of the Affected Grantors in respect of such Pledged Shares and (ii) expressly agrees
that the Security Interest in the Pledged Shares is and shall remain subordinate and junior to any
security interest granted by any Transferee, regardless of the time of the recording, perfection or
filing thereof or with respect thereto.



     The Collateral Agent acknowledges and agrees that each Transferee and its representatives are
expressly entitled to rely on this Termination, it being the intent of the Collateral Agent that
any such Transferee will acquire its interest in any Pledged Shares free of any rights owned or
held by the Collateral Agent to, against or in respect of the Pledged Shares as a result of the
Security Interest in such Pledged Shares.



     The Collateral Agent hereby authorizes the Affected Grantor and any Transferee, at the sole
expense of the Affected Grantor or such Transferee, with respect to the Pledged Shares only, to
file any and all documents, in form and substance reasonably satisfactory to the Collateral Agent,
necessary to effectuate or reflect in the public record, the release and discharge of the Security
Interest in the Pledged Shares, including any amendments to any financing statement naming any
Affected Grantor, as debtor, and the Collateral Agent, as secured party (each, a “Financing
Statement”).



     The Collateral Agent shall transfer and deliver promptly to the Affected Grantor any Pledged
Shares, now or hereafter in its possession as a result of the Security Interest in such Pledged
Shares.



2









 





     Nothing in this Termination shall affect the Collateral Agent’s security interest in (i) any
Collateral provided by any grantor (other than the Affected Grantor) pursuant to the Collateral
Agreement, all of which remains in full force and effect or (ii) any Collateral provided by the
Affected Grantor other than the Pledged Shares.



     This Termination shall not become effective and shall have no force and effect until the date
that is the later of (i) the date of the consummation of the merger of CIT Holdings with and into
the Affected Grantor, in which the Affected Grantor is the sole surviving corporation and (ii) the
date hereof.



     THIS TERMINATION SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.



3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	Bank of America, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT Group Inc.,

as Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Affected Grantor:


C.I.T. Leasing Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT F




BORROWER COUNTERPART AGREEMENT






     This BORROWER COUNTERPART AGREEMENT, dated October 28, 2009 (this “Borrower Counterpart
Agreement”), is delivered pursuant to that certain Amended and Restated Credit and Guaranty
Agreement, dated as of July 29, 2009 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among CIT GROUP INC., a Delaware corporation
(“Company”), certain subsidiaries of Company, as borrowers (together with Company,
“Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto from
time to time, and BARCLAYS BANK PLC, as administrative agent and collateral agent.




     Reference is made to (i) the Resignation, Waiver, Consent and Appointment Agreement,
dated as of the date hereof, by and among, inter alia, Barclays Bank PLC, as resigning
Administrative Agent and resigning Collateral Agent, Bank of America, N.A., as successor
Administrative Agent and successor Collateral Agent, the Company and certain subsidiaries of
the Company and the Requisite Lenders party thereto (the “Agency Transfer Agreement”),
pursuant to which Bank of America, N.A. replaced Barclays Bank PLC as Administrative Agent and
Collateral Agent under the Credit Agreement and the other Credit Documents and (ii) that
certain Amendment Agreement, dated as of the date hereof, by and among the Company, certain
subsidiaries of the Company, Bank of America, N.A., as successor Administrative Agent and
successor Collateral Agent, and the Requisite Lenders party thereto (the “Amendment
Agreement”), pursuant to which the Requisite Lenders acknowledge that C.I.T. Leasing
Corporation and The CIT Group/Equipment Financing, Inc. shall become Subsidiary Borrowers
under the Credit Agreement upon execution and delivery of this Borrower Counterpart Agreement.




     Section 1. Pursuant to Section I(c) of the Amendment Agreement, C.I.T. Leasing
Corporation (“CIT Leasing”) and The CIT Group/Equipment Financing, Inc. (“CIT
Equipment”, and together with CIT Leasing the “Additional Borrowers”) hereby:




     (a) agree that this Borrower Counterpart Agreement may be attached to the Credit
Agreement and that by the execution and delivery hereof, the Additional Borrowers shall become
Subsidiary Borrowers for all purposes under the Credit Agreement and the other Credit
Documents;




     (b) agree that they shall (i) be bound by all covenants, agreements, acknowledgements and
other terms and provisions applicable to them, as Subsidiary Borrowers pursuant to the Credit
Agreement and the other Credit Documents and
(ii) perform all obligations required of them pursuant to the Credit Agreement and such
other Credit Documents, including the due and punctual payment in full of all Obligations when
the same shall become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would come due



 









 







but for the operation
of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a));




     (c) agree to irrevocably and unconditionally guaranty the due and punctual payment in
full of all Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would come due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. § 362(a)), in accordance with Section 7 of the Credit Agreement;
and




     (d) represent and warrant that (i) each of the representations and warranties set forth
in the Credit Agreement and each other Credit Document and applicable to the Additional
Borrowers is true and correct in all material respects (except such representations and
warranties that by their terms are qualified by materiality or a Material Adverse Effect,
which representations and warranties shall be true and correct in all respects) with respect
to the Additional Borrowers after giving effect to this Borrower Counterpart Agreement, except
to the extent that any such representation and warranty relates solely to any earlier date, in
which case such representation and warranty is true and correct as of such earlier date; (ii)
immediately prior to and immediately after the effectiveness of this Borrower Counterpart
Agreement, no event has occurred or is continuing or would result from the transactions
contemplated hereby that would constitute an Event of Default or a Default; and (iii) they are
Wholly-Owned Subsidiaries of Company.




     Section 2. The Additional Borrowers agree at any time or from time to time upon the
request of Administrative Agent or Collateral Agent, at the Additional Borrowers’ expense, to
promptly execute, acknowledge and deliver such further documents and do such other acts and
things as Administrative Agent or Collateral Agent may reasonably request in order to effect
fully the purposes of the Credit Documents, including providing Lenders with any information
reasonably requested pursuant to Section 10.22 of the Credit Agreement. Neither this Borrower
Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated,
except by an instrument in writing signed by the party (including, if applicable, any party
required to evidence its consent to or acceptance of this Borrower Counterpart Agreement)
against whom enforcement of such change, waiver, discharge or termination is sought. Any
notice or other communication herein required or permitted to be given shall be given pursuant
to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of
the undersigned shall be the address as set forth on the signature page hereof. In case any
provision in or obligation under this Borrower Counterpart Agreement shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.




     THIS BORROWER COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



2









 





[Remainder of page intentionally left blank]




 









 









     IN WITNESS WHEREOF, each of the undersigned has caused this Borrower Counterpart
Agreement to be duly executed and delivered by its duly authorized officer as of the date
above first written.



	 	 	 	 	 
	 	C.I.T. LEASING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE CIT GROUP/EQUIPMENT FINANCING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:



CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention: Glenn Votek, Executive Vice President & Treasurer

Fax: (973) 740-5750

E-mail: glenn.votek@cit.com




in each case, with a copy to:



CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention: General Counsel

Fax: (973) 740-5264

E-mail: robert.ingato@cit.com




in each case, with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attention: Sarah Ward

Fax: 917-777-2126

E-mail: sarah.ward@skadden.com




 









 








ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent




	 	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






 









 






EXHIBIT G




[Second Amended and Restated Credit Agreement]




[SEE ATTACHED]




 









 





EXECUTION COPY




SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




dated as of October 28, 2009




among




CIT GROUP INC.,




CERTAIN SUBSIDIARIES OF CIT GROUP INC.,




VARIOUS LENDERS,




and




BANK OF AMERICA, N.A.,




as Administrative Agent and Collateral Agent




 






BANC OF AMERICA SECURITIES LLC




and




CITIGROUP GLOBAL MARKETS INC.,




as Joint Lead Arrangers, Bookrunners and Syndication Agents




 






$7,500,000,000 Senior Secured Credit Facilities




 







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	1.1 Definitions
	 	 	2	 
	1.2 Accounting Terms
	 	 	48	 
	1.3 Interpretation, etc
	 	 	49	 
	 
	 	 	 	 
	SECTION 2. LOANS
	 	 	49	 
	2.1 Term Loans
	 	 	49	 
	2.2 Pro Rata Shares; Availability of Funds
	 	 	51	 
	2.3 Use of Proceeds
	 	 	52	 
	2.4 Evidence of Debt; Register; Lenders’ Books and Records; Notes
	 	 	52	 
	2.5 Interest on Loans
	 	 	53	 
	2.6 Conversion/Continuation
	 	 	54	 
	2.7 Default Interest
	 	 	55	 
	2.8 Fees; Initial Yield Payment
	 	 	55	 
	2.9 Voluntary Prepayments
	 	 	56	 
	2.10 Mandatory Prepayments
	 	 	57	 
	2.11 Application of Prepayments/Reductions
	 	 	58	 
	2.12 General Provisions Regarding Payments
	 	 	59	 
	2.13 Ratable Sharing
	 	 	61	 
	2.14 Making or Maintaining LIBOR Rate Loans
	 	 	62	 
	2.15 Increased Costs; Capital Adequacy; Reserves on LIBOR Rate Loans
	 	 	64	 
	2.16 Taxes; Withholding, etc
	 	 	65	 
	2.17 Obligation to Mitigate
	 	 	69	 
	2.18 Defaulting Lenders
	 	 	69	 
	2.19 Removal or Replacement of a Lender
	 	 	70	 
	2.20 New Term Loan Facility
	 	 	71	 
	2.21 Tranche 2 Term Loan Facility
	 	 	71	 
	 
	 	 	 	 
	SECTION 3. CONDITIONS PRECEDENT
	 	 	77	 
	3.1 Closing Date
	 	 	77	 
	3.2 Conditions to Each Credit Extension
	 	 	78	 
	 
	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES
	 	 	79	 
	4.1 Organization; Requisite Power and Authority; Qualification
	 	 	79	 
	4.2 Capital Stock and Ownership
	 	 	80	 
	4.3 Due Authorization
	 	 	80	 
	4.4 No Conflict
	 	 	80	 
	4.5 Governmental Consents
	 	 	80	 
	4.6 Binding Obligation
	 	 	80	 
	4.7 Historical Financial Statements
	 	 	81	 
	4.8 [Reserved]
	 	 	81	 
	4.9 No Material Adverse Change
	 	 	81	 
	4.10 No Restricted Junior Payments
	 	 	81	 






 









 






	 	 	 	 	 
	4.11 Adverse Proceedings, etc
	 	 	81	 
	4.12 Payment of Taxes
	 	 	81	 
	4.13 Properties
	 	 	82	 
	4.14 Environmental Matters
	 	 	82	 
	4.15 No Defaults
	 	 	83	 
	4.16 Governmental Regulation
	 	 	83	 
	4.17 Margin Stock
	 	 	83	 
	4.18 Employee Matters
	 	 	83	 
	4.19 Employee Benefit Plans
	 	 	84	 
	4.20 Certain Fees
	 	 	84	 
	4.21 Solvency
	 	 	84	 
	4.22 Compliance with Statutes, etc
	 	 	84	 
	4.23 Disclosure
	 	 	85	 
	4.24 Terrorism Laws and FCPA
	 	 	85	 
	4.25 Insurance
	 	 	85	 
	4.26 Common Enterprise
	 	 	85	 
	4.27 Security Interest in Collateral
	 	 	86	 
	4.28 Intellectual Property
	 	 	86	 
	4.29 Permits, etc
	 	 	86	 
	4.30 Unencumbered Assets
	 	 	86	 
	4.31 Conversion of Intercompany Loans to Company
	 	 	86	 
	 
	 	 	 	 
	SECTION 5. AFFIRMATIVE COVENANTS
	 	 	87	 
	5.1 Financial Statements and Other Reports
	 	 	87	 
	5.2 Existence
	 	 	91	 
	5.3 Payment of Taxes and Claims
	 	 	92	 
	5.4 Maintenance of Properties
	 	 	92	 
	5.5 Insurance
	 	 	92	 
	5.6 Books and Records; Inspections
	 	 	93	 
	5.7 Lenders Meetings
	 	 	93	 
	5.8 Compliance with Laws
	 	 	93	 
	5.9 Environmental
	 	 	94	 
	5.10 Restricted Subsidiaries
	 	 	96	 
	5.11 [Intentionally Omitted]
	 	 	97	 
	5.12 [Intentionally Omitted]
	 	 	97	 
	5.13 Further Assurances
	 	 	97	 
	5.14 Non-Consolidation; Accounts
	 	 	98	 
	5.15 Use of Proceeds
	 	 	100	 
	5.16 Unrestriction of Subsidiary Borrower
	 	 	100	 
	5.17 Approved Restructuring Plan
	 	 	101	 
	5.18 Ratings
	 	 	101	 
	5.19 Post Closing Matters.
	 	 	101	 
	5.20 Cash Management Order
	 	 	102	 
	5.21 Other Bankruptcy Matters
	 	 	102	 
	 
	 	 	 	 
	SECTION 6. NEGATIVE COVENANTS
	 	 	103	 
	6.1 Indebtedness
	 	 	103	 






ii









 






	 	 	 	 	 
	6.2 Liens
	 	 	107	 
	6.3 No Further Negative Pledges
	 	 	111	 
	6.4 Restricted Junior Payments
	 	 	112	 
	6.5 Restrictions on Restricted Subsidiary Distributions
	 	 	113	 
	6.6 Investments
	 	 	114	 
	6.7 Financial Covenants
	 	 	117	 
	6.8 Fundamental Changes; Disposition of Assets; Acquisitions
	 	 	118	 
	6.9 [Reserved]
	 	 	121	 
	6.10 Sales and Lease Backs
	 	 	121	 
	6.11 Transactions with Shareholders and Affiliates
	 	 	121	 
	6.12 Conduct of Business
	 	 	122	 
	6.13 Permitted Activities
	 	 	123	 
	6.14 Investments in a Debtor
	 	 	123	 
	6.15 Investments in Regulated Entities
	 	 	123	 
	6.16 Fiscal Year
	 	 	123	 
	6.17 Permitted Activities of Certain Subsidiaries.
	 	 	123	 
	6.18 Amendments to Organizational Documents
	 	 	123	 
	6.19 Prepayments of Certain Indebtedness and Payments with Proceeds of Loans or Collateral
	 	 	123	 
	6.20 Issuance of Disqualified Capital Stock
	 	 	124	 
	6.21 Capital Stock of Subsidiaries
	 	 	124	 
	6.22 Platform Asset Transfers Excluded
	 	 	124	 
	6.23 TRS Facility Transactions
	 	 	125	 
	 
	 	 	 	 
	SECTION 7. GUARANTY
	 	 	125	 
	7.1 Guaranty of the Obligations
	 	 	125	 
	7.2 Contribution by Guarantors
	 	 	125	 
	7.3 Payment by Guarantors
	 	 	126	 
	7.4 Liability of Guarantors Absolute
	 	 	126	 
	7.5 Waivers by Guarantors
	 	 	128	 
	7.6 Guarantors’ Rights of Subrogation, Contribution, etc
	 	 	129	 
	7.7 Subordination of Other Obligations
	 	 	130	 
	7.8 Continuing Guaranty
	 	 	130	 
	7.9 Authority of Guarantors or Borrowers
	 	 	130	 
	7.10 Financial Condition of Borrowers
	 	 	130	 
	7.11 Bankruptcy, etc.
	 	 	131	 
	7.12 Discharge of Guaranty Upon Sale of Guarantor
	 	 	131	 
	7.13 Taxes
	 	 	131	 
	 
	 	 	 	 
	SECTION 8. EVENTS OF DEFAULT
	 	 	132	 
	8.1 Events of Default
	 	 	132	 
	 
	 	 	 	 
	SECTION 9. AGENTS
	 	 	136	 
	9.1 Appointment of Agents
	 	 	136	 
	9.2 Powers and Duties
	 	 	136	 
	9.3 General Immunity
	 	 	137	 
	9.4 Agents Entitled to Act as Lender
	 	 	139	 






iii









 






	 	 	 	 	 
	9.5 Lenders’ Representations, Warranties and Acknowledgment
	 	 	139	 
	9.6 Right to Indemnity
	 	 	140	 
	9.7 Successor Administrative Agent; Collateral Agent
	 	 	140	 
	9.8 Reserved
	 	 	143	 
	9.9 Proofs of Claim
	 	 	143	 
	9.10 Arrangers
	 	 	143	 
	9.11 Lenders Steering Committee
	 	 	144	 
	 
	 	 	 	 
	SECTION 10. MISCELLANEOUS
	 	 	146	 
	10.1 Notices
	 	 	146	 
	10.2 Expenses
	 	 	147	 
	10.3 Indemnity
	 	 	149	 
	10.4 Set Off
	 	 	150	 
	10.5 Amendments and Waivers
	 	 	151	 
	10.6 Successors and Assigns; Participations
	 	 	153	 
	10.7 Special Purpose Funding Companies
	 	 	157	 
	10.8 Independence of Covenants
	 	 	157	 
	10.9 Survival of Representations, Warranties and Agreements
	 	 	158	 
	10.10 No Waiver; Remedies Cumulative
	 	 	158	 
	10.11 Marshalling; Payments Set Aside
	 	 	158	 
	10.12 Severability
	 	 	158	 
	10.13 Obligations Several; Independent Nature of Lenders’ Rights
	 	 	158	 
	10.14 Headings
	 	 	159	 
	10.15 APPLICABLE LAW
	 	 	159	 
	10.16 CONSENT TO JURISDICTION
	 	 	159	 
	10.17 WAIVER OF JURY TRIAL
	 	 	159	 
	10.18 Confidentiality
	 	 	160	 
	10.19 Usury Savings Clause
	 	 	161	 
	10.20 Collateral Documents and Guaranty
	 	 	161	 
	10.21 Effectiveness
	 	 	164	 
	10.22 Patriot Act
	 	 	165	 
	10.23 Disclosure
	 	 	165	 
	10.24 Appointment for Perfection
	 	 	165	 
	10.25 Electronic Execution of Assignments
	 	 	165	 
	10.26 No Fiduciary Duty
	 	 	165	 
	10.27 [Reserved]
	 	 	166	 
	10.28 Entire Agreement
	 	 	166	 
	10.29 Borrower Representative
	 	 	166	 
	10.30 Amendment and Restatement
	 	 	167	 
	10.31 Exit Facility
	 	 	167	 






iv









 






	 	 	 	 	 
	APPENDICES:

	 	A
	 	Notice Addresses
	 
	 	 	 	 
	SCHEDULES:

	 	1.1A
	 	Future Collateral Procedures
	 

	 	1.1B
	 	Refinancing Eligible Debt
	 

	 	1.1C
	 	Regulated Entities
	 

	 	2.1
	 	Borrower Amounts
	 

	 	4.1
	 	Jurisdictions of Organization and Qualification
	 

	 	4.2
	 	Capital Stock and Ownership
	 

	 	4.11
	 	Adverse Proceedings
	 

	 	5.19
	 	Post Closing Matters
	 

	 	6.8(m)
	 	Sales of Assets and Acquisitions
	 

	 	9.11
	 	Lenders Steering Committee
	 
	 	 	 	 
	EXHIBITS:

	 	A-1
	 	Funding Notice
	 

	 	A-2
	 	Conversion/Continuation Notice
	 

	 	B
	 	Note
	 

	 	C
	 	Compliance Certificate
	 

	 	D
	 	Opinions of Counsel
	 

	 	E
	 	Assignment Agreement
	 

	 	F
	 	Certificates Regarding Non-bank Status
	 

	 	G-1
	 	Closing Date Certificate
	 

	 	G-2
	 	Solvency Certificate
	 

	 	H
	 	Guarantor Counterpart Agreement
	 

	 	I
	 	Collateral Agreement
	 

	 	J
	 	Joinder Agreement
	 

	 	K
	 	Borrower Counterpart Agreement
	 

	 	L
	 	Borrower Assumption Agreement
	 

	 	M
	 	Funding Account Certificate
	 

	 	N
	 	Sweep Account Certificate
	 

	 	O
	 	Aircraft Assignment Agreement
	 

	 	P
	 	Administrative Questionnaire







v









 








SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




          This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of October 28, 2009,
is entered into by and among CIT GROUP INC., a Delaware corporation (“Company”), CERTAIN
SUBSIDIARIES OF CIT GROUP INC., the Lenders party hereto from time to time, BANK OF AMERICA, N.A.,
as Administrative Agent (in such capacity, or any successor thereto pursuant to the terms hereof,
“Administrative Agent”) and Collateral Agent (in such capacity, or any successor thereto pursuant
to the terms hereof, “Collateral Agent”), and amends and restates in its entirety that certain
Amended and Restated Credit and Guaranty Agreement dated as of July 29, 2009 (as amended prior to
the date hereof, the “Existing Credit Agreement”), by and among the Company, the lenders party
thereto and Barclays Bank PLC, as administrative agent and collateral agent for such lenders
thereunder.




RECITALS:




          WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth
for such terms in Section 1.1 hereof;




          WHEREAS, pursuant to the Original Credit Agreement, the Lenders thereunder extended a term
loan facility to Borrowers, in an aggregate amount equal to $2,000,000,000 (which amount was
increased to $3,000,000,000 pursuant to Section 2.20 of the Existing Credit Agreement), the
proceeds of which shall be used for working capital and other general corporate purposes of Company
and its subsidiaries;




          WHEREAS, Borrowers requested that the Lenders amend and restate the Original Credit Agreement;




          WHEREAS, Lenders amended and restated the Original Credit Agreement as the Existing Credit
Agreement;




          WHEREAS, Borrowers have requested that the Lenders amend and restate the Existing Credit
Agreement to add a new tranche of multiple-draw senior secured term loans in an aggregate principal
amount equal to up to $4,500,000,000 the proceeds of which shall be used for Permitted Tranche 2
Purposes and in furtherance of consummating the transactions contemplated by the Approved
Restructuring Plan; and




          WHEREAS, Guarantors have agreed to continue to guarantee the obligations of Borrowers under
the Existing Credit Agreement and hereunder, and Subsidiary Guarantors (other than CIT Funding)
have agreed to continue to secure their respective Obligations under the Existing Credit Agreement
and hereunder by amending, restating and reaffirming their Lien perfected at first priority
(subject in priority only to Permitted Priority Liens) granted to Collateral Agent, for the benefit
of Secured Parties, on substantially all of their respective assets, including a pledge of (i) all
of the Capital Stock of each of their respective Domestic Subsidiaries, (ii) 65% of the Voting
Capital Stock and 100% of the Non-Voting Capital Stock of each of their respective first-tier
Foreign Subsidiaries (other than direct subsidiaries of the Company), in each




 









 







case owned directly by a Guarantor (other than the Company), (iii)(A) prior to the occurrence
of an Aerospace Limited Release, substantially all of the Capital Stock of CIT Aerospace
International (“Aerospace”) (other than one nominee share) and (B) on and after the occurrence of
an Aerospace Limited Release, 65% of the Voting Capital Stock and 100% of the Non-Voting Capital
Stock of Aerospace, (iv) all of the Non-Voting Capital Stock and 49% of the Voting Capital Stock of
CIT Group Finance (Ireland) (“CIT Ireland”) and (v) all of the Non-Voting Stock and between 49% and
65% of the Voting Capital Stock of certain other material Foreign Subsidiaries, in each case as
specified in the Collateral Agreement or the applicable Foreign Law Pledge Agreement.




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




     SECTION 1. DEFINITIONS AND INTERPRETATION



     1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits
and schedules hereto, shall have the following meanings:



          “23A Transaction” means any transfer or transfers of assets of Company or any Restricted
Subsidiary to CIT Bank pursuant to waivers of Section 23A of the Federal Reserve Act.




          “Additional Borrower” as defined on Schedule 1.1B.




          “Additional Guarantor” as defined on Schedule 1.1B.




          “Adjusted LIBOR Rate” means, for any Interest Rate Determination Date with respect to an
Interest Period for a LIBOR Rate Loan, the greater of (A) (i) with respect to Tranche 1 Term Loans,
three percent (3%) per annum and (ii) with respect to Tranche 2 Term Loans, two percent (2%) per
annum and (B) the rate per annum obtained by dividing (i) (a) the rate per annum (rounded to the
nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate determined by Administrative
Agent to be the offered rate which appears on Reuters Screen which displays an average British
Bankers Association Interest Settlement Rate (such page currently being LIBOR 01 Page) for deposits
(for delivery on the first day of such period) with a term equivalent to such period in Dollars,
determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not
appear on such page or service or if such page or service shall cease to be available, the rate per
annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate
determined by Administrative Agent to be the offered rate on such other page or other service which
displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in Dollars, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in
the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per
annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the offered
quotation rate to first class banks in the London interbank market for deposits (for delivery on
the first day of the relevant period) in Dollars of amounts in same day funds comparable to the
principal amount of the applicable Loan, for which




2









 







the Adjusted LIBOR Rate is then being determined with maturities comparable to such period as
of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date as
determined by Administrative Agent in accordance with its customary practices, by (ii) an amount
equal to (a) one, minus (b) the Applicable Reserve Requirement.




          “Administrative Agent” as defined in the preamble hereto.




          “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form
of Exhibit P or any other form approved by the Administrative Agent.




          “Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of
Company or any of its Restricted Subsidiaries) at law or in equity, or before or by any
Governmental Authority, domestic or foreign (including any Environmental Claims) or other
regulatory body or any arbitrator whether pending or, to the best knowledge of Company or any of
its Restricted Subsidiaries, threatened against or affecting Company or any of its Restricted
Subsidiaries or any property of Company or any of its Restricted Subsidiaries.




          “Aerospace” as defined in the recitals.




          “Aerospace Limited Release” as defined in Section 10.20(c).




          “Aerospace Limited Release Date” means the date on or after January 21, 2012 that the
following conditions precedent shall have been satisfied: (i) failure to release such Lien would
have, individually, or in the aggregate, a material adverse tax consequence on Company, which would
be remedied by such Lien release; (ii) the Administrative Agent shall have received a legal opinion
in form and substance reasonably satisfactory to the Administrative Agent from outside counsel to
Company reasonably satisfactory to the Administrative Agent confirming that continuation of the
Lien would implicate Section 956 of the Internal Revenue Code; (iii) the Administrative Agent shall
have received a certificate from an Authorized Officer of Company representing and warranting that
such adverse tax consequence would reasonably be expected to result in an incremental tax burden
(including the use of a credit, deduction, net operating loss or other tax attribute) to Company in
connection with the filing of its next consolidated income tax return in excess of $10,000,000;
(iv) both before and after giving effect to such Lien release, no Event of Default shall have
occurred and be continuing on such date; and (v) on a pro forma basis after giving
effect to such Lien release as if such Lien release had occurred on the last day of the then most
recent Fiscal Quarter, the Credit Parties would be in compliance with Section 6.7 with a cushion of
at least 0.50 to 1.0 over the minimum fair value coverage ratio required to be met thereunder.




          “Affected Lender” as defined in Section 2.14(b).




          “Affected Loans” as defined in Section 2.14(b).




          “Affiliate” means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as applied to any Person,




3









 







means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of that Person, whether through the ownership of voting securities or
by contract or otherwise. Notwithstanding anything to the contrary herein, in no event shall any
Agent, Arranger or Lender, or any Person acquired or formed in connection with a workout,
restructuring or foreclosure in the Ordinary Course of Business which is in an industry other than
the business of Company and its Restricted Subsidiaries be considered an “Affiliate” of any Credit
Party.




          “Agent” means each of Administrative Agent and Collateral Agent.




          “Agent Affiliates” has the meaning set forth in Section 10.1(b).




          “Aggregate Amounts Due” as defined in Section 2.13.




          “Aggregate Amounts Due Excess” as defined in Section 2.13.




          “Aggregate Payments” as defined in Section 7.2.




          “Agreement” means this Second Amended and Restated Credit and Guaranty Agreement, dated as of
October 28, 2009, and any annexes, exhibits, and schedules to any of the foregoing, in each case as
amended, amended and restated, supplemented or otherwise modified from time to time.




          “Aircraft Assignment Agreement” means an Assignment and Assumption Agreement substantially in
the form of Exhibit O, with such amendments or modifications as may be approved by Administrative
Agent.




          “Aircraft Mortgage” means any aircraft mortgage entered into in favor of the Collateral Agent,
in form and substance reasonably satisfactory to the Collateral Agent, and the Grantor or
Owner-Trustee, as applicable, with respect to aircraft owned by a Grantor or an Owner-Trustee.




          “Amended Confirmation” as defined in the definition of “TRS Facility”.




          “Amendment Agreement” means that certain Amendment Agreement, dated as of October 28, 2009, by
and among Company, certain subsidiaries of Company, Bank of America, N.A., as successor
Administrative Agent and Collateral Agent, and the Lenders party thereto.




          “Amendment Agreement Effective Date” means the Amendment Effective Date (as such term is
defined in Section I of the Amendment Agreement).




          “Applicable Margin” means (i) (A) with respect to Tranche 1 Term Loans that are LIBOR Rate
Loans, ten percent (10%) per annum and (B) with respect to Tranche 1 Term Loans that are Base Rate
Loans, nine percent (9%) per annum; and (ii) (A) with respect to Tranche 2 Term Loans that are
LIBOR Rate Loans, seven and one half percent (7.50%) per annum and (B) with respect to Tranche 2
Term Loans that are Base Rate Loans, six and one half percent (6.50%) per annum.




4









 








          “Applicable Percentage” means with respect to the applicable business unit or segment
specified below:




     (a) Corporate Finance (excluding Small Business Lending) – 100%



     (b) Student Loans – 100%



     (c) Rail – 100%



     (d) Aerospace – 100%



     (e) Trade Finance – 0% prior to a Platform Transfer of Trade Finance and after such Platform
Transfer, 100% of any cash proceeds received on assets remaining in Company or its Restricted
Subsidiaries (net of amounts due to clients).



     (f) U.S. Vendor Finance – 0% prior to a Platform Transfer of U.S. Vendor Finance and after
such Platform Transfer 100% of any cash proceeds received on assets remaining in Company or its
Restricted Subsidiaries.



     (g) Small Business Lending – 0% prior to a Platform Transfer of Small Business Lending and
after such Platform Transfer 100% of any cash proceeds received on assets remaining in Company or
its Restricted Subsidiaries.



          “Applicable Reserve Requirement” means, at any time, for any LIBOR Rate Loan, the maximum
rate, expressed as a decimal, at which reserves (including any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with respect thereto
against “Eurocurrency Liabilities” (as such term is defined in Regulation D) under regulations
issued from time to time by the Board of Governors of the Federal Reserve System or other
applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve
Requirement shall reflect any other reserves required to be maintained by such member banks with
respect to (i) any category of liabilities which includes deposits by reference to which the
applicable Adjusted LIBOR Rate or any other interest rate of a Loan is to be determined, or (ii)
any category of extensions of credit or other assets which include LIBOR Rate Loans. A LIBOR Rate
Loan shall be deemed to constitute Eurocurrency liabilities and, as such, shall be deemed subject
to reserve requirements without benefits of credit for proration, exceptions or offsets that may be
available from time to time to the applicable Lender. The rate of interest on LIBOR Rate Loans
shall be adjusted automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.




          “Approved Chapter 11 Case” means one or more voluntary cases commenced by Company, CIT Funding
and/or any other Affiliates or direct or indirect subsidiaries (if any) of Company (for the
avoidance of doubt, excluding any Funding Account Holder, Sweep Account Holder or any other
Subsidiary Borrower) identified in the Approved Restructuring Plan as a permitted debtor under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of New York in accordance with the Approved Restructuring Plan, so long as such debtors emerge
therefrom by January 31, 2010 (which will be extended to February 28, 2010 if Company, CIT Funding
and/or such other subsidiary provide reasonable




5









 







evidence to the Lenders Steering Committee, reasonably satisfactory to the Lenders Steering
Committee, of progress toward emergence in accordance with the Approved Restructuring Plan by such
extended date).




          “Approved Electronic Communications” means any notice, demand, communication, information,
document or other material that any Credit Party provides to the Administrative Agent pursuant to
any Credit Document or the transactions contemplated therein which is distributed to Agents or to
Lenders by means of electronic communications pursuant to Section 10.1(b).




          “Approved Restructuring Plan” means the restructuring transactions contemplated in that
certain document entitled “CIT Group Inc. and CIT Group Funding Company of Delaware LLC Offers to
Exchange Relating to Any and All of their respective Outstanding Notes Listed Below and
Solicitation of Acceptances of a Prepackaged Plan of Reorganization” dated October 16, 2009 and
supplemented on October 23, 2009 on the terms and subject to the conditions on which the Lenders
Steering Committee adopted same as an “Approved Restructuring Plan” as of October 16, 2009, as the
same may be amended, supplemented or otherwise modified from time to time with the consent of the
Lenders Steering Committee.




          “Arranger” means each of Banc of America Securities LLC and Citigroup Global Markets Inc. in
its respective capacity as joint lead arranger, joint bookrunner and joint Syndication Agent.




          “Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback,
assignment, conveyance, license, transfer or other disposition to, or any exchange of property
with, any Person, in one transaction or a series of transactions, of all or any part of Company’s
or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real,
personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired,
including the Capital Stock of any of Company’s Restricted Subsidiaries, other than (i) Portfolio
Assets or other assets (including, without limitation, equipment) which are funded, sold (or
otherwise disposed of), leased or paid (at maturity or otherwise) in the Ordinary Course of
Business (including, without limitation, Portfolio Assets or other assets transferred to
Subsidiaries in connection with securitizations, conduit facilities and other financings in the
Ordinary Course of Business, but excluding Restricted Collateral), (ii) any single transaction or
series of related transactions that involve assets having a Fair Market Value of less than
$25,000,000, (iii) any Platform Transfers, (iv) the sale or other disposition of Cash or Cash
Equivalents, and (v) to the extent allowable under Section 1031 of the Internal Revenue Code of
1986, any exchange of like property (excluding any boot thereon) that are used or useful in
businesses engaged in by the Company or any of its subsidiaries on the Closing Date and any
reasonable extension or evolution thereof.




          “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form
of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent;
provided that the Assignment and Assumption Agreement executed in connection with the
Institutional Allocation Confirmation shall be in form acceptable to Bank of America, N.A.




6









 








          “Assignment Effective Date” as defined in Section 10.6(b).




          “Attributable Debt” means as of the date of determination thereof, without duplication, the
principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance
sheet loan or similar off-balance sheet financing product to which such Person is a party, where
such transaction is considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.




          “August 2009 Notes” means Company’s floating rate senior notes due August 17, 2009.




          “Authorized Officer” means, as applied to any Person, any individual holding the position of
chairman of the board (if an officer), chief executive officer, president, chief financial officer,
treasurer or assistant treasurer, in each case, whose signatures and incumbency have been certified
to Administrative Agent.




          “Available Sweep Amount” means, for any Fiscal Quarter, an amount equal to (a) the sum of (i)
the balance on deposit in the Sweep Accounts at the end of such Fiscal Quarter and (ii) Other
Available Cash at the end of such Fiscal Quarter in excess of $500,000,000 minus (b) the sum of (i)
TTF Requirements at the end of such Fiscal Quarter, (ii) the amount of Permitted Bank Investments
which at such time are both allowed and expected to be made at such time, (iii) Required Bank
Investments which at the end of such Fiscal Quarter either are or will be required to be made and
(iv) the amount of Business Reinvestments permitted to be made during the twelve month period
following the last day of such Fiscal Quarter.




          “BANA Indemnitees” as defined in Section 10.3(a).




          “Bank Activities” means (i) 23A Transactions and (ii) any transfer or transfers of assets,
Liens, Indebtedness, subordinations, participations, payments, assignments, reimbursements,
purchases, granting of security interests, perfection thereof, and replacements thereof to secure
obligations, servicing or other agreements or actions by Company or any Restricted Subsidiary in
favor of CIT Bank required to be taken or which would be prudent to take in order to comply with
all agreements now and hereafter entered into between any of Company or any Restricted Subsidiary
and CIT Bank, or CIT Bank and its regulators, and all laws, federal, state and local statutes,
rules, guidelines, regulations, codes, executive orders and administrative or judicial precedents
or authorities, including the interpretation thereof by any governmental authority charged with the
enforcement, interpretation or administration thereof, and all administrative orders, directed
duties, requests, licenses and agreements with such governmental authorities, whether or not having
the force of law, all arising from or relating to CIT Bank, together with all contractual
indemnifications in connection with each of the above, and any and all actions undertaken in
connection with any of the foregoing activities.




          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.




          “Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New
York and any other bankruptcy court having jurisdiction over any Debtor.




7









 








          “Barbados Entities” means, collectively, CIT Financial (Barbados) SRL and CIT Holdings
(Barbados) SRL.




          “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate
in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus
0.5% and (iii) the Adjusted LIBOR Rate for a LIBOR Rate Loan with a one-month Interest Period
commencing on such date plus 1.0%. Any change in the Base Rate due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective on the effective day of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.




          “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base
Rate.




          “Beneficiary” means each Agent, Arranger and Lender.




          “Borrowed Money Indebtedness” means Indebtedness of the type described in clauses (i), (ii),
(iii), (iv) and (xiii) and, to the extent relating to any such Indebtedness, clauses (vi) and
(viii) of the definition of “Indebtedness”.




          “Borrower Assumption Agreement” means a Borrower Assumption Agreement substantially in the
form of Exhibit L.




          “Borrower Counterpart Agreement” means a Borrower Counterpart Agreement substantially in the
form of Exhibit K.




          “Borrower Representative” means Company.




          “Borrowers” means Company and Subsidiary Borrowers (each, individually, a “Borrower”).




          “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of New York or is a day on which banking institutions located
in such state are authorized or required by law or other governmental action to close, and (ii)
with respect to all notices, determinations, fundings and payments in connection with the Adjusted
LIBOR Rate or any LIBOR Rate Loans, means any day which is a Business Day described in clause (i)
and which is also a day for trading by and between banks in Dollar deposits in the London interbank
market.




          “Business Reinvestments” means investments (whether new, modified, or amended) in the
Corporate Finance (excluding Small Business Lending), Rail and Aerospace business units or segments
in an aggregate amount not to exceed the sum of (i) $500,000,000 in the aggregate in any twelve
month period plus (ii) an amount equal to the aggregate contractual commitments in
existence on October 12, 2009 to purchase or fund such Corporate Finance assets.




          “Call Premium” means, (a) with respect to any prepayment or repayment of any Tranche 1 Term
Loans (whether mandatory or voluntary, and whether resulting from an acceleration or otherwise),
other than as part of or following the consummation of an Approved




8









 







Restructuring Plan, and (b) with respect to any voluntary prepayment or repayment of any
Tranche 2 Term Loans, in each case a premium payable on the amount so prepaid, repaid or reduced
equal to the applicable Prepayment Damages Adjuster Percentage of such amount.




          “Call Premium Percentage” means (a) with respect to any prepayment or repayment of any Tranche
1 Term Loans, 6.5% declining ratably on a monthly basis to zero during the period from the Closing
Date to the date that is 18 months after the Closing Date; and (b) with respect to any voluntary
prepayment or repayment of any Tranche 2 Term Loans, (i) prior to the first anniversary of the
Tranche 2 Effective Date, 2% and (ii) on or after the first anniversary of the Tranche 2 Effective
Date, 0%.




          “Call Premium Termination Date” means the earlier to occur of (i) the date on which the
Tranche 1 Term Loans are repaid or prepaid as part of or following consummation of an Approved
Restructuring Plan and (ii) 18 months after the Closing Date.




          “Cape Town Convention” as defined in Schedule 1.1A.




          “Cape Town Filing” means, with respect to any aircraft, a filing under the Convention on
International Interests in Mobile Equipment (Cape Town, 2001) with respect to such aircraft.




          “Capital Expenditures” means, for any Person in respect of any period, the aggregate of all
expenditures incurred by such Person during such period that, in accordance with GAAP, are or
should be included in “additions to property, plant or equipment” or similar items reflected in the
statement of cash flows of such Person.




          “Capital Lease” means, as applied to any Person, any lease of (or other arrangement conveying
the right to use) any property (whether real, personal or mixed) by that Person as lessee (or the
equivalent) that, in conformity with GAAP, is or is required to be accounted for as a capital lease
on the balance sheet of that Person.




          “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a Capital Lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP, and the stated maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be prepaid by the lessee without payment of a premium or penalty.




          “Capital Stock” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or rights to acquire
any of the foregoing.




          “Carrying Value” means the amount shown on the accounting records for assets net of reductions
for loan premium discounts, allowances for bad debts and accounting pronouncements.




9









 








          “Case” means any case commenced by a Debtor under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court.




          “Cash” means money, currency or a credit balance in any demand or Deposit Account. For
purposes of an asset sale or other disposition pursuant to Sections 6.8(c), (m) and (n), but for
the avoidance of doubt, not with respect to the calculation of Net Asset Sale Proceeds, each of the
following will be deemed to be Cash: (a) any liabilities, as shown on Company’s most recent
consolidated balance sheet prepared in accordance with GAAP, of Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated
(either by contract or lien) to the Obligations) that are assumed or forgiven by the transferee of
any such assets pursuant to a customary novation or other agreement that releases Company or such
Restricted Subsidiary from further liability; provided that, if the entity
consummating such asset sale or other disposition is a Guarantor, or if the assets to be sold
directly or indirectly include Capital Stock of a Guarantor, then only liabilities of a Guarantor
that are assumed or forgiven by the transferee shall be included for purposes of this clause (a);
(b) any securities, notes or other obligations received by Company or any such Restricted
Subsidiary (other than CIT Funding) from such transferee that are converted by Company or such
Restricted Subsidiary into Cash within 120 days after the consummation of such asset sale or other
disposition, to the extent of the Cash received by Company or any such Restricted Subsidiary in
that conversion; (c) except with respect to asset sales or other dispositions constituting Large
Asset Sales, Capital Stock or other assets of the type described in clauses (i) and (iii) of the
definition of “Permitted Reinvestment” to the extent (x) of the Fair Market Value of such Capital
Stock or other assets and (y) the acquisition thereof is permitted under Section 6.6; and (d) notes
issued to Company or any such Restricted Subsidiary that are redeemed or repurchased (by exchange
offer or otherwise) by the purchaser of the assets within 120 days after the consummation of such
asset sale or other disposition in connection with the transaction pursuant to which such asset
sale or other disposition is consummated, to the extent, if applicable, of the Cash received by
Company or any such Restricted Subsidiary in that redemption or repurchase; provided,
however, that so long as no Company Lien Event shall have occurred, if such asset sale or
disposition is made by any Subsidiary Guarantor or a subsidiary thereof, then such Cash, Capital
Stock or other assets must have been received by a Subsidiary Guarantor or a Restricted Subsidiary
thereof.




          “Cash Collections” means Cash representing payments for any or all business units and segments
of Company and its subsidiaries described in the definition of “Applicable Percentage”;
provided that Cash Collections shall not include any payments received in respect of an
asset sale or other disposition.




          “Cash Equivalents” means, as at any date of determination, (i) marketable securities and
repurchase agreements for marketable securities (a) issued or directly and unconditionally
guaranteed as to interest and principal by the United States Government, or (b) issued by any
agency of the United States the obligations of which are backed by the full faith and credit of the
United States, in each case maturing within one year after such date; (ii) marketable direct
obligations issued by any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody’s; (iii) commercial paper maturing no more than one year




10









 







from the date of creation thereof and having, at the time of the acquisition thereof, a rating
of at least A-1 from S&P or at least P-1 from Moody’s; (iv) time deposits or bankers’ acceptances
maturing within one year after such date and issued or accepted by any Lender or by any commercial
bank (including any branch of a commercial bank) that (a) in the case of a commercial bank
organized under the laws of the United States of America, any state thereof or the District of
Columbia is at least “adequately capitalized” (as defined in the regulations of its primary Federal
banking regulator), and has Tier 1 capital (as defined in such regulations) of not less than
$100,000,000 or (b) in the case of any other commercial bank has a short-term commercial paper
rating from S&P of at least A-1 or from Moody’s of at least P-1; and (v) shares of any money market
mutual fund that has (a) net assets of not less than $500,000,000, and (b) the highest rating
obtainable from either S&P or Moody’s.




          “Cash Sweep Payment Period” means, with respect to any Fiscal Quarter, the time period
commencing on the Notice Date with respect to such Fiscal Quarter and ending on the fifth Business
Day following such Notice Date.




          “Certificate Regarding Non-Bank Status” means a certificate substantially in the form of
Exhibit F-1, F-2, F-3 or F-4, as applicable.




          “CFL” means CIT Financial Ltd.




          “Change of Control” means, unless pursuant to an Approved Restructuring Plan, (i) a Person or
“group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have
acquired beneficial ownership or control of more than 50% of the total outstanding Capital Stock
having ordinary voting power for the election of directors of Company (measured by voting power
rather than number of shares) or (b) shall have obtained the power (whether or not exercised) to
elect a majority of the members of the board of directors (or similar governing body) of Company;
(ii) the majority of the seats (other than vacant seats) on the board of directors (or similar
governing body) of Company cease to be occupied by Persons who either (a) were members of the board
of directors of Company on the Closing Date, (b) were elected at the first meeting of shareholders
after effectiveness of the Approved Restructuring Plan or (c) were nominated for election by the
board of directors of Company, a majority of whom were directors described in either clause (a) or
(b) of this sentence or whose election or nomination for election was previously approved by a
majority of such directors (either by a specific vote or by approval of a proxy statement); or
(iii) any “change of control” (or similar event, however denominated) shall occur under and as
defined in any indenture or agreement in respect of Indebtedness of the Company or any Restricted
Subsidiary in a principal amount in excess of $100,000,000.




          “CIT (Australia)” means CIT Group (Australia) Limited, CIT Credit Pty Limited, CIT Funding Pty
Limited and Equipment Rental Billing Services Pty Limited.




          “CIT Bank” means, collectively, CIT Bank, a bank organized under the laws of the State of
Utah, and its consolidated subsidiaries, together with any other banking institution which is owned
directly or indirectly by Company from time to time (including, without limitation, any banking
institution which is merged with or into CIT Bank or any of its subsidiaries or which is the
successor in interest to such CIT Bank).




11









 








          “CIT China” means CIT Finance and Leasing Corporation.




          “CIT Funding” means CIT Group Funding Company of Delaware LLC.




          “CIT Funding Release Event” means the date on which the following conditions have been
satisfied: either (a)(i) the class of Canadian Senior Unsecured Note Claims (as defined in the
Plan) shall have accepted the Plan as set forth in Article III.C. of the Plan and (ii) the
Effective Date (as defined in the Plan) shall have occurred or (b) the Offers (as defined in the
Approved Restructuring Plan) shall have been successfully consummated.




          “CIT Ireland” as defined in the recitals.




          “CITLC Assigned Note” means that certain Promissory Note No. 3 (MSN 30267), dated as of March
27, 2008, in the original principal amount of $12,223,183.20, by Snapdragon Ltd. in favor of C.I.T.
Leasing Corporation, and any promissory note issued from time to time in replacement thereof to the
extent such replacement note is payable to the order of C.I.T. Leasing Corporation, together with
certain payments received by or payable to C.I.T. Leasing Corporation thereunder.




          “CITLC Loan Assignment and Intercreditor Agreement” means that certain Loan Assignment and
Intercreditor Agreement, dated as of June 11, 2008, by and between C.I.T. Leasing Corporation (as
both Administrative Agent and Assignor) and HSH Nordbank AG, New York Branch (as Assignee).




          “Closing Date” means July 20, 2009.




          “Closing Date Certificate” means a Closing Date Certificate substantially in the form of
Exhibit G-1.




          “Collateral” means, collectively, all of the property (including Capital Stock) in which Liens
are purported to be granted pursuant to the Collateral Documents as security for the Obligations.




          “Collateral Agent” as defined in the preamble hereto.




          “Collateral Agreement” means the Collateral Agreement to be executed by each Credit Party
other than Company and CIT Funding substantially in the form of Exhibit I, as it may be amended,
amended and restated, supplemented or otherwise modified from time to time.




          “Collateral Documents” means the Collateral Agreement, each Control Agreement, each Aircraft
Mortgage, each Foreign Law Pledge Agreement and all other instruments, documents and agreements
delivered by any Credit Party (including, after (but only after) a Company Lien Event, a joinder
agreement to the Collateral Agreement or a separate collateral agreement delivered by Company)
pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral
Agent, for the benefit of Secured Parties, a Lien on any property of that Credit Party as security
for the Obligations.




          “Commitment” means any Term Loan Commitment.




12









 








          “Company” as defined in the preamble hereto.




          “Company Lien Event” means the date on which all of the following conditions shall have been
satisfied: (a) Company shall have, at its option, either (A) become a Grantor under the Collateral
Agreement by duly executing and delivering a joinder agreement thereto in the form prescribed by
Section 7.8 of the Collateral Agreement or (B) duly executed and delivered a collateral agreement
as grantor substantially similar to the Collateral Agreement in form and substance reasonably
satisfactory to the Collateral Agent; (b) each Lender, the Administrative Agent and the Collateral
Agent shall have received a legal opinion rendered by outside counsel to the Credit Parties
reasonably satisfactory to the Collateral Agent in form and substance reasonably satisfactory to
the Collateral Agent regarding enforceability of such joinder agreement or collateral agreement, as
applicable, and such other matters as the Collateral Agent may reasonably request, and the creation
and perfection of Liens purported to be created thereby; and (c) either (A) on the day that is 91
days after the conditions described in the foregoing clauses (a) and (b) shall have been satisfied,
no Default or Event of Default shall have occurred and be continuing and Company shall not be
subject to an Approved Chapter 11 Case or (B) Company shall be subject to an Approved Chapter 11
Case and, in connection therewith, a court of competent jurisdiction shall have issued a final,
non-appealable order authorizing Company to take the actions described in the foregoing clause (a).




          “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit
C.




          “Continuing Eligibility Criteria” as defined in Section 9.11(c).




          “Contractual Obligation” means, as applied to any Person, any provision of any Security issued
by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or
other instrument to which that Person is a party or by which it or any of its properties is bound
or to which it or any of its properties is subject.




          “Contributing Guarantors” as defined in Section 7.2.




          “Control Agreements” means a control agreement, in form and substance reasonably satisfactory
to Administrative Agent, entered into with the bank or securities intermediary at which any
Controlled Account is maintained by any Credit Party (other than, prior to a Company Lien Event,
the Company) as required under the terms of the Collateral Agreement.




          “Controlled Account” means each of the Funding Accounts and the Sweep Accounts and each other
account subject to a control agreement in favor of, or held in the name of, the Collateral Agent to
secure the Obligations.




          “Conversion/Continuation Date” means the effective date of a continuation or conversion, as
the case may be, as set forth in the applicable Conversion/Continuation Notice.




          “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the
form of Exhibit A-2.




13









 








          “Credit Date” means the date of a Credit Extension.




          “Credit Document” means any of this Agreement, the Amendment Agreement, the Notes, if any, the
Collateral Documents, the Fee Letter, and all other certificates, documents, instruments or
agreements executed and delivered by a Credit Party for the benefit of any Agent or any Lender in
connection herewith.




          “Credit Extension” means the making, conversion or continuation of a Loan.




          “Credit Party” means each Person (other than any Agent or any Lender or any representative
thereof) from time to time party to a Credit Document.




          “Debtor” means the Company, CIT Funding and/or any other Affiliates or direct or indirect
subsidiaries (if any) that commences a case under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court.




          “Default” means a condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.




          “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all
Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all
of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans
of such Defaulting Lender.




          “Default Period” means, with respect to any Defaulting Lender, the period commencing on the
date of the applicable Funding Default and ending on the earliest of the following dates: (i) the
date on which all Commitments are cancelled or terminated and/or the Obligations are declared or
become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to
such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting
Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any
voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.9 or
Section 2.10 or by a combination thereof), and (b) such Defaulting Lender shall have delivered to
Borrowers and Administrative Agent a written reaffirmation of its intention to honor its
obligations hereunder with respect to its Commitments, and (iii) the date on which Borrowers,
Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in
writing.




          “Default Rate” means any interest payable pursuant to Section 2.7.




          “Defaulted Loan” as defined in Section 2.18.




          “Defaulting Lender” as defined in Section 2.18.




          “Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than an account evidenced by a
negotiable certificate of deposit.




14









 








          “Discharged” means, with respect to any Indebtedness and obligations, (a) the payment in cash
of all amounts outstanding and unpaid in respect thereof (other than unasserted indemnity claims),
(b) the termination of all commitments related thereto (including, with respect to any Capital
Leases or Attributable Debt, the termination of all leases under which such Indebtedness arises),
(c) with respect to Indebtedness in respect of any letter of credit, letter of guaranty, bankers’
acceptance facility, surety bond or similar credit transaction, the cash collateralization
(including customary overage) of liabilities to reimburse drawings or drafts thereunder, (d) the
release of all guarantees, endorsements or similar contingent liabilities in respect thereof and
(e) the release of all collateral securing such Indebtedness and obligations; provided,
that, with respect to Permitted Debt Refinancings in respect of Refinancing Eligible Debt
identified on Schedule 1.1B as the “ECA Loan Facility”, “TRS Facility” or “Rail Head Leases”, only
Indebtedness and obligations related to the assets repurchased pursuant to such Permitted Debt
Refinancing need to be so Discharged and only such assets so released.




          “Disqualified Capital Stock” means, at any time of determination, Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the
result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in
whole or in part, on or prior to the first anniversary of the then Final Maturity Date, (b) is
convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt
securities or (ii) any Capital Stock referred to in clause (a) above, in each case at any time
prior to the first anniversary of the then Final Maturity Date, (c) contains any repurchase
obligation that may come into effect prior to payment in full of all Obligations, (d) requires cash
dividend payments prior to one year after the then Final Maturity Date, (e) does not provide that
any claims of any holder of such Capital Stock may have against Company or any other Credit Party
(including any claims as judgment creditor or other creditor in respect of claims for the breach of
any covenant contained therein) shall be fully subordinated (including a full remedy bar) to the
Obligations in a manner satisfactory to Administrative Agent, or (f) provides the holders of such
Capital Stock thereof with any rights to receive any cash upon the occurrence of a change of
control prior to the first anniversary date on which the Obligations have been irrevocably paid in
full, unless the rights to receive such cash are contingent upon the Obligations being irrevocably
paid in full.




          “Dollars” and the sign “$” mean the lawful money of the United States of America.




          “Domestic Subsidiary” means any Restricted Subsidiary organized under the laws of the United
States of America, any State thereof or the District of Columbia.




          “ECA Financing” means the ECA-supported financings described on Schedule 1.1B.




          “Effective Date” means the date on which all conditions to consummation of the Plan have been
satisfied or waived in accordance with the terms of the Plan.




15









 








          “Eligible Assignee” means (a) any Lender, any Affiliate of any Lender and any Related Fund
(any two or more Related Funds being treated as a single Eligible Assignee for all purposes
hereof), (b) any commercial bank, insurance company, investment or mutual fund or other entity that
is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends
credit or buys loans as one of its businesses, or (c) any other Person (other than a natural
Person) approved by Administrative Agent; provided, neither Company nor any subsidiary or
Affiliate of Company nor any natural person shall, in any event, be an Eligible Assignee.




          “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA
which is or was sponsored, maintained or contributed to by, or required to be contributed by,
Company, any of its subsidiaries or any of their respective ERISA Affiliates.




          “Environmental Claim” means any investigation, notice, notice of violation, claim, action,
suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise),
by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous
Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, safety, natural resources or the
environment.




          “Environmental Laws” means any and all current or future foreign or domestic, federal or state
(or any subdivision of either of them), statutes, ordinances, orders, rules, regulations,
judgments, Governmental Authorizations, or any other requirements of Governmental Authorities
relating to (i) public health and safety, protection of the environment or other environmental
matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use,
storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and
health, industrial hygiene, land use or the protection of human, plant or animal health or welfare.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto, in each case together with the regulations thereunder.




          “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is
a member of a group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an
affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
of which that Person, any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member. Any former ERISA Affiliate of Company or any of its
subsidiaries shall continue to be considered an ERISA Affiliate of Company or any such subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA Affiliate
of Company or such subsidiary and with respect to liabilities arising after such period for which
Company or such subsidiary could be liable under the Internal Revenue Code or ERISA.




16









 








          “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and
the regulations issued thereunder with respect to any Pension Plan (excluding those for which the
provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet
the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code)
or the failure to make by its due date a required installment under Section 412(m) of the Internal
Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) notice of intent to terminate a Pension Plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its subsidiaries or
any of their respective ERISA Affiliates from any Pension Plan with two or more non-related
contributing sponsors or the termination of any such Pension Plan resulting in liability to
Company, any of its subsidiaries or any of their respective ERISA Affiliates pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension
Plan, or the occurrence of any event or condition which might reasonably constitute grounds under
ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi)
the imposition of liability on Company, any of its subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section
4212(c) of ERISA; (vii) the withdrawal of Company, any of its subsidiaries or any of their
respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any liability or potential
liability therefor, or the receipt by Company, any of its subsidiaries or any of their respective
ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under
Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise
to the imposition on Company, any of its subsidiaries or any of their respective ERISA Affiliates
of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or
under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee
Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits)
against any Employee Benefit Plan or the assets thereof, or against Company, any of its
subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit
Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan
(or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal
Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a)
of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or
412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.




          “Event of Default” means each of the conditions or events set forth in Section 8.1.




          “Excepted Cash Collections” means (i) refunds of payments made to the Company or any
subsidiary as a result of error, including, without limitation, refunds made to customers, other
factors or to private lockbox clients; and (ii) amounts previously included in Sweep Cash Amount
and subsequently released pursuant to Section 2.10(c) that the Company determines in good faith
should have been previously excluded from such Sweep Cash Amount.




17









 








          “Excess Sweep Amounts” means, with respect to any Fiscal Quarter, an amount equal to (a) the
balance on deposit in the Sweep Accounts at the end of such Fiscal Quarter minus (b) the
sum of (i) $2,000,000,000 and (ii) the Available Sweep Amount for such Fiscal Quarter.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any successor statute.




          “Excluded Taxes” of a Person means any Tax imposed by the jurisdiction in which a Person is
organized or in which that Person’s applicable principal office (and/or, in the case of a Lender,
its lending office) is located or in which that Person (and/or, in the case of a Lender, its
lending office) is deemed to be doing business (other than a jurisdiction in which such Person is
treated as doing business solely as a result of its entering into any Credit Document or its
participation in the transactions governed thereby) on all or part of the net income, profits or
gains of that Person (and/or, in the case of a Lender, its applicable lending office).




          “Existing Credit Agreement” as defined in the preamble hereto.




          “Existing Credit Documents” as defined in Section 10.30.




          “Existing OT Canadian Aircraft Collateral” means one (1) Airbus A310-300 aircraft, MSN 658 and
two General Electric CF6-80C2A8 engines bearing MSN 695535 and MSN 695557, held in owner trust by
Well Fargo Bank Northwest, National Association pursuant to that certain Trust Agreement (Aircraft
MSN 658) between C.I.T. Leasing Corporation, as owner participant, and Wells Fargo Bank Northwest,
National Association, as owner trustee, dates as of August 7, 2007.




          “Existing Rail Collateral” as defined in Schedule 5.19.




          “Existing U.S. Aircraft” as defined in Schedule 1.1A.




          “Exit Premium” means, with respect to any prepayment or repayment of any Tranche 1 Term Loans
(whether mandatory or voluntary, and whether resulting from acceleration or otherwise) occurring at
any time, a premium payable on the amount so prepaid or repaid equal to 2.0% of such amount.




          “Exposure” means, with respect to any Lender, as of any date of determination, the sum of (i)
any unfunded Term Loan Commitment of such Lender in effect as of such date, if any, and (ii) the
principal amount of the Term Loans of such Lender outstanding as of such date.




          “Extended Tranche 2 Term Loan” means, with respect to each Tranche 2 Term Loan, the principal
amount thereof in respect of which the Final Maturity Date has been extended in accordance with
Section 2.1(d).




          “FAA/Cape Town or IR Counsel” as defined in Schedule 5.19.




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          “Fair Market Value” means, with respect to any asset, the value that would be paid by a
willing buyer to an unaffiliated willing seller in a sale or other disposition of such asset not
involving distress or necessity of either party, as determined (x) in good faith by the chief
financial officer, chief accounting officer, treasurer, assistant treasurer or controller, and, in
the case of any transaction involving aggregate consideration in excess of $750,000,000, the Board
of Directors of Company or the Restricted Subsidiary and (y) in connection with a Large Asset Sale,
by an accounting, appraisal or investment banking firm of national standing.




          “Fair Share” as defined in Section 7.2.




          “Fair Share Contribution Amount” as defined in Section 7.2.




          “Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal,
rounded upwards, if necessary, to the next higher one-hundredth of one percent (1/100 of 1%)) equal
to the weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided, that (i)
if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate
on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Effective Rate for such day shall be the average of the quotations on such day
received by Administrative Agent from three federal funds brokers of recognized standing selected
by it.




          “Federal Reserve Act” means the Federal Reserve Act of 1913, as amended from time to time, and
any successor statute.




          “Fee Letter” means the engagement fee letter dated October 23, 2009 between Company, certain
of its Subsidiaries, Banc of America Securities LLC and the Administrative Agent.




          “Final Cash Management Order” means an order of the Bankruptcy Court substantially in the form
of the Interim Cash Management Order and otherwise in form and substance satisfactory to the Agent
and the Lenders Steering Committee, which shall be in full force and effect and shall not have been
vacated, stayed, reversed, amended or modified in any respect.




          “Final Maturity Date” means (i) with respect to Tranche 1 Term Loans and Tranche 2 Term Loans
to the extent not constituting Extended Tranche 2 Term Loans, January 20, 2012, and (ii) with
respect to Tranche 2 Term Loans to the extent constituting Extended Tranche 2 Term Loans, January
20, 2013.




          “Financial Officer Certification” means, with respect to the financial statements for which
such certification is required, the certification of the chief financial officer, treasurer or
assistant treasurer or equivalent officer of Company that such financial statements fairly present,
in all material respects, the financial condition of Company and its Restricted Subsidiaries as at
the dates indicated and the results of their operations and their cash flows for the periods




19









 







indicated, in each case in conformity with GAAP applied on a consistent basis, subject, in the
case of interim financial statements, to changes resulting from normal audit and year-end
adjustments.




          “Financial Plan” means the business plan of the Company and its subsidiaries most recently
delivered pursuant to Section 5.1(a) or (b).




          “First Priority” means, with respect to any Lien purported to be created in any Collateral,
that (i) such Lien is the only Lien to which such Collateral is subject, other than any Permitted
Lien, and (ii) such Lien is the most senior Lien on such Collateral other than (A) Liens permitted
under clause (b) through (e), and (g) through (k), of Section 6.2 that are immaterial in amount and
(B) in the case of Collateral consisting of aircraft, rail assets or any other leased assets leased
by Company or any Restricted Subsidiary thereof, any lease or sublease thereon not prohibited
hereunder.




          “First Priority Cape Town Filing” means, with respect to any aircraft, (i) a Cape Town Filing
with respect to such aircraft has been made in favor of the Collateral Agent and is in full force
and effect, (ii) no Cape Town Filing with respect to such aircraft is in full force and effect with
priority over such Cape Town Filing (other than a Cape Town Filing of a lease or sublease of such
aircraft), (iii) no Lien on such aircraft in favor of a third party has been created and perfected
by or on behalf of the Company or any of its subsidiaries under the laws of the jurisdiction of
registration of such aircraft (except any lease or sublease thereon that is not prohibited
hereunder and Liens permitted under clause (b) through (e), and (g) through (k), of Section 6.2
that are immaterial in amount), (iv) such aircraft is subject to no other Lien other than a
Permitted Lien and (v) the Collateral Agent’s Lien is the most senior Lien on such Collateral
(except any lease or sublease thereon that is not prohibited hereunder and Liens permitted under
clause (b) through (e) and (g) through (k) of Section 6.2 that are immaterial in amount).




          “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.




          “Fiscal Year” means the fiscal year of Company and its Restricted Subsidiaries ending on
December 31 of each calendar year.




          “Foreign Grantor” has the meaning assigned to that term in the Collateral Agreement.




          “Foreign Law Pledge Agreement” means the (i) Amended and Restated Pledge Agreement dated as of
September 8, 2009 made by CIT Financial (Barbados) SRL and CIT Financial Ltd./ Services Financiers
CIT Ltee in favor of Barclays Bank PLC, as Collateral Agent; (ii) Share Mortgage in Respect of
Shares Held in CIT Group Fiannce (Ireland), dated as of August 13, 2009, among CIT Holdings No.2
(Ireland) as mortgagor and Barclays Bank PLC, as Collateral Agent; and (iii) Share Mortgage in
Respect of Shares held in CIT Aerospace International, dated as of August 13, 2009, among CIT
Holdings Canada ULC as mortgagor and Barclays Bank PLC, as Collateral Agent.




          “Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.




20









 








          “Fraudulent Conveyance” as defined in Section 7.1.




          “Funding Account” as defined in Section 5.14(c).




          “Funding Account Certificate” as defined in Section 5.14(c).




          “Funding Account Holder” means a Subsidiary Borrower that owns a Funding Account.




          “Funding Default” as defined in Section 2.18.




          “Funding Guarantor” as defined in Section 7.2.




          “Funding Notice” means a notice substantially in the form of Exhibit A-1, which notice shall,
among other things, specify the use proposed for proceeds from the Credit Extension requested in
such notice including, if such proceeds are proposed to be applied to general corporate purposes
and the principal amount of such Credit Extension (or the aggregate principal amount of a series of
related Credit Extensions) exceeds $10,000,000, the specific purpose.




          “Future Collateral Procedures” means the actions and procedures described on Schedule 1.1A.




          “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2,
United States generally accepted accounting principles in effect as of the date of determination
thereof.




          “Governmental Authority” means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any government or any court, in each
case whether associated with a state of the United States, the United States, or a foreign state or
government.




          “Governmental Authorization” means any permit, license, authorization, plan, directive,
consent order or consent decree of or from any Governmental Authority.




          “Granting Lender” as defined in Section 10.7.




          “Grantor” as defined in the Collateral Agreement and any collateral agreement to which Company
may be a party.




          “Guarantee” means, with respect to any Person, any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, that is (a) an obligation of such Person the
primary purpose or intent of which is to provide assurance to an obligee that the obligation of the
obligor thereof will be paid or discharged, or any agreement




21









 







relating thereto will be complied with, or the holders thereof will be protected (in whole or
in part) against loss in respect thereof; or (b) a liability of such Person for an obligation of
another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the payment or discharge
of such obligation (whether in the form of loans, advances, stock purchases, capital contributions
or otherwise) or (ii) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under subclauses (i) or
(ii) of this clause (b), the primary purpose or intent thereof is as described in clause (a) above.




          “Guaranteed Obligations” as defined in Section 7.1.




          “Guarantor Counterpart Agreement” means a Guarantor Counterpart Agreement substantially in the
form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.




          “Guarantors” means Company and each Subsidiary Guarantor.




          “Guaranty” means the guaranty of each Guarantor set forth in Section 7.




          “Hazardous Materials” means any chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Environmental Law or Governmental Authority or which may or
could pose a hazard to the health and safety of the owners, occupants or any Persons in the
vicinity of any facility or to the indoor or outdoor environment.




          “Hazardous Materials Activity” means any past, current, proposed or threatened activity, event
or occurrence involving any Hazardous Materials, including the use, manufacture, possession,
storage, holding, presence, existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement, removal, remediation,
disposal, disposition or handling of any Hazardous Materials, and any corrective action or response
action with respect to any of the foregoing.




          “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws applicable to any Lender
which are presently in effect or, to the extent allowed by law, under such applicable laws which
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.




          “Historical Financial Statements” means as of the Closing Date, (i) the audited financial
statements of Company and its subsidiaries, for the Fiscal Year ended December 31, 2008, consisting
of balance sheets and the related consolidated statements of income, stockholders’ equity and cash
flows for such Fiscal Year, and (ii) for the interim period from January 1, 2009 to the Closing
Date, unaudited financial statements of Company and its subsidiaries, consisting of a balance sheet
and the related consolidated statements of income, stockholders’ equity and cash flows for each
quarterly period completed prior to forty-six (46) days before the Closing Date, in the case of
clauses (i) and (ii), certified by the chief financial officer of Company that they fairly present,
in all material respects, the financial condition of Company and its subsidiaries as at the dates
indicated and the results of their operations and their




22









 







cash flows for the periods indicated, subject, if applicable, to changes resulting from audit
and normal year end adjustments.




          “Immaterial Subsidiary” means (A) any subsidiary that (i)(a) has assets with an aggregate fair
market value less than $5,000,000, (b) has aggregate revenues less than $5,000,000 for the period
of four consecutive Fiscal Quarters most recently ended for which financial statements were
delivered pursuant to Section 5.1 immediately preceding the date on which the calculation is
required to be made, and (c) is not integral to the business or operations of Company and its
subsidiaries (other than Immaterial Subsidiaries), and (ii) has no subsidiaries (other than
Immaterial Subsidiaries), or (B) any subsidiary the Capital Stock of which was acquired in
connection with the workout of assets or exercise of remedies in the conduct of Ordinary Course of
Business or as the proceeds of collateral securing a loan or other financing asset.




          “Increased Amount Date” as defined in Section 2.20.




          “Increased Cost Lender” as defined in Section 2.19.




          “Indebtedness,” as applied to any Person, means, without duplication, (i) all indebtedness for
borrowed money; (ii) Capital Lease Obligations; (iii) all obligations of such Person evidenced by
notes, bonds or similar instruments or upon which interest payments are customarily paid and all
obligations in respect of drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money; (iv) any obligation owed for all or any part of the
deferred purchase price of property or services (excluding trade payables incurred in the ordinary
course of business having a term of less than six (6) months that are not overdue by more than
sixty (60) days) which purchase price is (a) due more than six (6) months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written
instrument; (v) all obligations created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such person; (vi) all indebtedness secured
by any Lien on any property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit
of that Person; (vii) the face amount of any letter of credit or letter of guaranty issued,
bankers’ acceptances facilities, surety bond and similar credit transactions for the account of
that Person or as to which that Person is otherwise liable for reimbursement of drawings or drafts;
(viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in
the ordinary course), co-making, discounting with recourse or sale with recourse by such Person of
the obligation of another; (ix) any obligation of such Person the primary purpose or intent of
which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid
or discharged, or any agreement relating thereto will be complied with, or the holders thereof will
be protected (in whole or in part) against loss in respect thereof; (x) any liability of such
Person for an obligation of another through any agreement (contingent or otherwise) (a) to
purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance
sheet item, level of income or financial condition of another if, in the case of any agreement
described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is
as described in clause (ix) above; (xi) all obligations of such Person




23









 







in respect of any exchange traded or over the counter derivative transaction, including any
Rate Management Transaction, whether entered into for hedging or speculative purposes; (xii) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any Capital Stock of such Person and (xiii) all Attributable Debt of such
Person. Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or joint venturer, unless such Indebtedness is
expressly non-recourse to such Person.




          “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses,
damages (including natural resource damages), penalties, claims (including Environmental Claims),
costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup,
removal, remediation or other response action necessary to remove, remediate, clean up or abate any
Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of outside counsel for Indemnitees in connection
with any investigative, administrative or judicial proceeding commenced or threatened by any
Person, whether or not any such Indemnitee shall be designated as a party or a potential party
thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws, statutes, rules or
regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise,
that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions
contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the
use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents
(including any sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty)); (ii) the statements contained in the commitment letter or proposal
letter delivered by any Lender to Company with respect to the transactions contemplated by this
Agreement; or (iii) any Environmental Claim against or any Hazardous Materials Activity relating to
or arising from, directly or indirectly, any past or present activity, operation, land ownership,
or practice of Company or any of its subsidiaries.




          “Indemnified Taxes” means Taxes other than Excluded Taxes and Other Taxes.




          “Indemnitee” as defined in Section 10.3(a).




          “Information Platform” as defined in Section 5.1(p).




          “Initial Eligibility Criteria” as defined in Section 9.11(b).




          “Initial Term Lender” means Barclays Bank PLC.




          “Initial Term Loans” as defined in Section 2.1(a).




          “Initial Term Loan Commitment” means the commitment of an Initial Term Lender under the
Original Credit Agreement to make or otherwise fund an Initial Term Loan and “Initial Term Loan
Commitments” means such commitments of all Initial Term Lenders in the




24









 







aggregate. The aggregate amount of the Term Loan Commitments was $2,000,000,000 on the
Closing Date before the funding of any Term Loans.




          “Insolvent Lender” means a Lender which, or whose Parent Company, (i) is insolvent or
generally unable to pay its debts as they become due, or admits in writing its inability to pay its
debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) is
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding,
(iii) for whom a receiver, trustee, conservator, intervenor or sequestrator or the like has been
appointed, or (iv) has taken any action in furtherance of or indicating its consent to or
acquiescence in any such proceeding or appointment.




          “Institutional Allocation Confirmation” means an Institutional Allocation Confirmation in the
form previously agreed with the Administrative Agent.




          “Interest Payment Date” means with respect to (i) any Base Rate Loan, (a) the last day of each
month, commencing on the first such date to occur after the Closing Date; and (b) the Final
Maturity Date with respect to such Loan; and (ii) any LIBOR Rate Loan, the last day of each
Interest Period applicable to such Loan; provided, that in the case of any Interest Period
of longer than one (1) month “Interest Payment Date” shall also include each date that is one (1)
month, or an integral multiple thereof, after the commencement of such Interest Period.




          “Interest Period” means, in connection with a LIBOR Rate Loan, an interest period of one, two,
three or six months, as selected by a Borrower in the applicable Funding Notice or
Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or
Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the
day on which the immediately preceding Interest Period expires; provided, that (a) if an
Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period
shall expire on the next succeeding Business Day unless no further Business Day occurs in such
month, in which case such Interest Period shall expire on the immediately preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall, subject to clauses (c), (d) and (e) of this proviso, end on the last Business Day of
a calendar month; (c) no Interest Period with respect to any portion of any Loans shall extend
beyond the applicable Final Maturity Date with respect to such Loans; (d) no Interest Period that
commences prior to the earlier of (i) the Tranche 2 Outside Date and (ii) the Credit Date by which
the Tranche 2 Term Loan Commitments have been fully utilized (either by amount or with respect to
the maximum amount of drawings permitted thereon) after Borrower Representative shall have utilized
or waived its option to establish Tranche 2B Term Loan Commitments (such earlier date, the “LIBOR
Adjustment Date”), shall be longer than one month; and (e) any Interest Period that commences prior
to the LIBOR Adjustment Date that would otherwise end after the LIBOR Adjustment Date shall instead
end on the LIBOR Adjustment Date (except that for purposes of determining the Adjusted LIBOR Rate,
such Interest Period shall be treated as if it were a one-month period).




          “Interest Rate Determination Date” means, with respect to any Interest Period, the date that
is two Business Days prior to the first day of such Interest Period.




25









 








          “Interim Cash Management Order” means an interim order of the Debtors, in form and substance
satisfactory to the Agents and Lenders Steering Committee, approving the Debtors’ cash management
system and providing for authority for the Debtors to continue their respective cash management
systems and including the following, unless otherwise agreed by the Lenders Steering Committee, (i)
post-petition loan protections for any intercompany investment, loan, advance or transfer by any
Credit Party or any of its Restricted Subsidiaries (in such case a “lending party”) to any other
Credit Party or any subsidiary thereof that is a Debtor, granting the lending party pursuant to
Section 364 of the Bankruptcy Code a superpriority claim against, and first priority lien on the
assets of, the applicable Debtor (other than cash collateral provided for letters of credit to the
extent subject to a Lien permitted under Section 6.2(w)) and related protections pursuant to
Section 364(e) of the Bankruptcy Code, (ii) requiring delivery by a Debtor to the Agents and the
Lenders Steering Committee a copy of a borrowing certificate made by a Debtor to a lending party to
request from any Subsidiary Borrower an intercompany investment, loan, or advance of proceeds from
a Funding Account or a Sweep Account other than funds transferred to the Debtor’s disbursement
accounts in the ordinary course of business to pre-fund or reimburse the Debtor for disbursements
made through those accounts to pay obligations of a Credit Party or a Restricted Subsidiary thereof
and (iii) authority for the Company to continue intercompany transfers to comply with Section 5.14
and other covenants herein.




          “Internal Control Event” means a material weakness in, or fraud that involves management of,
Company, which fraud has a material adverse effect on Company’s internal controls over financial
and other reporting, in each case as described in the Securities Laws, whether or not Company is
subject thereto.




          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof
and from time to time hereafter, and any successor statute.




          “Investment” means (i) any direct or indirect purchase or other acquisition by Company or any
of its Restricted Subsidiaries of, or of a beneficial interest in, any of the Securities of any
other Person; (ii) any direct or indirect redemption, retirement, purchase or other acquisition for
value, by any Restricted Subsidiary of Company from any Person, of any Capital Stock of such
Person; (iii) any direct or indirect loan, advance or capital contributions by Company or any of
its Restricted Subsidiaries to any other Person, including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from transactions with that
other Person in the Ordinary Course of Business; and (iv) any direct or indirect Guarantee of any
obligations of any other Person. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.




          “Joinder Agreement” means an agreement substantially in the form of Exhibit J.




          “Joint Venture” means a joint venture, partnership or other similar arrangement, in each case
with a Person or Persons who are not subsidiaries of the Company, whether in corporate, partnership
or other legal form; provided, in no event shall any corporate Restricted Subsidiary of any
Person be considered to be a Joint Venture to which such Person is a party.




26









 








          “JPMorgan Facility” means that certain 5-Year Letter of Credit Issuance and Reimbursement
Agreement, dated as of May 23, 2005, among Company, J.P. Morgan Securities Inc., as sole lead
arranger and bookrunner, Barclays Bank PLC, as syndication agent, Bank of America, N.A. and
Citibank, N.A. as documentation agents, JPMorgan Chase Bank, N.A., as administrative agent and as
issuing bank, and the several banks and other financial institutions as lenders thereto, and any
documents entered into or otherwise related thereto (including any cash collateral agreement).




          “Large Asset Sale” means any Asset Sale, whether in a single transaction or series or related
transactions, that involves assets having a Fair Market Value equal to or in excess of
$500,000,000.




          “LC Exposure” means, with respect to any letter of credit, at any time, the sum of (i) the
undrawn face amount of such letter of credit plus (ii) the aggregate amount of all drawings
under such letter of credit that have not yet been reimbursed by or on behalf of the account party
under such letter of credit.




          “Lender” means each Lender party hereto on the Amendment Agreement Effective Date, and any
other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement
other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement.




          “Lenders Steering Committee” as defined in Section 9.11(a).




          “Liabilities” as defined in Section 10.3(a).




          “LIBOR Rate Loan” means a Loan bearing interest at a rate determined by reference to the
Adjusted LIBOR Rate.




          “Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance
of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or equivalent statutes) or any
jurisdiction.




          “LILO Mitigation Proceeds” means, with respect to any LILO Transaction, any proceeds (other
than the rail cars and other rolling stock) received from the head lessor under, or in respect of
the head lease in connection with, such LILO Transaction after any Subsidiary Borrower shall have
applied Tranche 2 Term Loan Proceeds to pay damages, liquidated damages, stipulated loss value,
amounts in respect of the present value of rental payments or accelerated rental payments or other
similar amounts in connection with an event of default under the applicable head lease without
receiving an assignment of title to the applicable Refinancing Eligible Equipment.




          “LILO Transactions” means Refinancing Eligible Debt identified on Schedule 1.1B as “Rail Head
Leases”.




27









 








          “Loan” means any Term Loan.




          “Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve
System as in effect from time to time.




          “Material Adverse Effect” means a material adverse effect on (i) the business operations,
properties, assets, or condition (financial or otherwise) of Company and its Restricted
Subsidiaries taken as a whole; (ii) the ability of the Credit Parties as a whole to fully and
timely perform the Obligations; (iii) the legality, validity, binding effect, or enforceability
against a Credit Party of a Credit Document to which it is a party; (iv) the value of the
Collateral or on Collateral Agent’s Liens (on behalf of itself and the Secured Parties) on the
Collateral, in each case taken as a whole, or on the priority of such Liens, taken as a whole,
except to the extent Liens on Collateral are expressly not required to be maintained pursuant to
this Agreement or any Collateral Document; or (v) the rights, remedies and benefits available to,
or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document. In no
event shall the filing of an Approved Chapter 11 Case or the emergence therefrom in accordance with
an Approved Restructuring Plan result in or be deemed a Material Adverse Effect under this
Agreement or any other Credit Document.




          “Measurement Date” as defined in Section 6.7(b)(ii).




          “Moody’s” means Moody’s Investors Service, Inc.




          “Multiemployer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA,
which (i) is maintained for employees or former employees of the Company, any of its subsidiaries,
or any of their respective ERISA Affiliates and at least one Person other than the Company, any of
its subsidiaries, or any of their respective ERISA Affiliates or (ii) was so maintained and in
respect of which the Company, any of its subsidiaries, or any of their respective ERISA Affiliate
could have liability under Section 4063 or 4064 of ERISA in the event such plan has been or were to
be terminated.




          “NAIC” means The National Association of Insurance Commissioners, and any successor thereto.




          “Narrative Report” means, with respect to the financial statements for which such narrative
report is required, a narrative report describing the operations of Company and its subsidiaries in
the form prepared for presentation to senior management thereof for the applicable month, Fiscal
Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the
end of such period to which such financial statements relate with comparison to and variances from
the immediately preceding period and budget.




          “Net Asset Sale Proceeds” means, with respect to any asset sale or other disposition, an
amount equal to: (i) the sum of Cash payments and Cash Equivalents received by Company or any of
its Restricted Subsidiaries from such asset sale or other disposition (including any Cash or Cash
Equivalents received by way of deferred payment pursuant to, or by monetization of, a note or other
receivable obtained in respect of an asset sale or other disposition by a Credit Party or any
Restricted Subsidiary, but only as and when so received),




28









 







minus (ii) any bona fide direct costs incurred in connection with such asset sale or
other disposition, including (a) income or gains taxes paid or payable by the seller or its direct
or indirect parent as a result of any gain recognized in connection with such asset sale or other
disposition during the tax period the sale occurs (after taking into account any available tax
credits or deductions and any tax-sharing arrangements), (b) payment of the outstanding principal
amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that
is secured by a Lien on the stock or assets in question and that is required to be repaid under the
terms thereof as a result of such asset sale or other disposition, and (c) a reasonable reserve for
any indemnification payments (fixed or contingent) attributable to indemnities and representations
and warranties to purchaser in respect of such asset sale or other disposition undertaken by
Company or any of its Restricted Subsidiaries in connection with such asset sale or other
disposition; provided that upon release of any such reserve, the amount released shall be
considered Net Asset Sale Proceeds).




          “Net Cash Debt Proceeds” means, with respect to any incurrence of Indebtedness, an amount
equal to: (i) the sum of Cash payments and Cash Equivalents received by any Credit Party or any of
its Restricted Subsidiaries from such incurrence of Indebtedness, minus (ii) attorneys’
fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other
customary fees and expenses paid to Persons that are not Affiliates of Credit Parties actually
incurred in connection therewith.




          “New L/C Facility” means a letter of credit agreement to be entered into on or after the
Amendment Agreement Effective Date among Company, certain subsidiaries of Company and one or more
issuing banks, and any documents entered into or otherwise related thereto (including any cash
collateral agreement), in each case, as the same may be amended, amended and restated, supplemented
or otherwise modified, replaced or refinanced from time to time.




          “New Term Loan” as defined in Section 2.20(b).




          “New Term Loan Closing Date” as defined in Section 2.20(b).




          “New Term Loan Commitments” as defined in Section 2.20.




          “New Term Loan Lender” as defined in Section 2.20.




          “Non-Consenting Lender” as defined in Section 2.19.




          “Non-Public Information” means information which has not been disseminated in a manner making
it available to investors generally, within the meaning of Regulation FD.




          “Non-U.S. Lender” as defined in Section 2.16(e).




          “Non-Voting Capital Stock” means, with respect to any issuer of Capital Stock, the Capital
Stock of such issuer that is not Voting Capital Stock.




          “Note” means a Term Loan Note substantially in the form of Exhibit B.




29









 








          “Notice” means a Funding Notice or a Conversion/Continuation Notice.




          “Notice Date” as defined in Section 5.1(h).




          “Obligations” means all liabilities and obligations of every nature of each Credit Party from
time to time owed to the Agents (including former Agents), the Arrangers, the BANA Indemnitees, the
Lenders or any of them under any Credit Document, whether for principal, interest (including
interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party,
would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party
for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or
otherwise and whether primary, secondary, direct, indirect, contingent, fixed or otherwise
(including obligations of performance).




          “Obligee Guarantor” as defined in Section 7.7.




          “Obligors” as defined in Section 5.14(f).




          “Ordinary Course of Business” means each of the following occurring in the ordinary course of
business: (i) all activities conducted by Company and its Restricted Subsidiaries (or their
subsidiaries) in the ordinary course of their businesses, regardless of frequency, including,
without limitation, the following activities: providing, arranging or syndicating financing
(whether debt or equity), holding Portfolio Assets, asset management and servicing, factoring,
trade accounts receivable purchasing, trade accounts receivable management services, leasing (both
capital and operating leasing, and sales and exchanges pursuant to such leasing, and real estate
leasing and subleasing to or from third parties with respect to operating locations), purchases,
sales, transfers or other dispositions of Portfolio Assets, investment advisory services, insurance
products, vendor financing, Portfolio Asset management, purchases and sales or other dispositions
of assets and Capital Stock (including Investments in Joint Ventures) acquired in workouts of
Portfolio Assets or factoring facilities, in each case in this clause (i), to third parties or to
Subsidiaries in the ordinary course of business, (ii) any financings (including any Investments and
other transactions in connection therewith) of the foregoing activities through securitizations,
secured financings, bank loans, conduit facilities, trusts, special purpose vehicles or other
means, (iii) any related workout, exercise of remedies or restructuring activities, including,
without limitation, formation of a special purpose vehicle to acquire, hold or dispose of assets
and Capital Stock obtained in connection with such restructuring or other activities, (iv) managing
and operating assets and businesses acquired through the exercise of remedies, (v) business
associated with investments, banking or investment banking (including commercial and retail deposit
taking) and (vi) any reasonable extension or evolution of the foregoing activities.




          “Organizational Documents” means (i) with respect to any corporation, its certificate or
articles of incorporation or organization, as amended, and its by laws, as amended, (ii) with
respect to any limited partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (iii) with respect to any general partnership, its partnership
agreement, as amended, and (iv) with respect to any limited liability company, its articles of
organization, as amended, and its operating agreement or limited liability company agreement, as
amended. In the event any term or condition of this Agreement or any other




30









 







Credit Document requires any Organizational Document to be certified by a secretary of state
or similar governmental official, the reference to any such “Organizational Document” shall only be
to a document of a type customarily certified by such governmental official.




          “Original Collateral Agreement” means that certain Collateral Agreement, dated as of July 20,
2009, by and among each Credit Party other than Company and the Collateral Agent.




          “Original Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of July
20, 2009, by and among Company, certain subsidiaries of Company, the lenders from time to time
party thereto and Barclays Bank PLC, as administrative agent and collateral agent for such lenders
thereunder.




          “Original Tranche 2A Term Loan Exposure” means (a) with respect to each Person holding a
Tranche 2A Term Loan Commitment on the Amendment Agreement Effective Date, the aggregate principal
amount of its Tranche 2A Term Loan Commitments as of such date (whether funded or unfunded) and (b)
with respect to each Person that has purchased Tranche 2A Term Loan Commitments (and/or Tranche 2
Term Loans funded thereunder) from Bank of America, N.A. pursuant to an Institutional Allocation
Confirmation, the aggregate principal amount of Tranche 2 Term Loans and Tranche 2A Term Loan
Commitments included within the “Assigned Interest” specified in the applicable Assignment
Agreement; provided, that the Original Tranche 2A Term Loan Exposure of Bank of America,
N.A. is equal to the difference between (i) the amount applicable to it pursuant to clause (a) of
this definition less (ii) the sum of the amounts applicable to each other Person referred
to in clause (b) of this definition.




          “Original Tranche 2A Term Loan Lender” means each Person having Original Tranche 2A Term Loan
Exposure on the Amendment Agreement Effective Date.




          “Other Available Cash” means, at any time of determination, available cash of Company and its
Restricted Subsidiaries held in accounts other than the Sweep Accounts and the Funding Accounts
(excluding (i) restricted cash balances and (ii) cash held by or for third parties (including
securitization, conduit or other similar entities) or by Foreign Subsidiaries).




          “Other Taxes” means any and all present or future stamp, registration, recording, filing,
transfer, documentary, excise or property Taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to or
in connection with, any Credit Document.




          “Owner-Trustee” means the owner trustee (not in its individual capacity but solely as trustee)
of an owner trust, the property of which is beneficially owned by a Grantor in the furtherance of
Ordinary Course of Business.




          “Parent Company” means, with respect to a Lender, the bank holding company (as defined in
Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially
or of record, directly or indirectly, a majority of the shares of such Lender.




          “Pari Passu Lien Debt” means, at any time of determination, Indebtedness in an amount equal to
(a) prior to any grant by Company of a Lien on any of its assets to secure any of




31









 







the Obligations, zero and (b) on or after any such grant, the outstanding Indebtedness of
Company arising in respect of Old Notes (as defined in the Approved Restructuring Plan) that are
not exchanged or treated pursuant to the Approved Restructuring Plan.




          “Participant” as defined in Section 10.6(g).




          “Participant Register” as defined in Section 10.6(g).




          “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).




          “Payment Accounts” as defined in Section 5.14(f).




          “Payment Premium” means, (a) with respect to any prepayment or repayment of any Tranche 1 Term
Loans (whether mandatory or voluntary, and whether resulting from acceleration or otherwise)
occurring (x) at any time prior to the Call Premium Termination Date, the sum of the applicable
Call Premium and the Exit Premium and (y) at any time thereafter, the Exit Premium; and (b) with
respect to any voluntary prepayment or repayment of any Tranche 2 Term Loans occurring at any time
prior to the first anniversary of the Tranche 2 Effective Date, the applicable Call Premium.




          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.




          “Pension Plan” means an Employee Benefit Plan that is a “defined benefit plan” (as defined in
Section 414(j) of the Code and Section 3(35) of ERISA) other than a Multiemployer Plan.




          “Permitted Acquisitions” means the acquisition of all or substantially all of the business,
assets or equity interests of another Person or division or business line or business unit of a
Person in the same or a substantially similar business as the Company and its subsidiaries at the
time (including, without limitation, businesses typically carried on by banks (commercial or
retail), investment banks or finance institutions and any other line of business carried on by
Regulated Entities or other subsidiaries of Company or its Restricted Subsidiaries).




          “Permitted Bank Investments” means Investments to be made pursuant to Section 6.6 (o)
(provided this amount may only be used to fund a transaction following which Company or a
Restricted Subsidiary has previously completed or has conditional regulatory approval to conduct a
Platform Transfer) or Section 6.6(r) of this Agreement.




          “Permitted Business” means any business permitted under Section 6.12.




          “Permitted Debt Refinancing” means the direct or indirect refund, refinancing or replacement
of any Indebtedness and obligations with proceeds of Tranche 2 Term Loans to the extent that
(a) such Indebtedness and obligations constitute Refinancing Eligible Debt; (b) contemporaneously
with such application of Tranche 2 Term Loan proceeds, such Indebtedness and obligations shall have
been Discharged; (c) the borrowing of such Tranche 2




32









 







Term Loans shall have occurred within the time frame identified for a “Refinancing” with
respect to such Refinancing Eligible Debt on Schedule 1.1B; (d) each Person identified on Schedule
1.1B as an “Additional Borrower” with respect to such Refinancing Eligible Debt either (i) shall
have duly executed and delivered a Borrower Counterpart Agreement and such Tranche 2 Term Loans
shall have been made only to such Person or (ii) shall, to the extent such Tranche 2 Term Loans
were made to the Funding Account Holder, have assumed such Loans from the Funding Account Holder
pursuant to a duly executed and delivered Borrower Assumption Agreement; (e) substantially
contemporaneously with such Permitted Debt Refinancing, each Person identified on Schedule 1.1B as
an “Additional Guarantor” with respect to such Refinancing Eligible Debt shall have duly executed
and delivered a Guarantor Counterpart Agreement and a Joinder Agreement in substantially the form
of Annex 2 to the Collateral Agreement; (f) other than with respect to Controlled Accounts subject
to Section 5.19, all agreements, instruments, filings, recordations, searches and other actions as
are necessary or reasonably requested by the Collateral Agent shall have been (or contemporaneously
shall be) entered into, executed or taken (as applicable) to create in favor of the Collateral
Agent for the benefit of Secured Parties a Lien perfected at first priority (subject in priority
only to Liens permitted under clauses (b) through (e), (g) through (k), and (r) of Section 6.2) on
all assets described on Schedule 1.1B as “Collateral” granted by such Person with respect to such
Refinancing Eligible Debt in accordance with and subject to the terms of the Collateral Documents
(provided that, with respect to a Permitted Debt Refinancing in respect of any Refinancing
Eligible Equipment Financing, only those assets described on Schedule 1.1B as “Collateral” securing
such Refinancing Eligible Equipment Financing shall be required to become subject to such Lien and,
in the case of aircraft, only those actions described with respect to such Collateral on Schedule
1.1A shall be required to be taken to perfect such Lien; and provided, further,
that with respect to a Permitted Debt Refinancing in respect of Refinancing Eligible Debt
identified on Schedule 1.1B as the “Trade Finance Business/Conduit” or the “Wells Fargo Facility”,
all assets described as “Collateral” on such schedule with respect thereto shall be or have become
property of CMS Funding Company LLC and CIT Middle Market Funding Company, LLC, respectively (other
than the membership interests in CIT Middle Market Funding Company, LLC and the proceeds thereof
pledged by CIT Middle Market Holdings, LLC)); and (g) in the case that such Permitted Debt
Refinancing involves an Additional Borrower or Additional Guarantor or Collateral comprised of
aircraft, rail cars or other rolling stock, each Lender and the Administrative Agent shall have
received a legal opinion reasonably satisfactory in form and substance to the Administrative Agent
and the Collateral Agent rendered by outside counsel to the Credit Parties reasonably satisfactory
to the Administrative Agent and the Collateral Agent regarding, as applicable, enforceability of
the counterpart and/or assumption agreement and/or joinder agreement, the creation and perfection
of Liens required with respect to the refund, refinancing or replacement of such Indebtedness and
obligations and such other matters as are reasonably requested by the Administrative Agent or the
Collateral Agent.




          “Permitted Exchange Indebtedness” means Permitted Refinancing Indebtedness that is issued in
exchange for Indebtedness of Company or CIT Funding pursuant to an Approved Restructuring Plan,
which Indebtedness may be secured by Liens permitted pursuant to Section 6.2(s).




33









 








          “Permitted Funding Indebtedness” means any (i) Indebtedness incurred in the Ordinary Course of
Business, the proceeds of which (if any) are used in the Ordinary Course of Business, including,
without limitation, customary loans or lines of credit (revolving and term), asset swaps, factoring
agreements, trade accounts receivable purchasing agreements, securitizations and conduits and other
similar transactions, total return swaps, secured financings, letters of credit facilities,
aircraft acquisition financings, purchase money financing, repurchase transactions, reverse
repurchase transactions or warehouse financings (including any reasonable extension or evolution of
such activities including for purposes of financing other types of financial or operating assets),
and (ii) any and all indemnification or guaranty obligations arising in connection with any of the
foregoing activities.




          “Permitted Funding Liens” means (a) Liens described in clauses (b) through (f), (h) through
(l) and (r) of Section 6.2 and, upon effectiveness of the Amended Confirmation regarding the TRS
Facility, Liens described in clauses (m) (to the extent arising with respect to the TRS Facility as
then in effect) and (x) of Section 6.2, (b) Liens refinancing or replacing any of the Liens
contemplated in clause (a) of this definition, and (c) Liens that arise by operation of law and are
not voluntarily granted, to the extent entitled by law to priority over the security interests
created by the Collateral Documents.




          “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.




          “Permitted Priority Liens” means Liens permitted under clauses (b) through (n), (r), (u)(A),
(v), (w), (x), (z) and (to the extent it relates to the foregoing) (aa) or (hh) of Section 6.2.




          “Permitted Reestablishment Indebtedness” means, with respect to each category of Refinancing
Eligible Debt identified on Schedule 1.1B, Indebtedness of one or more of the Company’s Restricted
Subsidiaries that (a) is incurred in an aggregate principal amount not to exceed the principal
amount of such Refinancing Eligible Debt outstanding on the Amendment Agreement Effective Date on
terms and conditions no less favorable (when taken as a whole) to the obligors of such Indebtedness
than those applicable to the Tranche 2 Loans or (b) would constitute Permitted Refinancing
Indebtedness in respect of such Refinancing Eligible Debt.




          “Permitted Refinancing Indebtedness” means Indebtedness that refunds, refinances, renews,
replaces or extends any Indebtedness permitted to be incurred by Company or any Restricted
Subsidiary pursuant to the terms of this Agreement, whether involving the same or any other lender
or creditor or group of lenders or creditors, but only to the extent that:




          (a) the Permitted Refinancing Indebtedness is scheduled to mature either (a) no earlier than
the Indebtedness being refunded, refinanced or extended or (b) at least 91 days after the last date
on which the Final Maturity Date may occur,




          (b) the Permitted Refinancing Indebtedness has a weighted average life to maturity that is
equal to or greater than the remaining weighted average life to maturity of the Indebtedness being
refunded, refinanced, renewed, replaced or extended,




34









 








          (c) such Permitted Refinancing Indebtedness is in an aggregate principal amount that is less
than or equal to the sum of (i) the aggregate principal or accreted amount (in the case of any
Indebtedness issued with original issue discount) then outstanding plus all available commitments
for funding under the Indebtedness being refunded, refinanced, renewed, replaced or extended, (ii)
the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of
preexisting prepayment provisions on such Indebtedness being refunded, refinanced, renewed,
replaced or extended, (iii) the amount of reasonable and customary fees, expenses and costs related
to the incurrence of such Permitted Refinancing Indebtedness and (iv) an amount equal to up to two
percent (2%) of the aggregate principal or accreted amount (in the case of any Indebtedness issued
with original issue discount) then outstanding under the Indebtedness being refunded, refinanced,
renewed, replaced or extended with respect to any required interest or payment reserves on such
Permitted Refinancing Indebtedness,




          (d) unless such Permitted Refinancing Indebtedness is Permitted Exchange Indebtedness, it is
incurred only by the same Person or Persons (or their successor(s)) that initially incurred
(including by Guarantee) the Indebtedness being refunded, refinanced, renewed, replaced or extended
or by a Credit Party or another Restricted Subsidiary (provided, that if the Indebtedness
being refunded, refinanced, replaced, renewed or extended was initially incurred by Company, until
the occurrence of a Company Lien Event, such Permitted Refinancing Indebtedness is incurred by
Company); and




          (e) if the Indebtedness is (i) unsecured, such Permitted Refinancing Indebtedness is either
unsecured or secured by Liens permitted pursuant to Section 6.2(s), or (ii) subordinated to the
Obligations, such Permitted Refinancing Indebtedness is subordinated to the Obligations on terms at
least as favorable to the Lenders as the Indebtedness being refinanced unless such Permitted
Refinancing Indebtedness is Permitted Exchange Indebtedness.




          “Permitted Reinvestment” means (i) a Permitted Acquisition if, after giving effect thereto,
the business, assets or equity interests acquired pursuant thereto are owned by or become a
Restricted Subsidiary; (ii) a Capital Expenditure; (iii) the acquisition of (or providing funding
to a subsidiary of Company to acquire) other assets (including Portfolio Asset) that are used or
useful in a Permitted Business or to otherwise fund a Permitted Business; or (iv) to fund new
originations of Portfolio Assets (including to fund revolver advances and obligations related to
letters of credit provided to or on behalf of customers and borrowers under existing loan or letter
of credit facilities in the Ordinary Course of Business) or to provide funding to subsidiaries of
Company to facilitate the foregoing.




          “Permitted Release Collateral” means (i) Collateral to the extent that it is subject to a Lien
described in Section 6.2(m), (n) (other than Restricted Collateral and any Collateral described in
clause (y)(3) of Section 6.1(k)), (w), (bb), (cc), (dd) (provided that the conditions in the
proviso to Section 6.2(dd) have been satisfied) or (to the extent it relates to any of the
foregoing) (hh) and (ii) Collateral subject to Liens permitted pursuant to Section 6.2(b), (c),
(d), (g), (i), (o), (r), (u)(A), (v), (y) or (z) with an aggregate fair market value (measured at
the time of the applicable release) not to exceed $10,000,000 during the term of this Agreement.




          “Permitted Tranche 2 Purposes” means the use of Tranche 2 Term Loan proceeds on the Credit
Date for such Tranche 2 Term Loans (a) by any Subsidiary Borrower to




35









 







whom such Loans were made (or by the Company to whom such Subsidiary Borrower transferred such
proceeds), in an aggregate amount of up to $500,000,000 for all Borrowers, for working capital and
other general corporate purposes of Company and its Restricted Subsidiaries, including the use of
up to $150,000,000 of such amount to provide financing for obligors under Company’s existing joint
venture relationship with Avaya Inc.; (b) by any Subsidiary Borrower to whom such Loans were made
(or by the Company to whom such Subsidiary Borrower transferred such proceeds) to, directly or
indirectly, cash collateralize letters of credit permitted under Section 6.1(b) to the extent
permitted under Section 6.2(w) and to pay fees and expenses related to such letters of credit; (c)
by The CIT Group/Commercial Services, Inc. (as the Subsidiary Borrower to whom such Loans were
made), in an aggregate amount of up to $1,000,000,000, to provide for (x) its working capital and
other general corporate purposes in connection with the financing of trade receivables, (y) an
additional trade receivables conduit financing by The CIT Group/Commercial Services, Inc.
structured substantially similar to the $1,300,000,000 trade receivables conduit financing obtained
by CMS Funding Company LLC (the “Trade Receivables Financing”) and otherwise on terms and
conditions reasonably satisfactory to the Lenders Steering Committee or (z) a Permitted Debt
Refinancing of the Refinancing Eligible Debt identified on Schedule 1.1B as the “Trade Finance
Business/Conduit” through the payment in full of all outstanding amounts due and owing by CMS
Funding Company LLC under the Trade Receivables Financing via a contribution to capital or other
inter-company transfer, or any combination of the foregoing; (d) by CIT Lending Services
Corporation (as the Subsidiary Borrower to whom such Loans were made), to provide for a Permitted
Debt Refinancing of the Refinancing Eligible Debt identified on Schedule 1.1B as the “Wells Fargo
Facility” (the “Commercial Loan Financing”) through the payment in full of all outstanding amounts
due and owing by CIT Middle Market Funding, LLC under the Commercial Loan Financing via a
contribution to capital or other inter-company transfer, or any combination of the foregoing; (e)
by any Subsidiary Borrower to whom such Loans were made that is qualified to obtain such Tranche 2
Term Loans with respect to any Permitted Debt Refinancing pursuant to clause (d) of the definition
thereof, to consummate such Permitted Debt Refinancing (other than a Permitted Debt Refinancing of
the Refinancing Eligible Debt identified on Schedule 1.1B as the “Trade Finance Business/Conduit”
or the “Wells Fargo Facility”), whether directly or indirectly, including via a contribution to
capital or other inter-company transfer to one of its Wholly-Owned subsidiaries; (f) by the Funding
Account Holder to whom such Loans were made, to fund the Funding Account for subsequent application
of such funds in accordance with Section 5.14(c); and (g) by C.I.T. Leasing Corporation (as the
Subsidiary Borrower to whom such Loans were made) in an aggregate amount of up to $540,000,000, to
be applied to any and all payments required under the Amended Confirmation in respect of the TRS
Facility. Notwithstanding anything in the foregoing, in no event shall any proceeds of Tranche 2
Term Loans be applied to make any voluntary prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Indebtedness subject to the
Offers (as such term is defined in the Approved Restructuring Plan) and any such application of
proceeds shall not constitute a Permitted Tranche 2 Purpose.




          “Person” means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships, joint stock companies,
Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,




36









 







business trusts or other organizations, whether or not legal entities, and Governmental
Authorities.




          “Petition Date” means the date on which the Debtors commence one or more voluntary cases under
Chapter 11 of the Bankruptcy Code.




          “Plan” means the Plan of Reorganization included in the Approved Restructuring Plan.




          “Platform” means a business unit or units (or portions thereof) in Company’s “Transportation
Finance,” “Trade Finance,” “Corporate Finance” or “Vendor Finance” business units or segments.




          “Platform Assets” means, with respect to any Platform, any and all employees, assets
(excluding Portfolio Assets and trade accounts receivable, but including the underlying trade
finance contracts), personnel, systems, intellectual property, books and records, contracts and
contractual rights, and other assets necessary for the operation of such Platform.




          “Platform Transfer” means the contribution of a Platform and related Platform Assets to CIT
Bank.




          “PMSI Assets” as defined in Section 6.1(k).




          “Portfolio Assets” means, any assets or rights acquired, funded, held, managed, financed,
syndicated or otherwise generated or disposed of in the Ordinary Course of Business, including,
without limitation, loans, leases, equipment, intellectual property rights, Securities and
investment property (equity or otherwise), mortgages and instruments (negotiable or otherwise),
receivables, trade payables or trade account receivables, and any other financial assets and the
proceeds and products of the foregoing.




          “Post-Closing Collateral Procedures” means the matters described on Schedule 5.19.




          “Prepayment Damages Adjuster Percentage” means with respect to any prepayment or repayment of
any Term Loans, the sum of (i) the Call Premium Percentage applicable to such prepayment or
repayment of Term Loans, plus (ii) any portion of the initial yield payment required under Section
2.8(a)(y) which is not received and retained by the Lenders (without offset or credit of any kind
in favor of any Credit Party against any Obligation other than to make the initial yield payment)
with respect to the amount of the repayment or prepayment for which the Call Premium is being
determined, expressed as a percentage of the amount repaid or prepaid; plus (iii) any portion of
the Exit Premium required under this Agreement which is not received and retained by the Lenders
(without offset or credit of any kind in favor of any Credit Party against any Obligation other
than the obligation to pay the Exit Premium) with respect to the amount of the payment or repayment
for which the Call Premium is being determined, expressed as a percentage of the amount repaid or
prepaid.




          “Prepayment Date” as defined in Section 2.11(c).




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          “Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section
as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of
the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate actually charged to any
customer. Any Agent or any other Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.




          “Principal Office” means, for each of the Administrative Agent and any Lender, such Person’s
“Principal Office” (and account as appropriate) as set forth on Appendix A, or such other office or
account or office of a third party or sub agent, as appropriate, as such Person may from time to
time designate in writing to Company and each Lender.




          “Pro Rata Share” means (i) with respect to funding and other matters relating to the Initial
Term Loan Commitment of any Lender, the percentage obtained by dividing (a) the Initial Term Loan
Commitment of that Lender, by (b) the aggregate Initial Term Loan Commitments of all Lenders; (ii)
with respect to funding and other matters relating to the New Term Loan Commitment of any Lender,
the percentage obtained by dividing (a) the New Term Loan Commitment of that Lender, by (b) the
aggregate New Term Loan Commitments of all Lenders; and (iii) with respect to funding and other
matters relating to the Tranche 2 Term Loan Commitment of any Lender, the percentage obtained by
dividing (a) the Tranche 2 Term Loan Commitment of that Lender by (b) the aggregate Tranche 2 Term
Loan Commitment of all Lenders. For all other purposes with respect to each Lender, “Pro Rata
Share” means the percentage obtained by dividing (A) an amount equal to the Exposure of that
Lender, by (B) an amount equal to the aggregate Exposure of all Lenders.




          “Qualified Debt Obligation” means Indebtedness of Company, secured Indebtedness of
Subsidiaries of Company that is recourse to Company and the amount of Indebtedness of CIT Rail
Leasing Trust I in excess of funds available in CIT Rail Leasing Trust I to repay such
Indebtedness.




          “Quiet Enjoyment Letter” means a letter required under any aircraft lease agreement, such
letter to be in the form required under such lease agreement, pursuant to which the Collateral
Agent acknowledges the rights of a lessee to quiet enjoyment under its lease agreement.




          “Rate Management Transaction” means any transaction (including an agreement with respect
thereto) now existing or hereafter entered into which is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction, cross-currency
rate swap transaction, currency option or any other similar transaction (including any option with
respect to any of these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other financial measures, or
the purchase of credit default swaps.




          “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or
otherwise) then owned by any Credit Party in any real property.




38









 








          “Receivables Borrowed Amount” as defined in Section 2.10(b).




          “Reference Obligations” as defined in Schedule 1.1B.




          “Refinancing Eligible Debt” means certain Indebtedness and obligations (including, in each
case, accrued and unpaid interest (if any), premiums owed (if any) not in excess of prepayment
provisions on such Indebtedness or obligations, which provisions were in existence on the Amendment
Agreement Effective Date, and the amount of reasonable and customary fees, expenses and costs (if
any) related thereto) in the maximum amounts, subject to the terms and conditions and secured by
the collateral identified on Schedule 1.1B, provided, that notwithstanding Section 10.5,
Schedule 1.1B may be amended with the consent of Borrower Representative and the Lenders Steering
Committee and without the consent of any other Lenders or Agent and provided
further that such amended Schedule 1.1B shall be promptly delivered to the Agents.




          “Refinancing Eligible Equipment” means any or all of (a) the aircraft and related rights and
documents subject to the ECA Financing obtained by Madeleine Leasing Limited, as borrower, or (b)
the railcars and other rolling stock and related rights and documents subject to the LILO
Transactions, in each case as more fully described on Schedule 1.1B, as applicable.




          “Refinancing Eligible Equipment Financing” means the Refinancing Eligible Debt identified on
Schedule 1.1B with respect to (i) the ECA Financings or (ii) the LILO Transactions, as applicable.




          “Register” as defined in Section 2.4(b).




          “Regulated Entity” means any Person identified on Schedule 1.1C and each other Person
identified by any Credit Party in writing to the Agents in accordance with Section 10.1 so long as,
in each case, such Person is an entity directly regulated by a Governmental Authority, including
CIT Bank and its subsidiaries, or whose assets or business consist primarily of assets (e.g.,
licenses) or businesses directly regulated by a Governmental Authority.




          “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.




          “Regulation FD” means Regulation FD as promulgated by the SEC under the Securities Act and the
Exchange Act.




          “Regulation S-X” means Regulation S-X as promulgated by the SEC under the Securities Act.




          “Reinvestment Proceeds” means, at any time, all Net Asset Sale Proceeds from an Asset Sale to
the extent that such Net Asset Sale Proceeds have not yet been applied to a Permitted Reinvestment
and with respect to which less than 365 days shall have elapsed since receipt by any Credit Party
of such Net Asset Sale Proceeds (or, in the case of Net Asset Sale Proceeds expected to be applied
to Permitted Reinvestments of the type described in clauses (i) and (iii) of the definition of
“Permitted Reinvestments”, (x) Company shall have entered into




39









 







binding commitments to so reinvest such Net Asset Sale Proceeds prior to the expiration of
such 365 day period, (y) Company shall use commercially reasonable efforts to consummate such
investment as soon as practicable and (z) less than 450 days shall have elapsed since receipt by
any Credit Party of such Net Asset Sale Proceeds).




          “Related Fund” means, with respect to any Lender that is an investment fund, any other
investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.




          “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material), including the movement
of any Hazardous Material through the air, soil, surface water or groundwater.




          “Release Certificate” as defined in Section 5.14(d).




          “Replacement Lender” as defined in Section 2.19.




          “Required Bank Investments” means Investments to be made under Section 6.6(j) of this
Agreement.




          “Required Paydown Amount” shall mean (i) with respect to any Net Asset Sale Proceeds or Net
Cash Debt Proceeds received by CIT Middle Market Funding, LLC or CMS Funding Company LLC, 100% of
such Net Asset Sale Proceeds or such Net Cash Debt Proceeds; (ii) with respect to any Net Asset
Sale Proceeds or Net Cash Debt Proceeds related to any sale or other disposition of any item of
Refinancing Eligible Equipment or the incurrence of Indebtedness secured thereby, the greater of
(x) such Net Asset Sale Proceeds or such Net Cash Debt Proceeds received and (y)(A) with respect to
such sale or other disposition, 80% of Fair Market Value of such item of Refinancing Eligible
Equipment and (B) with respect to such incurrence of Indebtedness, 70% of Fair Market Value of such
item of Refinancing Eligible Equipment; and (iii) with respect to any Net Asset Sale Proceeds or
Net Cash Debt Proceeds related to any sale or other disposition of the Reference Obligations or the
incurrence of Indebtedness secured thereby, 100% of such Net Asset Sale Proceeds or such Net Cash
Debt Proceeds.




          “Requisite Lenders” means one or more Lenders having or holding Exposure representing more
than fifty percent (50%) of the Exposure of all Lenders.




          “Requisite Tranche Lenders” means (a) with respect to the Tranche 1 Term Loan Facility, the
Requisite Tranche 1 Term Loan Lenders and (b) with respect to the Tranche 2 Term Loan Facility, the
Requisite Tranche 2 Term Loan Lenders.




          “Requisite Tranche 1 Term Loan Lenders” means one or more Lenders having or holding Tranche 1
Term Loan Exposure representing more than fifty percent (50%) of the Tranche 1 Term Loan Exposure
of all Lenders.




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          “Requisite Tranche 2 Term Loan Lenders” means one or more Lenders having or holding Tranche 2
Term Loan Exposure representing more than fifty percent (50%) of the Tranche 2 Term Loan Exposure
of all Lenders.




          “Restricted Collateral” means (a) the Collateral listed on Schedule 1.1B, (b) all of the
assets and property, whether now owned or hereafter acquired, of CMS Funding Company LLC and (c)
all of the assets and property, whether now owned or hereafter acquired, of CIT Middle Market
Funding, LLC.




          “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect,
on account of any shares of any class of stock of Company or any non-Wholly-Owned Restricted
Subsidiary now or hereafter outstanding (including any payment in connection with any merger or
consolidation involving Company or any non-Wholly-Owned Restricted Subsidiary), except a dividend
payable solely in shares of that class of stock to the holders of that class; (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value (including any
payment in connection with any merger or consolidation involving Company or any non-Wholly-Owned
Restricted Subsidiary), direct or indirect, of any shares of any class of stock of Company or any
non-Wholly-Owned Restricted Subsidiary, Regulated Entity, Special Purpose Vehicle, Joint Venture,
Immaterial Subsidiary or any limited purpose trust of which an Owner-Trustee is the trustee now or
hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of stock of Company or
any non-Wholly-Owned Restricted Subsidiary, Regulated Entity, Special Purpose Vehicle, Joint
Venture, Immaterial Subsidiary or any limited purpose trust of which an Owner-Trustee is the
trustee now or hereafter outstanding and (iv) any voluntary prepayment of principal of, premium, if
any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or
legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.




          “Restricted Subsidiary” means, with respect to any Person, any corporation, partnership,
limited liability company, association or other business entity of which more than fifty percent
(50%) of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar functions) having the
power to direct or cause the direction of the management and policies thereof is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the other Restricted
Subsidiaries of that Person or a combination thereof; provided, in determining the
percentage of ownership interests of any Person controlled by another Person, no ownership interest
in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.
Notwithstanding the foregoing, the term Restricted Subsidiary shall not include (i) any Special
Purpose Vehicle (whether bankruptcy remote or not), Regulated Entity, Joint Venture or Immaterial
Subsidiary or any limited purpose trust of which an Owner-Trustee is trustee (provided
that, for avoidance of doubt, if any Person, corporation, partnership, limited liability company,
association or other business entity (in each case that remains a subsidiary) shall cease to be a
Regulated Entity, Special Purpose Vehicle, Joint Venture, Immaterial Subsidiary or any limited
purpose trust of which an Owner-Trustee is the trustee, then that Person, corporation, partnership,
limited liability company, association or other business entity shall be a Restricted Subsidiary
and the Credit Parties will take all actions to comply with




41









 







Sections 5.10 and 5.13), (ii) Care Investment Trust, Inc., or (iii) any subsidiary of any
Person that is excluded from the term Restricted Subsidiary pursuant to the foregoing;
provided, however that (x) no Restricted Subsidiary shall at any time cease to be a
Restricted Subsidiary unless at such time the Subsidiary Unrestriction Conditions have been
satisfied or it is otherwise sold or liquidated in accordance with the provisions of this Agreement
and (y) at no time shall any of CIT Funding, CIT Middle Market Funding, LLC, CMS Funding Company
LLC or CFL cease to be a Restricted Subsidiary unless it is otherwise sold in accordance with the
provisions of this Agreement.




          “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.




          “SEC” means the U.S. Securities and Exchange Commission.




          “Secured Parties” has the meaning assigned to that term in the Collateral Agreement.




          “Securities” means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.




          “Securities Account” means a “securities account” as defined in Section 8-501 of the UCC, with
a bank or like organization.




          “Securities Act” means the Securities Act of 1933, as amended from time to time, and any
successor statute.




          “Securities Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley Act of 2002 and
the applicable accounting and auditing principles, rules, standards and practices promulgated,
approved or incorporated by the Securities and Exchange Commission or the Public Company Accounting
Oversight Board, as each of the foregoing may be amended and in effect on any applicable date
hereunder.




          “Significant Subsidiary” means each of (a) any Restricted Subsidiary or Regulated Entity that
would constitute a direct or indirect “significant subsidiary” (as defined in Regulation S-X) of
Company and (b) any group of Restricted Subsidiaries and/or Regulated Entities of Company that
collectively would constitute a direct or indirect “significant subsidiary” (as defined in
Regulation S-X) of Company.




          “Solvency Certificate” means, with respect to each Borrower, a Solvency Certificate of the
chief financial officer of such Borrower substantially in the form of Exhibit G-2.




42









 








          “Solvent” means that, with respect to any Borrower, as of the date of determination, (a) the
sum of such Borrower’s debt and liabilities (including contingent liabilities) does not exceed the
present fair saleable value of such Borrower’s present assets; (b) such Borrower’s capital is not
unreasonably small in relation to its business as contemplated on the Closing Date or with respect
to any transaction contemplated to be undertaken after the Closing Date; and (c) such Borrower does
not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond
its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes
of this definition, the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial
Accounting Standard No. 5).




          “SPC” as defined in Section 10.7.




          “Special Purpose Vehicle” means a Person formed by Company or a subsidiary of Company for a
limited purpose or with a limited business purpose in connection with its Ordinary Course of
Business.




          “STB Filings” as defined in Schedule 1.1A.




          “Steering Lender” as defined in Section 9.11(a).




          “Subordinated Indebtedness” means any Indebtedness which is subordinated in right of payment
to the Obligations.




          “subsidiary” means, with respect to any Person, any corporation, partnership, limited
liability company, association or other business entity of which more than fifty percent (50%) of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that
Person or a combination thereof; provided, in determining the percentage of ownership
interests of any Person controlled by another Person, no ownership interest in the nature of a
“qualifying share” of the former Person shall be deemed to be outstanding.




          “Subsidiary Borrowers” means (a) the Subsidiary Guarantors listed on Schedule 2.1, (b) any
other subsidiary of Company or any of its Restricted Subsidiaries that is identified on Schedule
1.1B as an “Additional Borrower” or that is reasonably acceptable to the Lenders Steering Committee
and in each case that becomes a party hereto pursuant to a Borrower Counterpart Agreement or a
Borrower Assumption Agreement other than any such Person that ceases to be a party hereto pursuant
to Section 5.16, and (c) The CIT Group/Equipment Financing, Inc. and C.I.T. Leasing Corporation.




          “Subsidiary Guarantor” means each Wholly-Owned Domestic Subsidiary of Company (other than,
after a CIT Funding Release Event, CIT Funding).




43









 








          “Subsidiary Unrestriction Conditions” means, with respect to the proposed unrestriction of any
Restricted Subsidiary of any Credit Party at any time, (a) no Event of Default shall have then
occurred and be continuing; (b) on a pro forma basis as if such transactions had occurred on the
last day of the then most recently completed Fiscal Quarter, the Credit Parties would be in
compliance with Section 6.7; (c) such Restricted Subsidiary shall not own any Capital Stock in any
Credit Party or any Restricted Subsidiary thereof; (d) both before and after giving effect to such
unrestriction, all outstanding Investments of the Credit Parties and any of their Restricted
Subsidiaries in such Restricted Subsidiary and its subsidiaries, valued at an amount determined as
set forth in the last sentence of the definition of “Investments”, would be permitted under Section
6.6; and (e) the Administrative Agent shall have received a duly executed certificate from an
Authorized Officer of Company certifying the satisfaction of the foregoing conditions, together
with such back-up information as the Administrative Agent may reasonably request in connection
therewith.




          “Surface Transportation Board” as defined in Schedule 5.19.




          “Sweep Account” as defined in Section 5.14(d).




          “Sweep Account Certificate” as defined in Section 5.14(d).




          “Sweep Account Holder” means a Subsidiary Borrower that owns a Sweep Account.




          “Sweep Cash Amount” means, for any period, for any or all business units and segments
described in the definition of “Applicable Percentage”, the product of (x) freely transferable Cash
Collections identified by Company or any of its Restricted Subsidiaries in good faith and
consistent with past practices as having been generated during such period by owned assets in
respect of such business units and segments (excluding Excepted Cash Collections, Cash Collections
received by Regulated Entities and Cash Collections received by subsidiaries operating outside the
United States, the repatriation of which to the United States would violate applicable law or
result in an adverse tax or regulatory issue as determined by Company in good faith), net of (i)
aggregate operating expenses or expenditures for each such business unit or segment (including
allocation of such expenses or expenditures by Company) incurred in the Ordinary Course of Business
consistent with past practice, (ii) costs associated with the servicing of assets incurred in the
Ordinary Course of Business, (iii) the amount of such Cash Collections which are required to be
applied to pay debt service (including without limitation in respect of securitization conduits or
similar financings, total return swaps or secured debt) or payments under operating leases in
respect of transportation finance leases and (iv) the amount of such Cash Collections which are
required to be posted in restricted accounts and cash held by or for third parties (including
securitization entities and cash received by a business unit on behalf of other lenders or
participants in a particular Portfolio Asset) and (y) the Applicable Percentage.




          “Syndication Agents” means each of Banc of America Securities LLC and Citigroup Global
Markets, Inc., together with its successors in such capacity.





44











 





          “Tax” means any present or future tax, levy, impost, duty, assessment, charge, claim, fee,
deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and
wherever imposed, levied, collected, withheld or assessed, and any interest, penalties or
additional amounts thereon.




          “Tax Related Person” means any Person (including a beneficial owner of an interest in a
pass-through entity) who is required to include in income amounts realized (whether or not
distributed) by an Agent, a Lender or Participant or any Tax Related Person of any of the
foregoing.




          “Tender Offer” means the tender offer for the August 2009 Notes the material terms and
conditions of which are set forth in the Company’s Offer to Purchase dated July 20, 2009 (as may be
amended, modified or supplemented from time to time); provided that such terms and
conditions (and any material changes thereto) are approved by the Lenders Steering Committee.




          “Term Loan” means any Tranche 1 Term Loan or any Tranche 2 Term Loan.




          “Term Loan Commitment” means any Tranche 1 Term Loan Commitment or any Tranche 2 Term Loan
Commitment.




          “Terminated Lender” as defined in Section 2.19.




          “Terrorism Laws” means any of the following (a) Executive Order 13224 issued by the President
of the United States, (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code
of Federal Regulations), (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part
596 of the U.S. Code of Federal Regulations), (d) the Foreign Terrorist Organizations Sanctions
Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), (e) the Patriot Act (as it
may be subsequently codified), (f) all other present and future legal requirements of any
Governmental Authority addressing, relating to, or attempting to eliminate, terrorist acts and acts
of war and (g) any regulations promulgated pursuant thereto or pursuant to any legal requirements
of any Governmental Authority governing terrorist acts or acts of war.




          “Total Assets” means the total consolidated assets of Company and its Subsidiaries as set
forth on the most recent consolidated balance sheet of Company and its Subsidiaries delivered
pursuant to Section 5.1 immediately preceding the date on which any calculation of Total Assets is
being made.




          “Trade Finance Business/Conduit” as defined in Schedule 1.1B.




          “Tranche” means the Tranche 1 Term Loan Facility or the Tranche 2 Term Loan Facility.




          “Tranche 1 Term Loan” means any Initial Term Loan or any New Term Loan.




          “Tranche 1 Term Loan Commitment” means any Initial Term Loan Commitment or any New Term Loan
Commitment.




45









 








          “Tranche 1 Term Loan Exposure” means, with respect to any Lender, as of any date of
determination, the sum of (i) any unfunded Tranche 1 Term Loan Commitment of such Lender in effect
as of such date, if any, and (ii) the principal amount of the Tranche 1 Term Loans of such Lender
outstanding as of such date.




          “Tranche 1 Term Loan Facility” means, collectively, (a) the initial term loan facility
established pursuant to Section 2.1 of the Original Credit Agreement and the Initial Term Loans and
Initial Term Loan Commitments thereunder and (b) the incremental term loan facility established
pursuant to Section 2.20 of the Existing Credit Agreement and the New Term Loans and New Term Loan
Commitments thereunder.




          “Tranche 2 Commitment Percentage” means, as to each Tranche 2 Term Loan Lender, at any time of
determination, the percentage equivalent of a fraction, the numerator of which is such Lender’s
Tranche 2 Term Loan Commitment at such time of determination and the denominator of which is the
Tranche 2 Total Commitment Amount at such time of determination.




          “Tranche 2 Commitment Period” means the period from and including the Amendment Agreement
Effective Date to and including the Tranche 2 Outside Date.




          “Tranche 2 Outside Date” means November 30, 2009.




          “Tranche 2 Term Loan Commitment” means, as to each Tranche 2 Term Loan Lender, its Tranche 2A
Term Loan Commitment and its Tranche 2B Term Loan Commitment.




          “Tranche 2 Term Loan Exposure” means, with respect to any Lender, as of any date of
determination, the sum of (i) any unfunded Tranche 2 Term Loan Commitment of such Lender in effect
as of such date, if any, and (ii) the principal amount of the Tranche 2 Term Loans of such Lender
outstanding as of such date.




          “Tranche 2 Term Loans” as defined in Section 2.21(c).




          “Tranche 2 Term Loan Facility” means, collectively, (a) the “Tranche 2” delayed draw term loan
facility established pursuant to Section 2.1 of this Agreement and the Tranche 2A Term Loans and
Tranche 2A Term Loan Commitments thereunder, and (b) any “Tranche 2” delayed draw term loan
facility established pursuant to Section 2.21(a) and the credit extensions and commitments
thereunder.




          “Tranche 2 Term Loan Lender” means each Lender that has a Tranche 2 Term Loan Commitment or
that holds a Tranche 2 Term Loan.




          “Tranche 2 Total Commitment Amount” means an amount equal to the sum of the Tranche 2A Total
Commitment Amount plus the Tranche 2B Total Commitment Amount.




          “Tranche 2A Term Loan Commitments” means, with respect to each Tranche 2 Term Loan Lender, the
commitment of such Tranche 2 Term Loan Lender to lend sums to the Borrowers in an aggregate
principal amount at any one time outstanding not in excess of the amount set forth in the Joinder
Agreement effecting such Tranche 2 Term Loan Lender’s Tranche 2A Term Loan Commitment (as the same
as may subsequently be set forth in the




46









 




Register from time to time and as the same may be increased or reduced from time to time
pursuant to the terms of this Agreement).




          “Tranche 2A Total Commitment Amount” means $4,500,000,000.




          “Tranche 2B Allocation Time” as defined in Section 2.21(d).




          “Tranche 2B Effective Date” as defined in Section 2.21(b).




          “Tranche 2B Term Loan Commitments” as defined in Section 2.21(a).




          “Tranche 2B Term Loan Lender” as defined in Section 2.21(a).




          “Tranche 2B Total Commitment Amount” means the amount specified by Borrower Representative in
writing to Administrative Agent and the Lenders Steering Committee no less than two Business Days
prior to the Tranche 2B Effective Date and in any event not to exceed $2,000,000,000.




          “TRS Facility” means that certain ISDA Master Agreement, Schedule to the ISDA Master
Agreement, Credit Support Annex and Confirmation, each dated June 6, 2008, between CIT Financial
Ltd. and Goldman Sachs International, as it may be modified pursuant to the Amended and Restated
Confirmation to be dated on or about October 28, 2009, between CIT Financial Ltd. and Goldman Sachs
International and in form and substance satisfactory to the Lenders Steering Committee (the
“Amended Confirmation”), the guarantee in support of the obligations of CIT Financial Ltd.
thereunder by Company (as may be amended and in form and substance satisfactory to the Lenders
Steering Committee, the “Amended CIT Group Guarantee”) and the guarantees in support of the
obligations of CIT Financial Ltd. thereunder by the Company and CIT Financial (Barbados) Srl, in
each case as amended, supplemented, modified, renewed, refunded, replaced or refinanced in whole or
in part from time to time, provided, that the notional amount shall not, in any event,
exceed the notional amount as of the Amendment Agreement Effective Date as it may be reduced by the
Amended Confirmation.




          “TTF Requirements” means, with respect to the end of any Fiscal Quarter, the sum of: (1)
payments required to be made during the twelve month period following the last day of such Fiscal
Quarter (x) pursuant to contractual commitments to purchase aerospace and railcar assets (including
related progress payments) in existence on October 12, 2009, net of any related committed financing
and (y) in respect of Qualified Debt Obligations; and (2) a reserve of 50% of future obligations
under committed and undrawn lines in respect of transactions in which Company or a Restricted
Subsidiary of Company is the lead agent.




          “Type of Loan” means a Base Rate Loan or a LIBOR Rate Loan.




          “U.S. Lender” as defined in Section 2.16(e).




          “UCC” or “Uniform Commercial Code” has the meaning assigned to such term in the Collateral
Agreement.




47









 








          “Unencumbered” means, with respect to any asset, that such asset is not, as of the Closing
Date (immediately prior to entering into the Collateral Documents), subject to an agreement for
consignment or conditional sale, or to a Lien other than (i) Liens permitted under clause (b)
through (e) and (g) through (k) of Section 6.2 that are immaterial in amount, or (ii) in the case
of Collateral consisting of aircraft, rail assets, or any other leased assets, any lease or
sublease thereon not prohibited hereunder.




          “Unencumbered Assets” as defined in Section 4.30.




          “United States” means the United States of America.




          “Voting Capital Stock” means, as to any issuer of Capital Stock, the issued and outstanding
shares of each class of Capital Stock of such issuer entitled to vote (within the meaning of
Treasury Regulations § 1.956-2(c)(2)).




          “Waivable Prepayment” as defined in Section 2.11(c).




          “Wholly-Owned” means, with respect to a subsidiary of a Person, a subsidiary of such Person
all of the outstanding Capital Stock of which (other than (x) director’s qualifying shares required
by law, (y) shares owned by any director, officer or employee of Company or any of its subsidiaries
and (z) shares issued to foreign nationals to the extent required by applicable foreign law) are
owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.




          “Wholly-Owned Subsidiary” means, with respect to any Person, any other Person all of the
Capital Stock of which (other than (x) director’s qualifying shares, (y) shares owned by any
director, officer or employee of Company or any of its subsidiaries and (z) shares issued to
foreign nationals to the extent required by applicable foreign law) is owned by such Person
directly and/or through other Wholly-Owned Subsidiaries.




          “Yearly Period” means, as of any date of determination, the 365-day period immediately
preceding such date.




     1.2 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein
shall have the meanings assigned to them in conformity with GAAP or in the application thereof. If
at any time any change in GAAP would affect the computation of any financial ratio or requirement
set forth in any Credit Document, and Company or Administrative Agent shall so request,
Administrative Agent and Company shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP or in the application
thereof (subject to the approval of Requisite Lenders), provided that, until so amended,
such ratio or requirement shall continue to be computed in accordance with GAAP prior to such
change therein and Company shall provide to Administrative Agent and Lenders reconciliation
statements requested by Administrative Agent (reconciling the computations of such financial ratios
and requirements from the then-current GAAP computations to the computations under GAAP prior to
such change) in connection therewith. Financial statements and other information required to be
delivered by Company to Lenders pursuant to Sections 5.1(a) and 5.1(b) shall be prepared in
accordance with



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GAAP as in effect at the time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(d), if applicable). Subject to the foregoing, calculations
in connection with the definitions, covenants and other provisions hereof shall utilize accounting
principles and policies in conformity with those used to prepare the Historical Financial
Statements.



     1.3 Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the
singular or the plural, depending on the reference. References herein to any Section, Appendix,
Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may
be, hereof unless otherwise specifically provided. The use herein of the word “include” or
“including,” when following any general statement, term or matter, shall not be construed to limit
such statement, term or matter to the specific items or matters set forth immediately following
such word or to similar items or matters, whether or not no limiting language (such as “without
limitation” or “but not limited to” or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter. Unless otherwise indicated, any
definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein). Capitalized terms in this Agreement referring to any Person shall
refer to such Person together with its successors and permitted assigns.



SECTION 2. LOANS




     2.1 Term Loans.



               (a) Loan Commitments.




                    (i) Pursuant to the Original Credit Agreement, the Initial Term Lender made, on the Closing
Date, term loans to the Borrowers in an aggregate amount equal to $2,000,000,000 (such term
loans, the “Initial Term Loans”), which remain outstanding under this Agreement. Such aggregate
amount was allocated to each Borrower in accordance with the amounts listed on Schedule 2.1 for
such Borrower, and the amount so allocated to a Borrower was lent directly by such Lender to
such Borrower. The Initial Term Loans were made on the Closing Date as Base Rate Loans. The
Initial Term Lender’s Initial Term Loan Commitment terminated immediately and without further
action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan
Commitments.




                    (ii) Pursuant to the Existing Credit Agreement, the New Term Loan Lenders made, on the New
Term Loan Closing Date, New Term Loans to the Borrowers in an aggregate amount equal to
$1,000,000,000, which remain outstanding under this Agreement. Such aggregate amount was
allocated to each Borrower in accordance with the amounts listed in Section 2.20(b) for such
Borrower, and the amount so allocated to a Borrower was lent directly by such New Term Loan
Lender to such Borrower. The New Term Loan Lenders’ New Term Loan Commitments terminated
immediately and without



49









 







further action on the New Term Loan Closing Date after giving effect to the funding of such
New Term Loan Lenders’ New Term Loan Commitments.




                    (iii) Subject to the terms and conditions hereof, including the terms and conditions set
forth in Section 2.21(c), each Tranche 2 Term Loan Lender severally agrees to, from time to time
during the Tranche 2 Commitment Period, lend sums to the Borrowers in an aggregate amount at any
one time outstanding not in excess of such Lender’s Tranche 2 Term Loan Commitment.



               (b) Borrowing Mechanics.




                    (i) Borrowers delivered to Administrative Agent a fully executed Funding Notice with
respect to Initial Term Loans made on the Closing Date.




                    (ii) Borrowers delivered to Administrative Agent a fully executed Funding Notice with
respect to New Term Loans made on the New Term Loan Closing Date.




                    (iii) With respect to the Tranche 2A Term Loan Commitments established pursuant to Section
2.1(a)(iii), and any Tranche 2B Term Loan Commitments established or entered into pursuant to
Section 2.21, Borrowers shall deliver to Administrative Agent a fully executed and delivered
Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in
advance of the proposed Credit Date in the case of a Tranche 2 Term Loan that is a LIBOR Rate
Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a
Tranche 2 Term Loan that is a Base Rate Loan (which proposed Credit Date shall be not later than
the Tranche 2 Outside Date), provided that, with respect to an initial funding that is a Tranche
2A Term Loan Commitment, it shall be sufficient if Borrower delivers to Administrative Agent a
fully executed and delivered Funding Notice no later than 9:00 a.m. (New York City time) on the
proposed Credit Date for such Tranche 2A Term Loan Commitment that is a Base Rate Loan. The
initial funding of the Tranche 2A Term Loan Commitments shall occur not later than October 28,
2009. Borrowers shall be bound to make a borrowing in accordance with a Funding Notice for a
Tranche 2 Term Loan that is a LIBOR Rate Loan unless such Funding Notice is revoked by the
applicable Borrower prior to the occurrence of the applicable Credit Extension; provided that
any such revocation shall be subject to the terms of Section 2.14(c). Promptly upon receipt by
Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the
proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis
of written, or telecopied notice believed by Administrative Agent in good faith to be from the
Borrowers (or from any Authorized Officer thereof designated in writing purportedly from
Borrowers to Administrative Agent), it being understood that no Lender nor Administrative Agent
shall be obligated in any manner with respect to the funding of any Loan in the absence of the
receipt by Administrative Agent of a completed and executed Funding Notice. Administrative
Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s
authority to request a Loan on behalf of a Borrower until Administrative Agent and such Lenders
receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to
verify the authenticity of the signature appearing on any written Funding Notice.



50









 






                    (iv) Each Lender shall make its Tranche 2 Term Loan available to Administrative Agent not
later than 12:00 p.m. (New York City time) on the applicable Credit Date, by wire transfer of
same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon
satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall
make the proceeds of the Loans available to Borrowers on the applicable Credit Date by causing
an amount of same day funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders to be credited to the account of the applicable Borrower at
the Principal Office designated by the Administrative Agent or to such other account as may be
designated in writing to Administrative Agent by such Borrowers.



               (c) Final Maturity Date. Subject to Sections 2.9 and 2.10, all amounts owed hereunder
with respect to any Term Loan shall be paid in full no later than the Final Maturity Date with
respect to such Term Loan.



               (d) Maturity Extension Option. At any time prior to January 1, 2012, the Borrower
Representative shall have the right, subject to the terms and conditions of this Section 2.1(d), to
extend the Final Maturity Date with respect to all or a portion of the then outstanding aggregate
principal amount of the Tranche 2 Term Loans to January 20, 2013; provided, that (i) no
Default or Event of Default shall have occurred and be continuing both before and immediately after
giving effect to the proposed Final Maturity Date extension, (ii) the Administrative Agent shall
have received payment for the account of each Lender in an amount equal to two percent (2%) of the
aggregate principal amount of such Lender’s Tranche 2 Term Loans subject to the proposed Final
Maturity Date extension, and (iii) any such extension of the Final Maturity Date with respect to
less than all of the then outstanding aggregate principal amount of the Tranche 2 Term Loans shall
apply on a pro rata basis to the then outstanding principal amount of each Tranche 2 Term Loan.
Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender
thereof. For the avoidance of doubt, to the extent the principal amount of any Tranche 2 Term Loan
is not subject to a Final Maturity Date extension pursuant to this Section 2.1(d), interest accrued
thereon shall be payable at maturity of such Loan, including final maturity of such Loan, without
regard to any extension of Tranche 2 Term Loans effected hereunder.



               (e) No Reborrowing. Any amount borrowed under this Agreement and subsequently repaid
or prepaid may not be reborrowed.



     2.2 Pro Rata Shares; Availability of Funds.



               (a) Pro Rata Shares. Any Loan requested on a Credit Date shall be made by the
applicable Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that no Lender shall be responsible for any default by any other Lender in such other
Lender’s obligation to make a Loan requested hereunder nor shall any Term Loan Commitment of any
Lender be increased or decreased as a result of a default by any other Lender in such other
Lender’s obligation to make a Loan requested hereunder.



               (b) Availability of Funds. Unless Administrative Agent shall have been notified by
any Lender prior to the applicable Credit Date that such Lender does not intend to



51









 







make available to Administrative Agent the amount of such Lender’s Loan requested on such
Credit Date, Administrative Agent may assume that such Lender has made such amount available to
Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but
shall not be obligated to, make available to Borrowers a corresponding amount on such Credit Date.
If such corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from such Credit Date until the date such
amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If
such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand
therefor, Administrative Agent shall promptly notify Borrowers and Borrowers shall immediately pay
such corresponding amount to Administrative Agent together with interest thereon, for each day from
such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable
hereunder for Base Rate Loans. Nothing in this Section 2.2(b) shall be deemed to relieve any
Lender from its obligation to fulfill its Term Loan Commitments hereunder or to prejudice any
rights that Borrowers may have against any Lender as a result of any default by such Lender
hereunder.



     2.3 Use of Proceeds. The proceeds of the Tranche 1 Term Loans shall be applied by Borrowers for working capital and
general corporate purposes of Company and its Restricted Subsidiaries; but shall in no event be
used to make or facilitate any Investment or Restricted Junior Payment not otherwise permitted
hereunder. The proceeds of the Tranche 2 Term Loans shall be used only for Permitted Tranche 2
Purposes. No portion of the proceeds of any Credit Extension shall be used in any manner that
causes or might cause such Credit Extension or the application of such proceeds to violate
Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System
or any other regulation thereof or to violate the Exchange Act.



     2.4 Evidence of Debt; Register; Lenders’ Books and Records; Notes.



               (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an
account or accounts evidencing the Obligations of Borrowers to such Lender, including the amounts
of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation
shall be conclusive and binding on Borrowers absent manifest error; provided, that the
failure to make any such recordation, or any error in such recordation, shall not affect any
Lender’s Term Loan Commitments or any Borrower’s Obligations in respect of any applicable Loans;
and provided, further, in the event of any inconsistency between the Register and
any Lender’s records, the recordations in the Register shall govern.



               (b) Register. Administrative Agent (or its agent or sub-agent) shall maintain at its
Principal Office a register for the recordation of the names and addresses of Lenders and the Term
Loan Commitments and Loans of each Lender from time to time (the “Register”) including the
principal amount of the Loans and Commitments. The Register shall be available for inspection by
Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice.
Administrative Agent shall record, or shall cause to be recorded, in the Register the Term Loan
Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or
prepayment in respect of the principal amount



52









 







of the Loans, and any such recordation shall be conclusive and binding on Borrowers and each
Lender, absent manifest error; provided, failure to make any such recordation, or any error
in such recordation, shall not affect any Lender’s Term Loan Commitments or Borrowers’ Obligations
in respect of any Loan. Borrowers hereby designate the entity serving as Administrative Agent to
serve as Borrowers’ agent solely for purposes of maintaining the Register as provided in this
Section 2.4, and Borrowers hereby agree that, to the extent such entity serves in such capacity,
the entity serving as Administrative Agent and its officers, directors, employees, agents and
affiliates shall constitute “Indemnitees.”



               (c) Notes. If so requested by any Lender by written notice to a Borrower (with a copy
to Administrative Agent), such Borrower promptly shall execute and deliver to such Lender (and/or,
if applicable and if so specified in such notice, to any Person who is an assignee of such Lender
pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s
Term Loan.



     2.5 Interest on Loans.



               (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid
principal amount thereof from the date made through repayment (whether by acceleration or
otherwise) thereof as follows:




                    (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or




                    (ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus the Applicable Margin.



               (b) The basis for determining the rate of interest with respect to any Loan, and the Interest
Period with respect to any LIBOR Rate Loan, shall be selected by the applicable Borrower and
notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with
respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the applicable basis for
determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.



               (c) In connection with LIBOR Rate Loans there shall be no more than ten (10) Interest Periods
outstanding at any time. In the event a Borrower fails to specify between a Base Rate Loan or a
LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last
day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will
remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event the
applicable Borrower fails to specify an Interest Period for any LIBOR Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, the applicable Borrower shall be deemed to have
selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City
time) on



53









 







each Interest Rate Determination Date, Administrative Agent shall determine (which
determination shall, absent manifest error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the LIBOR Rate Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice thereof (in writing or
by telephone confirmed in writing) to Company and the applicable Borrower and each Lender.



               (d) Interest payable pursuant to Section 2.5(a) shall be computed on the basis of a 360 day
year with respect to LIBOR Rate Loans and Base Rate Loans (other than as to clause (i) of the
definition of Base Rate) or (solely as to clause (i) of the definition of Base Rate) a 365/366 day
year with respect to Base Rate Loans, in each case for the actual number of days elapsed in the
period during which it accrues. In computing interest on any Loan, the date of the making of such
Loan or the first day of an Interest Period applicable to such Loan or, the last Interest Payment
Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a LIBOR
Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may
be, shall be included, and the date of payment of such Loan or the expiration date of an Interest
Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate
Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be,
shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one
day’s interest shall be paid on that Loan.



               (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily
basis and be payable in arrears on each Interest Payment Date with respect to interest accrued on
and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears
upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the
amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at
maturity of such Loan, including final maturity of such Loan; provided that, with respect
to any voluntary prepayment of a Loan, accrued interest shall instead be payable on the applicable
Interest Payment Date. Any interest on a Loan which is not paid when due shall, to the extent
permitted by applicable law, bear interest at the same rate as is applicable to that Loan, and such
interest on interest shall be payable in arrears at the same times as interest on that Loan and
shall, if not paid when due, compound daily.



     2.6 Conversion/Continuation.



               (a) Subject to Section 2.14, the applicable Borrower shall have the option:




                    (i) to convert at any time all or any part of any Term Loan equal to $500,000 and integral
multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan;
provided, a LIBOR Rate Loan may only be converted on the expiration of the Interest
Period applicable to such LIBOR Rate Loan unless the applicable Borrower shall pay all amounts
due under Section 2.14 in connection with any such conversion; or




                    (ii) upon the expiration of any Interest Period applicable to any LIBOR Rate Loan, to
continue all or any portion of such Loan equal to $500,000 and integral multiples of $100,000
in excess of that amount as a LIBOR Rate Loan;



54









 




provided,
however, in the case of clauses (i) and (ii), that during the existence of a Default or
Event of Default, no Loan may be converted to or continued as a LIBOR Rate Loan without the consent
of the Requisite Lenders.




               (b) A Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later
than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business
Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a LIBOR Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any LIBOR Rate Loans shall be
irrevocable on and after the related Interest Rate Determination Date, and such Borrower shall be
bound to effect a conversion or continuation in accordance therewith.



     2.7 Default Interest. Upon the occurrence and during the continuance of an Event of Default, the principal amount of
all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the
Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post
petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws,
whether or not allowed in such a proceeding) payable on demand or, if no demand is made, at the
time specified below, at a rate that is two percent (2.0%) per annum in excess of the interest rate
otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees
and other amounts, at a rate which is two percent (2.0%) per annum in excess of the interest rate
otherwise payable hereunder for Base Rate Loans); provided, in the case of LIBOR Rate
Loans, upon the expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such LIBOR Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is two percent (2.0%) per annum in
excess of the interest rate otherwise payable hereunder for Base Rate Loans. To the extent no
demand therefor has been previously made, such interest shall be payable in arrears at the same
times as interest on each Loan and shall, if not paid when due, compound daily. Payment or
acceptance of the increased rates of interest provided for in this Section 2.7 is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.



     2.8 Fees; Initial Yield Payment.



               (a) Borrowers agree to pay to Lenders having Term Loan Commitments (including Tranche 2 Term
Loan Commitments) (x) an undrawn fee equal to (a) any unused portion of their respective Term Loan
Commitments, times (b) one percent (1.00%) per annum, to be paid in accordance with Section 2.8(b);
(y) an initial yield payment equal to five percent (5.00%) of their respective Tranche 1 Term Loan
Commitments, and two and a half percent (2.50%) of their respective Tranche 2 Term Loan
Commitments, in each case to be paid pro rata at each time of funding with respect to the portion
of such commitments related to such funding; and (z) (A) an initial yield payment equal to two and
a half percent (2.50%) of such Tranche 2A Loan Commitment to be paid on the Amendment Agreement
Effective Date (and without duplication of such amounts actually paid pursuant to Section II(f) of
the Amendment Agreement) and (B) an initial yield payment equal to two and a half percent (2.50%)
of Tranche 2B Term Loan Commitments to be paid on the Tranche 2B Effective Date. The parties



55









 







acknowledge that for tax purposes only the initial yield payment shall be treated as a payment
described in Treas. Reg. Section 1.1273-2(g)(2).



               (b) All fees referred to in clause (x) of Section 2.8(a) shall be calculated on the basis of a
360 day year and the actual number of days elapsed and shall be payable monthly in arrears on the
last day of each month during the applicable period, commencing on the first such date to occur
after the Closing Date and on the date of funding of the applicable Commitments (including New Term
Loan Commitments). All fees referred to in Section 2.8(a) applicable to Tranche 1 Term Loan
Commitments shall be earned as of the Closing Date, all fees referred to in Section 2.8(a)
applicable to Tranche 2A Term Loan Commitments shall be earned as of the Amendment Agreement
Effective Date, and all fees referred to in Section 2.8(a) applicable to Tranche 2B Term Loan
Commitments shall be earned as of the Tranche 2B Effective Date, in each case, regardless of when
paid.



               (c) In addition to any of the foregoing fees, Borrowers agree to pay to Agents all fees
specified in the Fee Letter in the amounts and at the times specified therein.



     2.9 Voluntary Prepayments.



               (a) Voluntary Prepayments.



                    (i) Any time and from time to time:




                    (1) with respect to Base Rate Loans, Borrowers may prepay any such
Loans on any Business Day in whole or in part, in an aggregate minimum
amount of $500,000 and integral multiples of $100,000 in excess of that
amount; and




                    (2) with respect to LIBOR Rate Loans, Borrowers may prepay any such
Loans on any Business Day in whole or in part (together with any amounts
due pursuant to Section 2.14(c)), in an aggregate minimum amount of
$500,000 and integral multiples of $100,000 in excess of that amount.



                    (ii) All such prepayments shall be made:




                    (1) upon not less than one Business Day’s prior written notice in the
case of Base Rate Loans; and




                    (2) upon not less than three (3) Business Days’ prior written notice
in the case of LIBOR Rate Loans,


in each case given to Administrative Agent by 12:00 p.m. (New York City time) on the date required
shall promptly transmit such notice, by telecopy or telephone to each Lender). Upon the giving of
any such notice, the principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied
as specified in Section 2.11(a).




56









 








     2.10 Mandatory Prepayments.



               (a) Asset Sales. No later than the first Business Day following the date of receipt
by any Credit Party of any Net Asset Sale Proceeds arising from an Asset Sale (other than in
respect of Restricted Collateral or in respect of Net Asset Sale Proceeds related to receivables,
financial assets and related assets originated or owned by The CIT Group/Commercial Services Inc.)
pursuant to clause (c), (n) or (p) of Section 6.8, Borrowers shall ratably prepay the Loans in an
aggregate amount equal to 75% of such Net Asset Sale Proceeds, to be applied as specified in
Section 2.11(b); provided, that so long as no Default or Event of Default has occurred or
is continuing, such Net Asset Sale Proceeds (other than from a Large Asset Sale) shall exclude
Reinvestment Proceeds; and provided, further, that if the property subject to such
Asset Sale constituted Collateral, then all property purchased with the Reinvestment Proceeds from
such Asset Sale shall be held by a Subsidiary Guarantor (or a subsidiary of a Guarantor) and shall
be pledged as Collateral. Each mandatory prepayment of any Term Loan pursuant to this Section
2.10(a) shall be applied as set forth in Section 2.11(b).



               (b) Refinancing Transactions. No later than the day on which any Subsidiary Borrower
shall cease to constitute a Restricted Subsidiary of Company pursuant to Section 5.16, Borrowers
shall prepay the Loans in an aggregate amount equal to the sum of all Term Loans made to such
Subsidiary Borrower since the Closing Date without giving effect to any subsequent reduction of the
outstanding amount thereof except pursuant to principal payments thereon made by such Subsidiary
Borrower. Within one Business Day following receipt of any Net Asset Sale Proceeds related to
Restricted Collateral or Net Cash Debt Proceeds related to Indebtedness secured by Restricted
Collateral, Borrowers shall ratably prepay the Loans in an aggregate amount equal to the Required
Paydown Amount. Within one Business Day following receipt of Net Asset Sale Proceeds or Net Cash
Debt Proceeds related to receivables, financial assets and related assets originated or owned by
The CIT Group/Commercial Services Inc., Borrowers shall ratably prepay the Loans in an aggregate
amount equal to such Net Asset Sale Proceeds or Net Cash Debt Proceeds; provided that the
aggregate amount required to be prepaid pursuant to this sentence shall not at any time exceed (i)
the amount of Tranche 2 Term Loans borrowed by The CIT Group/Commercial Services Inc. not to exceed
$1,000,000,000 (less the aggregate principal amount of Loans that have been by such time prepaid by
The CIT Group/Commercial Services Inc. pursuant to this paragraph), minus (ii) the aggregate
principal amount of Loans that have been by such time prepaid pursuant to the immediately preceding
sentence with Net Asset Sale Proceeds or Net Cash Debt Proceeds received by CMS Funding Company LLC
and related to Restricted Collateral (the amount described in this proviso, with respect to the
applicable time of determination, the “Receivables Borrowed Amount”). On the Business Day
immediately succeeding January 31, 2010 (or, in the case of LIBOR Rate Loans, the last day of the
then applicable Interest Period), Borrowers shall prepay the Loans in an aggregate amount equal to
the proceeds of Tranche 2 Term Loans then remaining in the Funding Accounts (less the amount
representing proceeds of Loans then permitted to be used for the purpose described in clause (b) of
the definition of “Permitted Tranche 2 Purposes”). Each mandatory prepayment of any Term Loan
pursuant to this Section 2.10(b) shall be applied as specified in Section 2.11(b).



               (c) Available Sweep Amount. After the end of each Fiscal Quarter beginning with the
first full Fiscal Quarter following the first Credit Date for Tranche 2 Term



57









 







Loans, Borrowers shall, within the Cash Sweep Payment Period for such Fiscal Quarter, ratably
prepay the Loans in an aggregate amount equal to 100% of the Available Sweep Amount for such Fiscal
Quarter. Without limiting the foregoing, after the end of each such Fiscal Quarter, the Borrowers
shall use commercially reasonable efforts to, within the Cash Sweep Payment Period for such Fiscal
Quarter, apply Excess Sweep Amounts for such Fiscal Quarter to the ratable prepayment of the Loans.



               (d) No later than the day on the first Business Day following the date of receipt by any
Credit Party of any LILO Mitigation Proceeds, Borrowers shall ratably prepay the Loans in an
aggregate amount equal to the amount of such LILO Mitigation Proceeds. Each mandatory prepayment
of any Term Loan pursuant to this Section 2.10(d) shall be applied as set forth in Section 2.11(b).



               (e) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to
Section 2.10, Borrowers shall deliver to Administrative Agent a certificate of an Authorized
Officer of any Borrower demonstrating the calculation of the amount by which Term Loans are
required to be prepaid, including a calculation of the applicable Net Cash Debt Proceeds, Net Asset
Sale Proceeds, Available Sweep Amount or Excess Sweep Amount, as the case may be. In the event
that Borrowers shall subsequently determine that the actual amount of Net Cash Debt Proceeds or Net
Asset Sale Proceeds received, or the Available Sweep Amount or Excess Sweep Amount for the
applicable Fiscal Quarter, exceeded the amount set forth in such certificate, Borrowers shall
promptly make an additional prepayment of the Loans in an amount equal to such excess, and
Borrowers shall concurrently therewith deliver to Administrative Agent a certificate of an
Authorized Officer of any Borrower demonstrating the derivation of such excess. For the avoidance
of doubt, Section 2.14(c) shall apply to any prepayment under Section 2.10.



     2.11 Application of Prepayments/Reductions.



               (a) Application of Voluntary Prepayments of Loans. Any voluntary prepayment of any
Loan pursuant to Section 2.9 shall be applied, first, to the payment of all expenses and fees
(other than the Payment Premium) then due and owing to the full extent thereof, second, to the
payment of the Payment Premium, if any, on any Loan, and third to repay outstanding Loans on a pro
rata basis (in accordance with the respective outstanding principal amounts thereof).



               (b) Application of Mandatory Prepayments.




          Any mandatory prepayment of any Loan pursuant to Section 2.10 shall be applied as
follows:




     first, to the payment of all expenses and fees (other than the Payment Premium)
then due and owing to the full extent thereof;




     second, to the payment of any accrued interest thereon at the Default Rate, if
any;




     third, to the payment of the Payment Premium, if any, on any Loan;



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     fourth, to the payment of any accrued interest (other than that calculated at
the Default Rate and paid in clause “second” above); and




     fifth, to ratably prepay Loans.



               (c) Waiver of Certain Prepayments. Anything contained herein to the contrary
notwithstanding, in the event a Borrower is required to make any mandatory prepayment (a “Waivable
Prepayment”), not less than three (3) Business Days prior to the date (the “Prepayment Date”) on
which such Borrower is required to make such Waivable Prepayment, such Borrower shall notify
Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly
thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro
Rata Share of such Waivable Prepayment and such Lender’s option to refuse such amount. Each such
Lender may exercise such option by giving written notice to the applicable Borrower and
Administrative Agent of its election to do so on or before the first Business Day prior to the
Prepayment Date (it being understood that any Lender which does not notify the applicable Borrower
and Administrative Agent of its election to exercise such option on or before the first Business
Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise
such option). On the Prepayment Date, the applicable Borrower shall pay to Administrative Agent
the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that
portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such
option, to prepay the Loans of such Lenders and (ii) to the extent of any excess, to Borrower for
working capital and general corporate purposes.



               (d) Application of Prepayments of Loans to Base Rate Loans and LIBOR Rate Loans. Any
prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before
application to LIBOR Rate Loans, in each case in a manner which minimizes the amount of any
payments required to be made by Borrowers pursuant to Section 2.14(c).



     2.12 General Provisions Regarding Payments.



               (a) All payments by Borrowers of principal, interest, fees and other Obligations shall be made
in Dollars in same day funds, without, recoupment, setoff, counterclaim or other defense free of
any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New
York City time) on the date due at the Principal Office designated by the Administrative Agent for
the account of Lenders; funds received by Administrative Agent after that time on such due date
shall be deemed to have been paid by Borrowers on the next Business Day.



               (b) All payments, distributions or other transfers in respect of the principal amount of any
Loan (whether or not upon maturity, whether voluntary or involuntary, including following any
default or any acceleration (whether automatic or following notice), following any asset sale or
other event requiring a mandatory prepayment pursuant to Section 2.10, or following the filing by
or against any Borrower or any Guarantor of any petition under the Bankruptcy Code (whether or not
such payment, distribution, or transfer is under a plan of reorganization or liquidation or ordered
by any court of competent jurisdiction) or otherwise)



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shall be accompanied by payment of accrued interest on the principal amount being repaid or
prepaid and any Payment Premium payable in connection therewith.



               (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute
to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable
Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together
with all other amounts due thereto, including all fees payable with respect thereto, to the extent
received by Administrative Agent.



               (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its
Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.



               (e) Subject to the proviso set forth in the definition of “Interest Period,” whenever any
payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension of time shall be
included in the computation of the payment of interest hereunder or of the commitment fees
hereunder.



               (f) Borrowers hereby authorize Administrative Agent to charge Borrowers’ accounts with
Administrative Agent or any of its Affiliates in order to cause timely payment to be made to
Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to
sufficient funds being available in its accounts for that purpose), but Administrative Agent shall
not be obligated to do so in the absence of instruction from the Borrowers.



               (g) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is
not made in same day funds prior to 12:00 p.m. (New York City time) to be a non conforming
payment. Any such payment shall not be deemed to have been received by Administrative Agent until
the later of (i) the time such funds become available funds, and (ii) the next Business Day.
Interest shall continue to accrue on any principal as to which a non conforming payment is made
until such funds become available funds (but in no event less than the period from the date of such
payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to
Section 2.7 from the date such amount was due and payable until the date such amount is paid in
full.



               (h) If an Event of Default shall have occurred and be continuing, all payments or proceeds
received by Agents hereunder in respect of any of the Obligations shall be applied first, to pay
any costs, expenses, fees, commissions and taxes (including fees, charges and disbursements of
counsel to the Collateral Agent) then due Collateral Agent in connection with the sale, foreclosure
or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the
Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Collateral
Agent in connection therewith, and indemnities and other amounts then due to Collateral Agent under
the Credit Documents until paid in full, including without limitation, amounts payable under
Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2, second, to pay any costs, expenses,
indemnities, fees or premiums (including fees, charges and



60









 







disbursements of counsel to the Administrative Agent and Arrangers) then due to Administrative
Agent and Arrangers under the Credit Documents and to BANA Indemnitees under Section 10.3(a) until
paid in full, including without limitation amounts payable under Sections 2.14, 2.15 and 2.16 and
expenses under Section 10.2,  third, to pay any costs, expenses, indemnities and other amounts
(including fees, charges and disbursements of counsel to the Lenders Steering Committee) then due
to the Lenders Steering Committee under the Credit Documents until paid in full, including with
limitation, amounts payable under Section 10.2,  fourth, to pay any costs, expenses, fees,
commissions and taxes (including fees, charges and disbursements of counsel to the Secured Parties)
then due to the Secured Parties in connection with the sale, foreclosure or realization upon, the
disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all
expenses, liabilities and advances made or incurred by the Secured Parties in connection therewith,
and indemnities and other amounts then due to the Secured Parties under the Credit Documents until
paid in full, including with limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and
expenses under Section 10.2, fifth, ratably to pay any expenses or indemnities then due to any of
the Lenders under the Credit Documents, until paid in full, sixth, ratably to pay interest due in
respect of the Loans until paid in full, seventh, ratably to pay any Payment Premium then due to
the Lenders under the Credit Documents until paid in full; eighth, ratably to pay the principal
amount of all Loans then outstanding until paid in full, and ninth, to pay ratably any other
Obligations then due and payable.



               (i) Payment Premium. If a Borrower or Guarantor prepays or repays, or if there are
any distributions or any other transfers on account of, all or any part of the principal balance of
any Term Loan for any reason or at any time (whether or not upon maturity, whether voluntary or
involuntary, including following any default or any acceleration (whether automatic or following
notice), following any asset sale, or following the filing by or against any Borrower or any
Guarantor of any petition under the Bankruptcy Code (whether or not such payment, distribution, or
transfer is under a plan of reorganization or liquidation or ordered by any court of competent
jurisdiction) or otherwise), and/or any Commitment is reduced or terminated (other than the
termination of any Term Loan Commitments on the Closing Date or on the date of the funding of such
Commitment), such Borrower shall pay the applicable Payment Premium to Administrative Agent, for
the benefit of all Lenders entitled to a portion of such prepayment, repayment or reduction.



     2.13 Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise provided in any Credit Document,
if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms hereof), through the exercise of any right of set off or
banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit
Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the
Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal,
interest, fees and other amounts then due and owing to such Lender hereunder or under the other
Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater (such
greater amount over such Lender’s Pro Rata Share of the Aggregate Amounts Due being referred to as
the “Aggregate Amounts Due Excess”) than the proportion received by any other Lender in respect of
the Aggregate Amounts Due to such other Lender, then the Lender receiving such Aggregate Amounts
Due Excess shall (a) notify Administrative Agent and each other Lender of the receipt of such
excess payment and (b) apply the excess portion of such payment to purchase



61









 







participations (which it shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be
shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all
or part of such Aggregate Amounts Due Excess received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Borrowers or otherwise, those
purchases to that extent shall be rescinded and the purchase prices paid for such participations
shall be returned to such purchasing Lender ratably to the extent of such recovery, but without
interest. Borrowers expressly consent to the foregoing arrangement and agree that any holder of a
participation so purchased may exercise any and all rights of banker’s lien, set off or
counterclaim with respect to any and all monies owing by Borrowers to that holder with respect
thereto as fully as if that holder were owed the amount of the participation held by that holder.



     2.14 Making or Maintaining LIBOR Rate Loans.



               (a) Inability to Determine Applicable Interest Rate. In the event that Administrative
Agent shall have determined (which determination shall be final and conclusive and binding upon all
parties hereto absent manifest error), on any Interest Rate Determination Date with respect to any
LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate
and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans
on the basis provided for in the definition of Adjusted LIBOR Rate, Administrative Agent shall on
such date give notice (by telecopy or by telephone confirmed in writing) to Borrowers and each
Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate
Loans until such time as Administrative Agent notifies Borrowers and Lenders that the circumstances
giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation
Notice given by Borrowers with respect to the Loans in respect of which such determination was made
shall be deemed to be rescinded by Borrowers.



               (b) Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date
any Lender shall have determined (which determination shall be final and conclusive and binding
upon all parties hereto but shall be made only after consultation with Borrowers and Administrative
Agent) that the making, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the failure to comply
therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the Closing Date which materially and adversely affect the London interbank market
or the position of such Lender in that market, then, and in any such event, such Lender shall be an
“Affected Lender” and it shall on that day give notice (by telecopy or by telephone confirmed in
writing) to Borrowers and Administrative Agent of such determination (which notice Administrative
Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice
from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders
constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (1) the
obligation of the Lenders (or in the case of any notice pursuant to clause (i) of the preceding
sentence, such Lender) to make Loans as, or to



62









 







convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a LIBOR
Rate Loan then being requested by a Borrower pursuant to a Funding Notice or a
Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (i) of
the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert
such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case of any notice
pursuant to clause (i) of the preceding sentence, such Lender’s) obligation to maintain its
outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of
the expiration of the Interest Period then in effect with respect to the Affected Loans or when
required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the
date of such termination. Borrowers shall pay accrued interest on the amount so converted and all
amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion.
Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described
above relates to a LIBOR Rate Loan then being requested by a Borrower pursuant to a Funding Notice
or a Conversion/Continuation Notice, such Borrower shall have the option, subject to the provisions
of Section 2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all
Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on
which the Affected Lender gives notice of its determination as described above (which notice of
rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided
in the immediately preceding sentence, nothing in this Section 2.14(b) shall affect the obligation
of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to,
LIBOR Rate Loans in accordance with the terms hereof.



               (c) Compensation for Breakage or Non Commencement of Interest Periods. Borrowers
shall compensate each Lender, upon written request by such Lender (which request shall set forth
the basis for requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid or calculated to be due and payable by such Lender to Lenders of funds
borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or liability sustained
by such Lender in connection with the liquidation or reemployment of such funds but excluding loss
of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default
by such Lender) a borrowing of any LIBOR Rate Loan does not occur on a date specified therefor in a
Funding Notice, or a conversion to or continuation of any LIBOR Rate Loan does not occur on a date
specified therefor in a Conversion/Continuation Notice; (ii) if any prepayment or other principal
payment of, or any conversion of, any of its LIBOR Rate Loans occurs on any day other than the last
day of an Interest Period applicable to that Loan (whether voluntary, mandatory, automatic, by
reason of acceleration, or otherwise); or (iii) if any prepayment of any of its LIBOR Rate Loans is
not made on any date specified in a notice of prepayment given by Borrowers.



               (d) Booking of LIBOR Rate Loans. Any Lender may make, carry or transfer LIBOR Rate
Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such
Lender.



               (e) Assumptions Concerning Funding of LIBOR Rate Loans. Calculation of all amounts
payable to a Lender under this Section 2.14 and under Section 2.15 shall be made as though such
Lender had actually funded each of its relevant LIBOR Rate Loans



63









 







through the purchase of a LIBOR deposit bearing interest at the rate obtained pursuant to
clause (i) of the definition of Adjusted LIBOR Rate in an amount equal to the amount of such LIBOR
Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer
of such LIBOR deposit from an offshore office of such Lender to a domestic office of such Lender in
the United States of America; provided, however, each Lender may fund each of its
LIBOR Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for
the purposes of calculating amounts payable under this Section 2.14 and under Section 2.15.



     2.15 Increased Costs; Capital Adequacy; Reserves on LIBOR Rate Loans.



               (a) Compensation For Increased Costs. Subject to the provisions of Section 2.16
(which shall be controlling with respect to the matters covered thereby), in the event that any
Lender shall determine (which determination shall, absent manifest error, be final and conclusive
and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or
order, or any change therein or in the interpretation, administration or application thereof
(including the introduction of any new law, treaty or governmental rule, regulation or order), or
any determination of a court or governmental authority, in each case that becomes effective after
the Closing Date, or compliance by such Lender with any guideline, request or directive issued or
made after the Closing Date by any central bank or other governmental or quasi governmental
authority (whether or not having the force of law): (i) subjects such Lender (or its applicable
lending office) to any additional Tax (other than any Excluded Taxes of such Lender or any Tax that
is the subject of Section 2.16) with respect to this Agreement or any of the other Credit Documents
or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable
lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes,
modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special
or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against
assets held by, or deposits or other liabilities in or for the account of, or advances or loans by,
or other credit extended by, or any other acquisition of funds by, any office of such Lender (other
than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in
the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with
respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its
obligations hereunder or the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to
reduce any amount received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Borrowers shall promptly pay to such Lender, upon receipt
of the statement referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or otherwise as such Lender
in its sole discretion shall determine) as may be necessary to compensate such Lender on an after
tax basis for any such increased cost or reduction in amounts received or receivable hereunder.
Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional amounts owed to such
Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties
hereto absent manifest error.



               (b) Capital Adequacy Adjustment. In the event that any Lender shall have
determined that the adoption, effectiveness, phase in or applicability after the Closing Date



64









 







of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any
change therein or in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency issued, becoming effective, phased-in or
made after the Closing Date, has or would have the effect of reducing the rate of return on the
capital of such Lender or any corporation controlling such Lender as a consequence of, or with
reference to, such Lender’s Loans, or participations therein or other obligations hereunder with
respect to the Loans to a level below that which such Lender or such controlling corporation could
have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance
(taking into consideration the policies of such Lender or such controlling corporation with regard
to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers
from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such controlling
corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrowers (with
a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis
for calculating the additional amounts owed to Lender under this Section 2.15(b), which statement
shall be conclusive and binding upon all parties hereto absent manifest error.



     2.16 Taxes; Withholding, etc.



               (a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and
under the other Credit Documents shall (except to the extent required by law) be paid free and
clear of, and without any deduction or withholding on account of, any Indemnified Tax imposed,
levied, collected, withheld or assessed by or within the United States of America or any political
subdivision in or of the United States of America or any other jurisdiction from or to which a
payment is made by or on behalf of any Credit Party or by any federation or organization of which
the United States of America or any such jurisdiction is a member at the time of payment.



               (b) Withholding of Taxes. If any Credit Party or any other Person is required by law
to make any deduction or withholding on account of any Indemnified Tax from any sum paid or payable
under any of the Credit Documents: (i) Borrowers shall notify Administrative Agent of any such
requirement or any change in any such requirement as soon as Borrowers become aware of it; (ii)
Credit Parties shall pay any such Indemnified Tax to the relevant Governmental Authority before the
date on which penalties attach thereto; (iii) the sum payable by such Credit Party in respect of
which the relevant deduction or withholding is required shall be increased to the extent necessary
to ensure that after any such deduction or withholding, Administrative Agent or such Lender, as the
case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what
it would have received had no such deduction or withholding been required; and (iv) within thirty
(30) days after making any such deduction or withholding, Borrowers shall deliver to Administrative
Agent evidence satisfactory to the other affected parties of such deduction or withholding and of
the remittance thereof to the relevant taxing or other authority; provided, no such
additional amount shall be required to be paid to any Lender under clause (iii) above except to the
extent that any change after the Closing Date other than as a result of a change of lending office
(in the case of each



65









 







Lender listed on the signature pages to the Original Credit Agreement on the Closing Date) or
after the effective date of the Assignment Agreement or Joinder Agreement pursuant to which such
Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction
or withholding shall result in an increase in the rate of such deduction or withholding from that
in effect at the Closing Date or at the date of such Assignment Agreement or Joinder Agreement, as
the case may be, in respect of payments to such Lender, provided, further, that in
the case of a Lender that becomes a Lender as a result of executing an Assignment Agreement or
Joinder Agreement, the Borrowers shall not be required to pay additional amounts to such Lender to
the extent such Taxes were, as of the effective date of such Assignment Agreement or Joinder
Agreement, imposed at a rate that exceeds the rate in respect of those Taxes for which the assignor
with respect to such Lender was entitled to any additional payments under this Section 2.16.



               (c) Other Taxes. In addition, the Credit Parties shall pay all Other Taxes to the
relevant Governmental Authorities in accordance with applicable law. The Credit Parties shall
deliver to Administrative Agent official receipts or other evidence of such payment reasonably
satisfactory to Administrative Agent in respect of any Other Taxes payable hereunder promptly after
payment of such Other Taxes. Notwithstanding the foregoing, the Borrowers shall not pay any Other
Taxes imposed as a result of an assignment or the sale of a participation by a Lender.



               (d) Indemnification. The Credit Parties shall jointly and severally indemnify each
Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of
any Indemnified Taxes and other Taxes paid or incurred by such Agent or such Lender or their
respective Tax Related Persons, as the case may be, relating to, arising out of, or in connection
with any Credit Document or any payment or transaction contemplated hereby or thereby, whether or
not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority
and all reasonable costs and expenses incurred in enforcing the provisions of this Section 2.16;
provided, however, that the Credit Parties shall not be required to indemnify the
Agents, Lenders and Participants for (i) any Taxes that would be excluded from a gross-up under
Section 2.16(b), (ii) in duplication of Taxes covered by Sections 2.16(b) or (c), or (iii) Taxes on
consolidated net income, other than in the case of (A) any matters addressed in Section 2.16(c) and
any indemnification therefor and (B) any payments of expenses and costs made pursuant to this
Section 2.16(d), in which instances such indemnification shall be made on an after-Tax basis, such
that after all required deductions and payments of all Indemnified Taxes or Other Taxes (including
Taxes on consolidated net income applicable to amounts covered by this Section 2.16(d)(iii)(A) or
(B)), the Agents, the Lenders and each of their respective Tax Related Persons receives and retains
an amount equal to the sum it would have received and retained had it not paid or incurred or been
subject to such Indemnified Taxes and Other Taxes or expenses and costs. A certificate from the
relevant Lender or Agent, setting forth in reasonable detail the basis and calculation of such
Taxes shall be conclusive, absent manifest error.



               (e) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United
States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for
U.S. federal income tax purposes (a “Non-U.S. Lender”) shall deliver to Administrative Agent (for
the Administrative Agent itself and for transmission to Borrowers), on



66









 







or prior to the date hereof (in the case of each Lender listed on the signature pages hereof)
or on or prior to the date of the Assignment Agreement or Joinder Agreement pursuant to which it
becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in
the determination of Borrowers or Administrative Agent (each in the reasonable exercise of its
discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or Internal Revenue
Service Form W-8ECI (or any successor forms), properly completed and duly executed by such Lender,
and such other documentation required under the Internal Revenue Code and reasonably requested by
the Administrative Agent or Borrowers to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to such Lender of
principal, interest, fees or other amounts payable under any of the Credit Documents or is subject
to deduction or withholding at a reduced rate, pursuant to an applicable income tax treaty or
because the item of income is effectively connected with the conduct of a U.S. trade or business,
(ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal
Revenue Code, a 10% shareholder of the applicable Borrower (within the meaning of Section
871(h)(3)(B) of the Internal Revenue Code) or a “controlled foreign corporation” related to the
applicable Borrower (within the meaning of Section 881(c)(3)(C) of the Code) and cannot deliver
Internal Revenue Service Form W-8ECI pursuant to clause (i) above, two original copies of a
Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service
Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such
other documentation required under the Internal Revenue Code and reasonably requested by the
Administrative Agent or Borrowers to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to such Lender of
interest payable under any of the Credit Documents pursuant to the portfolio interest exemption or
(iii) two original copies of any other documentation, properly completed and duly executed by such
Lender, to establish such Lender’s entitlement to an exemption from or reduction in withholding of
U.S. federal income tax. Each Lender that is a United States person (as such term is defined in
Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a
“U.S. Lender”) and is not an exempt recipient within the meaning of Treasury Regulation
Section 1.6049-4(c) shall deliver to the Administrative Agent (for the Administrative Agent itself
and for transmission to Borrowers) on or prior to the date hereof (or, if later, on or prior to the
date on which such Lender becomes a party to this Agreement) two original copies of the Internal
Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such
Lender, confirming that such U.S. Lender is entitled to an exemption from United States backup
withholding tax. Each Lender required to deliver any forms, certificates or other evidence with
respect to United States federal income tax withholding matters pursuant to this Section 2.16(e)
hereby agrees, from time to time after the initial delivery by such Lender of such forms,
certificates or other evidence, whenever a lapse in time or change in circumstances renders such
forms, certificates or other evidence obsolete or inaccurate in any material respect, that such
Lender shall promptly deliver to Administrative Agent (for the Administrative Agent itself and for
transmission to Borrowers) two new original copies of Internal Revenue Service Form W-8BEN,
Internal Revenue Service W-8ECI, a Certificate Regarding Non-Bank Status and Internal Revenue
Service Form W-8BEN, Internal Revenue Service Form W-9 or other applicable documentation (or any
successor forms to any of the foregoing), as the case may be, properly completed and duly executed
by such Lender, and two new original copies of other documentation, required under the Internal
Revenue Code and reasonably requested by



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Administrative Agent or Borrowers, properly completed and duly executed by such Lender, to
confirm or establish that such Lender is not subject to deduction or withholding of United States
federal income tax with respect to payments to such Lender under the Credit Documents or is subject
to deduction or withholding at a reduced rate, or notify Administrative Agent and Borrowers of its
inability to deliver any such forms, certificates or other evidence. Borrowers shall not be
required to pay any additional amount to any Non-U.S. Lender or any U.S. Lender under Section
2.16(b)(iii) if such Lender shall have failed to deliver the forms, certificates or other evidence
referred to in the first sentence of this Section 2.16(e) that it is legally entitled to deliver;
provided, if such Lender shall have satisfied the requirements of the first sentence of
this Section 2.16(e) on the date hereof or on the date of the Assignment Agreement or Joinder
Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of
Section 2.16(e) shall relieve Borrowers of their obligation to pay any additional amounts pursuant
this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation, administration or
application thereof, such Lender is no longer properly entitled to deliver forms, certificates or
other evidence at a subsequent date establishing the fact that such Lender is not subject to
withholding (or subject to the withholding in a reduced rate) as described herein.



          Each Non-U.S. Lender, to the extent it does not act or ceases to act for its own account with
respect to any portion of any sums paid or payable to such Non-U.S. Lender under any of the Credit
Documents (for example, in the case of a typical participation by such Non-U.S. Lender, or where
Non-U.S. Lender is a partnership for U.S. federal income tax purposes), shall deliver to the
Administrative Agent (for the Administrative Agent itself and for transmission to Borrowers) on or
prior to the date hereof or on or prior to the date when such Non-U.S. Lender ceases to act for its
own account with respect to any portion of any such sums paid or payable, and at such other times
as may be necessary in the determination of the Administrative Agent or Borrowers (in either case,
in the reasonable exercise of its discretion), (A) two original copies of the forms or statements
required to be provided by such Non-U.S. Lender as set forth in the preceding paragraph, properly
completed and duly executed by such Lender, to establish the portion of any such sums paid or
payable with respect to which such Non-U.S. Lender acts for its own account that is not subject to
U.S. federal income tax, and (B) two original copies of Internal Revenue Service Form W-8IMY (or
any successor forms), properly completed and duly executed by such Lender, together with any
information such Non-U.S. Lender is required to transmit with such form, and any other certificate
or statement of exemption required under the Internal Revenue Code, properly completed and duly
executed by such Lender, to establish that such Non-U.S. Lender is not acting for its own account
with respect to a portion of any such sums payable to such Non-U.S. Lender, and two original copies
of an applicable Certificate Regarding Non-Bank Status, properly completed and duly executed by the
applicable participant or partner, provided, that if the Lender is a partnership and one or more of
its partners are claiming the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, such Lender may provide a Certificate Regarding Non-Bank Status on behalf of such
partners. Any Non-U.S. Lender providing the Internal Revenue Service Form W-8IMY is hereby required
to update such form (or notify the Administrative Agent and Borrowers of its inability to do so) at
the same times that a Non-U.S. Lender is required to update applicable forms, certificates and
documentations pursuant to the preceding paragraph.




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          Nothing in this Section 2.16 shall be construed to require a Lender, Agent or Participant to
provide any forms or documentation that it is not legally entitled to provide.




     2.17 Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender
responsible for administering its Loans becomes aware of the occurrence of an event or the
existence of a condition that would cause such Lender to become an Affected Lender or that would
entitle such Lender to receive payments under Section 2.14, 2.15 or 2.16, it will, to the extent
not inconsistent with the internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions,
including any Affected Loans, through another office of such Lender, or (b) take such other
measures as such Lender may deem reasonable, if as a result thereof the circumstances which would
cause such Lender to be an Affected Lender would cease to exist or the additional amounts which
would otherwise be required to be paid to such Lender pursuant to Section 2.14, 2.15 or 2.16 would
be materially reduced and if, as determined by such Lender in its sole discretion, the making,
issuing, funding or maintaining of such Term Loan Commitments or Loans through such other office or
in accordance with such other measures, as the case may be, would not otherwise adversely affect
such Term Loan Commitments or Loans or the interests of such Lender; provided, that such
Lender will not be obligated to utilize such other office pursuant to this Section 2.17 unless
Borrowers agree to pay all costs and expenses incurred by such Lender as a result of utilizing such
other office as described above. A certificate as to the amount of any such expenses payable by
any Borrower pursuant to this Section 2.17 (setting forth in reasonable detail the basis for
requesting such amount) submitted by such Lender to Borrowers (with a copy to Administrative Agent)
shall be conclusive absent manifest error.



     2.18 Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender, other
than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting
Lender”) in its obligation to fund (a “Funding Default”) any Term Loan (in each case, a “Defaulted
Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting
Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the
granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent
permitted by applicable law, until such time as the Default Excess with respect to such Defaulting
Lender shall have been reduced to zero, (i) any voluntary prepayment of the Loans shall be applied
to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the
Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Loans shall
be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if
such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being
understood and agreed that Borrowers shall be entitled to retain any portion of any mandatory
prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the
operation of the provisions of this clause (b); and (c) such Defaulting Lender’s Term Loan
Commitment and outstanding Loans shall be excluded for purposes of calculating the Term Loan
Commitment fee and any Payment Premium payable to Lenders in respect of any day during any Default
Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to
receive any Term Loan Commitment fee pursuant to Section 2.8 with respect to such Defaulting
Lender’s Term Loan Commitment in respect of any Default Period with respect to such Defaulting
Lender and any Payment Premium. No Term Loan Commitment of any Lender shall be increased or
otherwise



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affected, and, except as otherwise expressly provided in this Section 2.18, performance by
Borrowers of their obligations hereunder and the other Credit Documents shall not be excused or
otherwise modified as a result of any Funding Default or the operation of this Section 2.18. The
rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to other
rights and remedies which Borrowers may have against such Defaulting Lender with respect to any
Funding Default and which Administrative Agent or any Lender may have against such Defaulting
Lender with respect to any Funding Default.



     2.19 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender
(an “Increased Cost Lender”) shall give notice to Borrowers that such Lender is an Affected Lender
or that such Lender is entitled to receive payments under Section 2.14, 2.15 or 2.16, (ii) the
circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender
to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such
notice within five Business Days after Borrowers’ request for such withdrawal; or (b) (i) any
Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall
remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of
which it has become a Defaulting Lender within five Business Days after Borrowers’ request that it
cure such default; or (c) in connection with any proposed amendment, modification, termination,
waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b),
the consent of Requisite Lenders shall have been obtained (and, if such proposed amendment,
modification, termination, waiver or consent would have a disproportionate effect on any Tranche,
the consent of the Requisite Tranche Lenders with respect to such Tranche shall have been obtained)
but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent
is required shall not have been obtained; then, with respect to each such Increased Cost Lender,
Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Administrative Agent may, at
the request of the Requisite Lenders (and which, in the case of an Increased Cost Lender, only
after receiving written request from the Borrowers to remove such Increased Cost Lender (which
notice may not be given by Borrowers if any Default or Event of Default is then continuing)), by
giving written notice to Borrowers and any Terminated Lender of its election to do so, elect to
cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a
“Replacement Lender”) in accordance with the provisions of Section 10.6 and Terminated Lender shall
pay any fees payable thereunder in connection with such assignment; provided, (1) on the
date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to
the principal of all outstanding Loans of the Terminated Lender; (2) on the date of such
assignment, Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section
2.14(c), 2.15 or 2.16; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each
Replacement Lender shall consent, at the time of such assignment, to each matter in respect of
which such Terminated Lender was a Non-Consenting Lender. In accordance with the Assignment
Agreement, interest and the undrawn fee pursuant to Section 2.8 that accrued prior to the effective
date of the assignment shall be for the account of the Terminated Lender, and such amounts that
accrue on and after the effective date of the assignment shall be for the account of the
Replacement Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the
termination of such Terminated Lender’s Commitments, if any, such Terminated Lender shall no longer
constitute a “Lender” for purposes hereof; provided, any



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rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated
Lender. Each Replacement Lender shall cure any existing Funding Default of the applicable
Defaulting Lender.



     2.20 New Term Loan Facility.



          Company exercised its right and obligation under the Original Credit Agreement to request the
establishment of new term loan commitments (the “New Term Loan Commitments”) in accordance with
this Section 2.20 in an amount equal to $1,000,000,000 in the aggregate for such New Term Loan
Commitments. Such New Term Loan Commitments were allocated to Persons who were either Lenders
prior to such time, Administrative Agent or other Persons that were Eligible Assignees who held
bond Indebtedness of Company (other than Loans) in a principal amount of not less than an amount
determined by the Lenders Steering Committee (each, a “New Term Loan Lender”).




               (a) Effectiveness of New Term Loan Commitments. The New Term Loan Commitments became
binding and effective on July 29, 2009 (the “Increased Amount Date”).



               (b) New Term Loans. On the date set forth in the Funding Notice delivered by Company
pursuant to Section 2.1(b) (the “New Term Loan Closing Date”), each New Term Loan Lender made term
loans to the Borrowers (such term loans, collectively, the “New Term Loans”, and individually, each
a “New Term Loan”) in an aggregate amount equal to its New Term Loan Commitment; provided that the
aggregate New Term Loan Commitments were allocated to the Borrowers as set forth in Table 2.20
below and the New Term Loans in respect of such New Term Loan Commitments were lent directly by the
New Term Loan Lenders to each such Borrower in accordance with such allocations.



Table 2.20 — Allocations of New Term Loan Commitments




	 	 	 	 	 
	Borrower	 	New Term Loan Allocation	 
	 
	CIT Capital USA Inc.
	 	$	200,000,000	 
	CIT Healthcare LLC
	 	$	200,000,000	 
	CIT Lending Services Corporation
	 	$	200,000,000	 
	The CIT Group/Commercial Services, Inc.
	 	$	200,000,000	 
	The CIT Group/Business Credit, Inc.
	 	$	200,000,000	 






          Each Lender’s New Term Loan Commitment terminated immediately and without further action on
the applicable Credit Date after giving effect to the funding of such Commitments on such date.




     2.21 Tranche 2 Term Loan Facility.



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               (a) The Borrower Representative may, by written notice to Administrative Agent and the Lenders
Steering Committee, request the establishment, in accordance with this Section 2.21, of “Tranche
2B” delayed draw term loan commitments pursuant to which each Tranche 2B Term Lender (as defined
below) severally agrees to, from time to time during the Tranche 2 Commitment Period, subject to
the terms and conditions hereof, lend sums to the Borrowers in an aggregate principal amount at any
one time outstanding not in excess of the amount set forth in such Tranche 2B Term Lender’s Joinder
Agreement (as the same may subsequently be set forth in the Register from time to time and as the
same may be increased or reduced from time to time pursuant to the terms of this Agreement, such
Tranche 2 Term Loan Lender’s “Tranche 2B Term Loan Commitment”). Such Tranche 2B Term Loan
Commitments shall be allocated in accordance with Section 2.21(d) to Persons who have submitted
firm written expressions of interest to the Company prior to the Tranche 2B Allocation Time
(defined below) and who are either Lenders prior to such time, Administrative Agent or other
Persons that are Eligible Assignees (each such Person holding a Tranche 2B Term Loan Commitment or
Tranche 2B Term Loan from time to time, and each assignee thereof that becomes a party to this
Agreement in accordance with Section 10.6, a “Tranche 2 Term Loan Lender”); provided that
(x) such expressions of interest from any prospective Tranche 2B Term Loan Lender shall be
non-binding unless and until a Joinder Agreement is signed by such prospective Tranche 2B Term Loan
Lender as described below and (y) any Lender approached to provide all or a portion of the Tranche
2B Term Loan Commitments may elect or decline, in its sole discretion, to provide a Tranche 2B Term
Loan Commitment.



                    By written notice to Administrative Agent and the Lenders Steering Committee, the Borrower
Representative shall specify the date, which shall be on a single Business Day and not later than
the Tranche 2 Outside Date, on which the Borrower Representative proposes that all (but not less
than all) of the Tranche 2B Term Loan Commitments shall become binding and effective.



               (b) Tranche 2B Effective Date Conditions. The Tranche 2B Term Loan Commitments shall
become binding and effective on the date (the “Tranche 2B Effective Date”) that each of the
following conditions has been satisfied or waived in accordance with Section 10.5:




                    (i) Lenders, the Agents and the Arrangers and their respective counsel shall have received
originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Meagher &
Flom LLP, counsel for Credit Parties, and the favorable written opinions of local counsel for
Credit Parties in each jurisdiction in which any Credit Party is a registered organization under
the UCC, each dated as of the Tranche 2B Effective Date and covering such matters as the Tranche
2B Term Loan Lenders and/or the Administrative Agent may reasonably request and otherwise in
form and substance reasonably satisfactory to the Tranche 2B Term Loan Lenders (it being
understood that delivery of duly executed counterpart signature page to a Joinder Agreement by a
Tranche 2B Term Loan Lender shall be deemed to constitute such Tranche 2B Term Loan Lender’s
satisfaction with the form and substance of such opinions) and the Administrative Agent (and
each Credit Party hereby instructs such counsel to deliver such opinions to Agents, Arrangers
and Lenders);



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                    (ii) the Administrative Agent shall have received a certificate from the Subsidiary
Borrowers certifying that (x) no Default or Event of Default shall exist on such Tranche 2B
Effective Date before or after giving effect to such Tranche 2B Term Loan Commitments; (y) the
representations and warranties contained herein and in the other Credit Documents shall be true
and correct in all material respects (except such representations and warranties that by their
terms are qualified by materiality or a Material Adverse Effect, which representations and
warranties shall be true and correct in all respects) on and as of the Tranche 2B Effective Date
to the same extent as though made on and as of that date (or to the extent such representations
and warranties specifically relate to an earlier date on and as of such earlier date); and (z)
since the Closing Date, the Organizational Documents, signature and incumbency certificates and
resolutions delivered pursuant to Section 3.1 have not been amended, rescinded or otherwise
supplemented or modified, except as set forth in (i) the supplemental signature and incumbency
certificates, as delivered to the Successor Administrative Agent on or prior to the Tranche 2B
Effective Date, (ii) the amendment of certain Organizational Documents of the Company and
certain of its Restricted Subsidiaries, as certified by the secretary, assistant secretary or
director of such Credit Party and as delivered to the Successor Administrative Agent on or prior
to the Tranche 2B Effective Date, and (iii) the additional resolutions passed by each Credit
Party, as certified by the secretary, assistant secretary or director of such Credit Party and
as delivered to the Successor Administrative Agent on or prior to the Tranche 2B Effective Date;




                    (iii) the Administrative Agent shall have received one or more Joinder Agreements (which in
the aggregate shall be for an amount equal to the Tranche 2B Total Commitment Amount) by which
Tranche 2B Term Loan Commitments shall be effected and each such Joinder Agreement shall be
executed and delivered by the Borrowers, Administrative Agent and each Tranche 2B Term Loan
Lender, and each of which shall be recorded in the Register;




                    (iv) Administrative Agent and Collateral Agent shall have received written confirmation
from each Guarantor that, both before and immediately after giving effect to the Tranche 2B
Effective Date, (A) each Credit Document to which it is a party or otherwise bound and all
Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the
fullest extent possible in accordance with the Credit Documents the payment and performance of
all Obligations under each of the Credit Documents to which it is a party (including all
Obligations in respect of Tranche 2B Term Loan Commitments and Tranche 2B Term Loans) and (B)
such Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect on and after the Tranche 2B Effective
Date and that all of its obligations thereunder shall be valid and enforceable and shall not be
impaired or limited by the establishment of the Tranche 2B Term Loan Facility, the effectiveness
of the Tranche 2B Term Loan Commitments or any Credit Extensions made in respect thereof,
including Tranche 2B Term Loans;




                    (v) [Reserved];




                    (vi) Subsidiary Borrowers shall have paid, or substantially concurrently pay, to
Administrative Agent, Collateral Agent, and each Steering Lender all of



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the outstanding costs and expenses (including the fees, expenses and disbursements of
counsel and other advisors) referred to in Section 10.2 for which Company has been invoiced at
least one Business Day prior to the Tranche 2B Effective Date (which may include amounts
constituting reasonable estimates of fees and expenses of counsel and other advisors incurred or
to be incurred in connection with the Tranche 2 Term Loan Facility and/or the Approved
Restructuring Plan; provided, that no such estimate shall thereafter preclude a final
settling of account as to such fees and expenses); and




                    (vii) the applicable Borrowers shall have made, or substantially concurrently make, any
payments required pursuant to Section 2.8 in connection with the Tranche 2B Term Loan
Commitments.



               Upon satisfaction or waiver of such conditions, each Person holding Tranche 2B Loan
Commitments that is not then a Lender shall become a Lender hereunder with respect to its Tranche
2B Term Loan Commitment and the Tranche 2 Term Loans to be made by it pursuant thereto.



               (c) Credit Date Conditions. The obligation of each Tranche 2 Term Loan Lender to make
any Tranche 2 Term Loan on the applicable Credit Date during the Tranche 2 Commitment Period is
subject to the satisfaction, or waiver by the Requisite Tranche 2 Term Loan Lenders, of the
following conditions on or before such Credit Date:




                    (i) each of the conditions set forth in Section 3.2 shall be satisfied as of such Credit
Date (including all conditions required to be satisfied in order that the application of
proceeds from such Tranche 2 Term Loan proposed in the related Funding Notice would, upon
consummation of such Credit Extension, constitute a Permitted Tranche 2 Purpose);




                    (ii) Borrowers shall have made, or substantially concurrently make, any payments required
pursuant to Section 2.8 in connection with the Tranche 2 Term Loan Commitments;




                    (iii) each Borrower shall have delivered (x) a properly executed Funding Notice in
accordance with Section 2.1(b), (y) an originally executed Closing Date Certificate, dated as of
the applicable Credit Date, and (z) an officer’s certificate substantially in the form of the
officer’s certificate delivered pursuant to Section 2.21(b)(ii), dated as of the applicable
Credit Date with certifications made therein as of such Credit Date, both before and immediately
after giving effect to the proposed Credit Extensions;




                    (iv) Administrative Agent shall have received a Solvency Certificate from Company and each
other Borrower dated as of such Credit Date and addressed to Administrative Agent, Arrangers and
the Lenders and in form, scope and substance reasonably satisfactory to Administrative Agent
demonstrating that, after giving effect to the Credit Extensions to be made on such Credit Date,
such Person is Solvent;




                    (v) if such Tranche 2 Term Loan Lender is Bank of America, N.A., Bank of America, N.A.
shall have accepted an Institutional Allocation Confirmation and Assignment Agreement executed
and delivered by each Person identified to it by the Lenders



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Steering Committee as having been allocated Tranche 2 Term Loans pursuant to
Section 2.21(d);




                    (vi) (A) each subsidiary of Company proposed by Company (and identified with specificity on
Schedule 1.1B or otherwise reasonably acceptable to the Lenders Steering Committee) to become a
borrower of the Tranche 2 Term Loans that is not a Borrower hereunder shall have delivered an
originally executed Borrower Counterpart Agreement, (B) each subsidiary of Company proposed by
Company (and identified with specificity on Schedule 1.1B or otherwise reasonably acceptable to
the Lenders Steering Committee) to become an Additional Guarantor hereunder shall have delivered
an originally executed Guarantor Counterpart Agreement and Joinder Agreement in substantially
the form of Annex 2 to the Collateral Agreement, and (C) for each such subsidiary, Lenders, the
Arrangers and the Administrative Agent and the Collateral Agent and their respective counsel
shall have received originally executed copies of the favorable written opinions of Skadden,
Arps, Slate, Meagher & Flom LLP, counsel for the Credit Parties, and the favorable written
opinions of local counsel for any jurisdiction in which such subsidiary is a registered
organization under the UCC, with respect to such subsidiary and all Liens purported to be
granted in its assets and otherwise in form and substance reasonably satisfactory to
Administrative Agent; and




                    (vii) the Borrower of such Credit Extension shall not be a Debtor.



          On the date set forth in the applicable Funding Notice delivered by Borrowers pursuant to
Section 2.1(b) on or following the Amendment Agreement Effective Date and on or prior to the
Tranche 2 Outside Date, subject to the satisfaction of the conditions set forth in this Section
2.21(c), each Tranche 2 Term Loan Lender shall make, on the applicable Credit Date, term loans to
the Borrower designated in such Funding Notice (such term loans, “Tranche 2 Term Loans”) in an
aggregate amount equal to its Tranche 2 Commitment Percentage of the aggregate amount of Tranche 2
Term Loans proposed to be borrowed on such Credit Date pursuant to such Funding Notice;
provided, that immediately after giving effect to such Tranche 2 Term Loan, the aggregate
principal amount of all then outstanding Tranche 2 Term Loans of such Lender shall not exceed the
amount of such Lender’s Tranche 2 Term Loan Commitment; and provided, further, that
immediately after giving effect to each such Tranche 2 Term Loan, the aggregate principal amount of
all then outstanding Tranche 2 Term Loans shall not exceed the Tranche 2 Total Commitment Amount.




          If the condition precedent set forth in Section 2.21(c)(v) above has not been satisfied, then
Bank of America, N.A. shall fund only that portion of Tranche 2 Term Loan Commitments with respect
to which such condition precedent is satisfied (which shall be that portion of its Tranche 2 Term
Loan Commitments allocated to Persons who have executed and delivered such Institutional Allocation
Confirmations and Assignment Agreements. Any portion of the Tranche 2 Term Loan Commitments of
Bank of America, N.A. that is not funded pursuant to this paragraph shall be terminated and of no
further effect.




          Credit Extensions pursuant to the Tranche 2 Term Loan Commitments (x) shall be available only
during the Tranche 2 Commitment Period, (y) shall be made no more frequently




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than twice pursuant to the Tranche 2 Term Loan Commitments and (z) shall be in an aggregate
principal amount of a whole multiple of $100,000,000.




               (d) Tranche 2B Allocation. The Administrative Agent shall notify Tranche 2B Term Loan
Lenders promptly upon receipt of Borrower Representative’s notice of the proposed Tranche 2B
Effective Date and in respect thereof the Tranche 2B Term Loan Commitments and the Tranche 2B Term
Loan Lenders, as applicable, pursuant to the second paragraph of Section 2.21(a).



          Tranche 2B Term Loan Commitments may be established only on one occasion pursuant to this
Section 2.21. Company shall select a date and time for such occasion on or prior to the Tranche 2B
Effective Date and provide at least 3 Business Days’ prior written notice to the Administrative
Agent, the Lenders Steering Committee and the Original Tranche 2A Term Loan Lenders of such date
and time; provided that such date is a Business Day, such time shall be during normal
business hours in New York City and shall otherwise be reasonably acceptable to the Administrative
Agent and the Lenders Steering Committee (the “Tranche 2B Allocation Time”). If at the Tranche 2B
Allocation Time the aggregate amount of prospective Tranche 2 Term Loan Commitments is in excess of
the Tranche 2B Total Commitment Amount, the Tranche 2B Term Loan Commitments shall be allocated by
the Lenders Steering Committee among the prospective Tranche 2B Term Loan Lenders as follows:





          (i) first, each Original Tranche 2A Term Loan Lender shall be offered an
allocation of Tranche 2B Term Loan Commitments equal to its ratable share of the
aggregate Tranche 2B Total Commitment Amount (based on their Original Tranche 2A
Term Loan Exposure);




          (ii) second, to the extent any Tranche 2B Term Loan Commitments remain
unallocated after such Original Tranche 2A Term Loan Lenders have been provided two
Business Days to accept such offer, such Tranche 2B Term Loan Commitments shall be
allocated to each Original Tranche 2A Term Loan Lender that has submitted firm
written expressions of interest to the Company ratably in accordance with the
amounts in respect of which they have submitted firm written expressions of
interest; and




          (iii) third, to the other prospective Tranche 2B Term Loan Lenders that have
submitted firm written expressions of interest to the Company, based on such factors
as shall be determined by the Lenders Steering Committee in its sole discretion.



               (e) Termination of Tranche 2 Term Loan Commitments. Each Lender’s Tranche 2 Term Loan
Commitment shall terminate immediately and without further action on the earlier of (i) the Credit
Date on which the Tranche 2 Term Loan Commitments have been fully utilized (either by amount or
with respect to the maximum amount of drawings permitted thereon) and (ii) the close of business in
New York City on the Tranche 2 Outside Date.



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SECTION 3. CONDITIONS PRECEDENT




     3.1 Closing Date. The obligation of the Initial Term Lender to make any Loan on the Closing Date was subject to
the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or
before the Closing Date:



               (a) Credit Documents. Administrative Agent shall have received a copy of each of the
following Credit Documents originally executed and delivered by each applicable Credit Party for
each Lender: (i) the Original Credit Agreement; (ii) Fee Letter; and (iii) the Original Collateral
Agreement.



               (b) Organizational Documents; Incumbency. Administrative Agent shall have received
(i) copies of each Organizational Document of each Credit Party, as applicable, and, to the extent
applicable, certified as of a recent date by the appropriate governmental official; (ii) signature
and incumbency certificates of the officers of such Person executing the Credit Documents to which
it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit
Party approving and authorizing the execution, delivery and performance of this Agreement and the
other Credit Documents to which it is a party or by which it or its assets may be bound as of the
Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being
in full force and effect without modification or amendment; and (iv) a good standing certificate
from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation,
organization or formation, each dated a recent date prior to the Closing Date.



               (c) Governmental Authorizations and Consents. Each Credit Party shall have obtained
all Governmental Authorizations and all consents of other Persons, in each case that are necessary
or advisable in connection with the transactions contemplated by the Credit Documents and each of
the foregoing shall be in full force and effect.



               (d) Personal Property Collateral. Collateral Agent shall have received:




                    (i) UCC financing statements for each Credit Party (other than Company) and share
certificates of Capital Stock of all Domestic Subsidiaries except to the extent waived by the
Requisite Lenders; and




                    (ii) the results of a recent search, by a Person satisfactory to Collateral Agent, of all
effective UCC financing statements (or equivalent filings) made with respect to any personal
property of any Subsidiary Guarantor in the jurisdictions satisfactory to Collateral Agent,
together with copies of all such filings disclosed by such search, and UCC termination
statements (or similar documents) duly executed by all applicable Persons for filing in all
applicable jurisdictions as may be necessary to terminate any effective UCC financing statements
(or equivalent filings) disclosed in such search (other than any such financing statements in
respect of Permitted Liens) except to the extent waived by the Requisite Lenders.



               (e) No Litigation. There shall not exist any action, suit, investigation, litigation
or proceeding or other legal or regulatory developments, pending or threatened in any court or
before any arbitrator or Governmental Authority that, in the reasonable opinion of the



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Administrative Agent, singly or in the aggregate, materially impairs the transactions
contemplated by the Credit Documents or that could reasonably be expected to have a Material
Adverse Effect.



               (f) [Intentionally Omitted].



               (g) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall
have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for Credit Parties, in the form of Exhibit D, and the favorable written
opinions of local counsel for Credit Parties in each jurisdiction in which any Credit Party is a
registered organization under the UCC, each dated as of the Closing Date and covering such matters
as Administrative Agent may reasonably request and otherwise in form and substance reasonably
satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to
deliver such opinions to Agents and Lenders).



               (h) Fees. Company shall have paid to Administrative Agent the fees payable on the
Closing Date referred to in Section 2.8.



               (i) Solvency Certificate. On the Closing Date, Administrative Agent shall have
received a Solvency Certificate from Company dated as of the Closing Date and addressed to
Administrative Agent and Lenders, and in form, scope and substance reasonably satisfactory to
Administrative Agent, demonstrating that after giving effect to the Credit Extensions to be made on
the Closing Date, Company and its Restricted Subsidiaries are Solvent.



               (j) Closing Date Certificate. Company shall have delivered to Administrative Agent an
originally executed Closing Date Certificate, together with all attachments thereto.



               (k) [Intentionally Omitted].



               (l) [Intentionally Omitted].



               (m) Date of Closing. The Closing Date shall occur on or before July 20, 2009.



          Each Lender, by delivering its signature page to the Original Credit Agreement and funding a
Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and
approved, each Credit Document and each other document required to be approved by any Agent,
Requisite Lenders or Lenders, as applicable on the Closing Date.




     3.2 Conditions to Each Credit Extension.



          (a) Conditions Precedent. The obligation of each Lender to make any Credit Extension
on any Credit Date, including the Closing Date (except as otherwise specified), are subject to the
satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:




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                    (i) Administrative Agent shall have received a fully executed and delivered Funding Notice;




                    (ii) as of such Credit Date, the representations and warranties contained herein and in the
other Credit Documents shall be true and correct in all material respects (except such
representations and warranties that by their terms are qualified by materiality or a Material
Adverse Effect, which representations and warranties shall be true and correct in all respects)
on and as of that Credit Date to the same extent as though made on and as of that date (or to
the extent such representations and warranties specifically relate to an earlier date on and as
of such earlier date);




                    (iii) as of such Credit Date, no event shall have occurred and be continuing or would
result from the consummation of the applicable Credit Extension or the use of proceeds thereof
that would constitute an Event of Default or a Default; and




                    (iv) Borrowers shall have paid to Administrative Agent the fees payable on such Credit Date
referred to in Section 2.8 and shall have paid to the Administrative Agent, Collateral Agent and
each Steering Lender all of the outstanding costs and expenses (including the fees, expenses and
disbursements of counsel and other advisors) referred to in Section 10.2 for which Company has
been invoiced at least one Business Day prior to such Credit Date (which may include amounts
constituting reasonable estimates of fees and expenses of counsel and other advisors incurred or
to be incurred; provided, that no such estimate shall thereafter preclude a final
settling of account as to such fees and expenses).


Any Agent or any Steering Lender shall be entitled, but not obligated, to request and receive,
prior to the making of any Credit Extension, additional information reasonably satisfactory to the
requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment
of such Agent or Steering Lender such request is warranted under the circumstances.




               (b) Notices. Any Notice shall be executed by an Authorized Officer in a writing
delivered to Administrative Agent.



     SECTION 4. REPRESENTATIONS AND WARRANTIES



          In order to induce Lenders to enter into this Agreement and to make each Credit Extension to
be made thereby, each Credit Party represents and warrants to Agents, Arrangers and each Lender, on
the Closing Date, on the date hereof, on the Increased Amount Date and on the date any Loan is
made, that the following statements are true and correct:




     4.1 Organization; Requisite Power and Authority; Qualification. Each Credit Party (a) is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and
authority to own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry
out the transactions contemplated thereby and, in the case of Borrowers, to make the borrowings
hereunder, and (c) is qualified to do business and in good standing in every jurisdiction where its



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assets are located and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not had, and could not
be reasonably expected to have, a Material Adverse Effect.



     4.2 Capital Stock and Ownership. The Capital Stock of each of Company and its Restricted Subsidiaries (other than an
Owner-Trustee) has been duly authorized and validly issued and is fully paid and non-assessable.
Schedule 4.2 sets forth a true, complete and correct list as of the Closing Date of the legal name
of Company and each of its material Restricted Subsidiaries and indicates for each such Person its
ownership (by holder and percentage interest) and the type of entity of each of them.



     4.3 Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all
necessary action on the part of each Credit Party that is a party thereto (except that any
Owner-Trustee has not yet received instructions from the beneficiary of the owner trust).



     4.4 No Conflict. The execution, delivery and performance by each of the Credit Parties of the Credit Documents to
which they are parties and the consummation of the transactions contemplated by the Credit
Documents do not and will not: (a) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Restricted Subsidiaries, any of the Organizational
Documents of Company or any of its Restricted Subsidiaries, or any order, judgment or decree of any
court or other agency of government binding on Company or any of its Restricted Subsidiaries; (b)
conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of Company or any of its Restricted Subsidiaries; (c)
result in or require the creation or imposition of any Lien upon any of the properties or assets of
Company or any of its Restricted Subsidiaries (other than any Liens created under any of the Credit
Documents in favor of Collateral Agent, on behalf of Secured Parties); (d) except to the extent it
could not reasonably be expected to have a Material Adverse Effect, result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license,
authorization or approval applicable to its operations or any of its properties; (e) require any
approval of stockholders, members or partners; or (f) except to the extent it could not reasonably
be expected to have a Material Adverse Effect, require any approval or consent of any Person under
any Contractual Obligation of Company or any of its Restricted Subsidiaries, except for such
approvals or consents which will be obtained on or before the Amendment Agreement Effective Date
and disclosed in writing to Lenders.



     4.5 Governmental Consents. The execution, delivery and performance by each of the Credit Parties of the Credit Documents to
which they are parties and the consummation of the transactions contemplated by the Credit
Documents do not and will not require any registration with, consent or approval of, or notice to,
or other action to, with or by, any Governmental Authority except for filings and recordings with
respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or
recordation, (i) as of the Closing Date, or (ii) pursuant to Section 5.19.



     4.6 Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party
thereto and is the legally valid and binding



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obligation of such Credit Party, enforceable against such Credit Party in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability (whether enforcement is sought in equity or at law).



     4.7 Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in
all material respects, the financial position, on a consolidated basis, of the Persons described in
such financial statements as at the respective dates thereof and the results of operations and cash
flows, on a consolidated basis, of the entities described therein for each of the periods then
ended, subject, in the case of any such unaudited financial statements, to changes resulting from
audit and normal year end adjustments. As of the Closing Date, neither Company nor any of its
subsidiaries has any contingent liability or liability for taxes, long term lease or unusual
forward or long term commitment that is not reflected in the Historical Financial Statements or the
notes thereto and which in any such case is material in relation to the business, operations,
properties, assets, condition (financial or otherwise) or prospects of Company and any of its
Restricted Subsidiaries taken as a whole. Since the date of the audited Historical Financial
Statements, no Internal Control Event has occurred.



     4.8 [Reserved].



     4.9 No Material Adverse Change. Since the Closing Date, no event, circumstance or change has occurred that has caused, either in
any case or in the aggregate, a Material Adverse Effect.



     4.10 No Restricted Junior Payments. Since March 31, 2009, neither Company nor any of its Restricted Subsidiaries has directly or
indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted
Junior Payment or agreed to do so except as permitted pursuant to Section 6.4.



     4.11 Adverse Proceedings, etc. Except as set forth on Schedule 4.11, there are no Adverse Proceedings (other than in respect of
an Approved Chapter 11 Case), individually or in the aggregate, that (a) relate to any Credit
Document or the transactions contemplated hereby or thereby or (b) could reasonably be expected to
have a Material Adverse Effect. Neither Company nor any of its subsidiaries (a) is in violation of
any applicable laws (including Environmental Laws) that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with
respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or
any federal, state, municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.



     4.12 Payment of Taxes. Except as otherwise permitted under Section 5.3, all material tax returns and reports of Company
and its Restricted Subsidiaries required to be filed by any of them have been timely filed taking
into account extensions, and all taxes shown on such tax returns to be due and payable and all
assessments, fees and other governmental charges upon Company and its Restricted Subsidiaries and
upon their respective properties, assets, income,



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businesses and franchises which are due and payable have been paid when due and payable. Company
knows of no material proposed tax assessment against Company or any of its Restricted Subsidiaries
which is not being actively contested by Company or such Restricted Subsidiary in good faith and by
appropriate proceedings; provided, that such reserves or other appropriate provisions, if
any, as shall be required in conformity with GAAP shall have been made or provided therefor.



     4.13 Properties. Each of Company and its Restricted Subsidiaries has (i) in the case of fee interests in real
property, good, sufficient and legal title to, (ii) in the case of other owned real or personal
property, good, sufficient and legal title or ownership of, and (iii) in the case of leasehold
interests in real or personal property, valid leasehold interests and rights in, in each case, all
of its properties and assets, including, without limitation, those reflected in its Historical
Financial Statements referred to in Section 4.7 and in the most recent financial statements
delivered pursuant to Section 5.1, in each case except for (x) assets disposed of since the date of
such financial statements in the Ordinary Course of Business or as otherwise permitted under
Section 6.8, (y) encumbrances and defects in title which would constitute Permitted Liens and (z)
other defects in title that are not Liens and that would not result in a Material Adverse Effect.
All such properties and assets are in working order and condition, ordinary wear and tear excepted,
and except for Permitted Liens, all such properties and assets are free and clear of Liens.



     4.14 Environmental Matters. Neither Company nor any of its subsidiaries nor any of their respective facilities or operations
are subject to any outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials
Activity that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. Neither Company nor any of its Restricted Subsidiaries has received any letter or
request for information under Section 104 of the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law. There are and, to
each of Company’s and its Restricted Subsidiaries’ knowledge, have been, no conditions,
occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis
of an Environmental Claim against Company or any of its Restricted Subsidiaries that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither
Company nor any of its Restricted Subsidiaries nor, to any Credit Party’s knowledge, any
predecessor of Company or any of its Restricted Subsidiaries has filed any notice under any
Environmental Law indicating past or present treatment of Hazardous Materials at any facility used
for the operations of the Company or any of its subsidiaries, and none of Company’s or any of its
subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of
hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent. Compliance
with all current or reasonably foreseeable future requirements pursuant to or under Environmental
Laws by the Company or any of its subsidiaries could not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or
is occurring with respect to Company or any of its Restricted Subsidiaries relating to any
Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which
individually or in the aggregate has had, or could reasonably be expected to have, a Material
Adverse Effect.



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     4.15 No Defaults. Neither Company nor any of its Restricted Subsidiaries is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained in any of
its Contractual Obligations (other than in respect of an Approved Chapter 11 Case), and no
condition exists which, with the giving of notice or the lapse of time or both, could constitute
such a default, except where the consequences, direct or indirect, of such default or defaults, if
any, could not reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.



     4.16 Governmental Regulation. Neither Company nor any of its Restricted Subsidiaries is subject to regulation under the
Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute
or regulation which may limit its ability to incur Indebtedness or which may otherwise render all
or any portion of the Obligations unenforceable. Neither Company nor any of its Restricted
Subsidiaries is a “registered investment company” or a company “controlled” by a “registered
investment company” or a “principal underwriter” of a “registered investment company” as such terms
are defined in the Investment Company Act of 1940.



     4.17 Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry
any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any
such Margin Stock or for any purpose that violates, or is inconsistent with, the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System.



     4.18 Employee Matters. Company, its Restricted Subsidiaries, and their respective employees, agents and representatives
have not committed any material unfair labor practice as defined in the National Labor Relations
Act that could reasonably be expected to have a Material Adverse Effect. Neither Company nor any
of its Restricted Subsidiaries has been or is engaged in any unfair labor practice that could
reasonably be expected to have a Material Adverse Effect. There has been and is (a) no unfair
labor practice charge or complaint pending against Company or any of its Restricted Subsidiaries,
or to the best knowledge of Company, threatened against any of them before the National Labor
Relations Board or any other Governmental Authority and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement or similar agreement that is so pending
against Company or any of its Restricted Subsidiaries or to the best knowledge of Company,
threatened against any of them, (b) no labor dispute, strike, lockout, slowdown or work stoppage in
existence or threatened against, involving or affecting Company or any of its Restricted
Subsidiaries that could reasonably be expected to have a Material Adverse Effect, (c) no labor
union, labor organization, trade union, works council, or group of employees of Company or any of
its Restricted Subsidiaries has made a pending demand for recognition or certification, and there
are no representation or certification proceedings or petitions seeking a representation proceeding
presently pending or threatened to be brought or filed against the Company or any of its
subsidiaries with the National Labor Relations Board or any other Governmental Authority, and (d)
to the best knowledge of Company, no union representation question existing with respect to any of
the employees of Company or any of its Restricted Subsidiaries and, to the best knowledge of
Company, no labor union organizing activity with respect to any employees of Company or any of its
Restricted Subsidiaries that is taking place, except (with respect to any matter specified in
clause (a), (b),



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(c), or (d) above, either individually or in the aggregate) such as is not reasonably likely to
have a Material Adverse Effect.




     4.19 Employee Benefit Plans. Company, each of its subsidiaries and each of their respective ERISA Affiliates are in material
compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code
and the regulations and published interpretations thereunder with respect to each Employee Benefit
Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee
Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has
received a favorable determination letter from the Internal Revenue Service indicating that such
Employee Benefit Plan is so qualified or has an application pending for such qualification, and
nothing has occurred subsequent to the issuance of such determination letter which would cause such
Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required
premium payments) or the Internal Revenue Service has been or is expected to be incurred by
Company, any of its subsidiaries or any of their ERISA Affiliates with respect to any Employee
Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur with respect to
Company, any of its subsidiaries or any of their respective ERISA Affiliates. Except to the extent
required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise
funded entirely by the participants thereof, or accrued for on the financial statements of Company
or its Restricted Subsidiaries, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former employee of Company, any
of its subsidiaries or any of their respective ERISA Affiliates. The present value of the
aggregate benefit liabilities under each Pension Plan subject to Title IV of ERISA sponsored,
maintained or contributed to by Company, any of its subsidiaries or any of their ERISA Affiliates
(determined as of the most recent valuation date on the basis of the actuarial assumptions
specified for funding purposes pursuant to Section 430 of the Internal Revenue Code in the most
recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of
the assets of such Pension Plan by more than $10,000,000 in the aggregate. As of the most recent
valuation date for each Multiemployer Plan for which the actuarial report is available, the
potential liability of Company, its subsidiaries and their respective ERISA Affiliates for a
complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or
Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial
withdrawal from all Multiemployer Plans, is zero. Company, each of its subsidiaries and each of
their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to
each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan.



     4.20 Certain Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the
transactions contemplated hereby.



     4.21 Solvency. The Credit Parties are and, upon the incurrence of any Credit Extension by such Credit Parties
on any date on which this representation and warranty is made, will be, Solvent.



     4.22 Compliance with Statutes, etc Each of Company and its subsidiaries is in compliance with its organizational documents and
all applicable statutes, regulations and orders



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of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the
conduct of its business and the ownership of its property (including compliance with all applicable
Environmental Laws with respect to any Real Estate Asset or governing its business and the
requirements of any permits issued under such Environmental Laws with respect to any such Real
Estate Asset or the operations of Company or any of its Restricted Subsidiaries), except such non
compliance that, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.



     4.23 Disclosure. No representation or warranty of any Credit Party contained in any Credit Document, none of the
Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008 or any subsequent
filings by Company with the Securities and Exchange Commission, and none of the reports, financial
statements or other documents, certificates or written statements furnished to Lenders by or on
behalf of Company or any of its Restricted Subsidiaries for use in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to state a material
fact (known to Company, in the case of any document not furnished by either of them) necessary in
order to make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. There are no agreements, instruments and corporate or
other restrictions to which any Credit Party is subject and there are no facts known (or which
should upon the reasonable exercise of diligence be known) to Company (other than matters of a
general economic nature) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect and that have not been disclosed herein or in such other
documents, certificates and statements furnished to Lenders for use in connection with the
transactions contemplated hereby.



     4.24 Terrorism Laws and FCPA. Each Credit Party is in compliance, in all material respects, with the Terrorism Laws. No part
of the proceeds of the Loans will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.



     4.25 Insurance. The properties of Company and each of its Restricted Subsidiaries are adequately insured with
financially sound and reputable insurers and in such amounts, with such deductibles and covering
such risks and otherwise on terms and conditions as are customarily carried or maintained by
Persons of established reputation of similar size and engaged in similar businesses and such
insurance complies with the requirements of Section 5.5.



     4.26 Common Enterprise. The successful operation and condition of each of the Credit Parties is dependent on the
continued successful performance of the functions of the group of the Credit Parties as a whole and
the successful operation of each of the Credit Parties is dependent on the successful performance
and operation of each other Credit Party. Each Credit Party expects to derive benefit (and its
board of directors or other governing body has determined that it may reasonably be expected to
derive benefit), directly and indirectly, from (i) successful operations of each of the other
Credit Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in
their separate capacities and as members of the group of companies. Each Credit Party has
determined that execution, delivery, and performance of this Agreement and any other Credit
Documents to be executed by such Credit



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Party is within its purpose, will be of direct and indirect benefit to such Credit Party, and is in
its best interest.



     4.27 Security Interest in Collateral. The provisions of this Agreement and the other Credit Documents create legal and valid Liens on
all the Collateral in favor of Collateral Agent, for the benefit of Collateral Agent and the
Lenders, and, to the extent required by the Post-Closing Collateral Procedures and the Collateral
Documents, such Liens constitute perfected and continuing Liens on the Collateral, securing the
Obligations, enforceable against the applicable Credit Party and all third parties, and having
priority over all other Liens on the Collateral except in the case of Permitted Priority Liens.



     4.28 Intellectual Property. Each Credit Party and its Restricted Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to the operation of its
business as currently conducted, and the use thereof by the Credit Parties and their respective
Restricted Subsidiaries does not infringe, misappropriate, dilute, misuse or otherwise violate the
rights of any other Person, except as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     4.29 Permits, etc. Each Credit Party has, and is in compliance with, all permits, licenses, authorizations,
approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage
or operate, or to acquire, each business currently owned, leased, managed or operated, or to be
acquired, by such Person, which, if not obtained, could not reasonably be expected to have a
Material Adverse Effect. No condition exists or event has occurred which, in itself or with the
giving of notice or lapse of time or both, would result in the suspension, revocation, impairment,
forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or
accreditation, and there is no claim that any thereof is not in full force and effect, except, to
the extent any such condition, event or claim could not be reasonably be expected to have a
Material Adverse Effect.



     4.30 Unencumbered Assets. As of August 31, 2009, the Carrying Value of the assets constituting Collateral was
approximately $27,000,000,000 and of that amount, approximately $10,000,000,000 was attributable to
equity interests in certain foreign subsidiaries. As of September 30, 2009, the “fair value”
(determined in the manner in which Company determines “fair value” for footnotes in its quarterly
financial statements as of and for the asset balances for the period ended on September 30, 2009,
and using “fair value” adjustments as of June 30, 2009 due to the fact that such adjustments for
September 30, 2009 have not yet been approved, in each case in accordance with GAAP) of the assets
on which the Collateral Agent has a First Priority perfected security interest to secure the
Obligations was approximately $21,000,000,000 and of that amount, approximately $8,000,000,000 was
attributable to equity interests in certain foreign subsidiaries.



     4.31 Conversion of Intercompany Loans to Company. On or before the Closing Date, all outstanding intercompany loans owed by a Subsidiary Guarantor
to Company have been converted to equity.



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     SECTION 5. AFFIRMATIVE COVENANTS



          Each Credit Party covenants and agrees that so long as any Commitment is in effect and until
payment in full of all Obligations, each Credit Party shall perform, and shall cause each of its
Restricted Subsidiaries to perform, all covenants in this Section 5.




     5.1 Financial Statements and Other Reports.



          Unless otherwise provided below, Company will deliver to Administrative Agent and Lenders
(which, in the case of the financial statements referred to in clauses (a) and (b) below, shall not
be required to be delivered to the extent filed by Company with the Securities and Exchange
Commission):




               (a) Quarterly Financial Statements. As soon as available, and in any event within
forty five (45) days (or such later date as Company files its quarterly reports pursuant to Rule
12b-25 under the Exchange Act) after the end of each Fiscal Quarter of each Fiscal Year (including
the fourth Fiscal Quarter), the consolidated balance sheets of Company and its subsidiaries as at
the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’
equity and cash flows of Company and its subsidiaries for such Fiscal Quarter and for the period
from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth
in each case in comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal
Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative
Report with respect thereto;



               (b) Annual Financial Statements. As soon as available, and in any event within ninety
(90) days (or such later date as Company files its annual reports pursuant to Rule 12b-25 under the
Exchange Act) after the end of each Fiscal Year, (i) the consolidated balance sheets of Company and
its subsidiaries as at the end of such Fiscal Year and the related consolidated statements of
income, stockholders’ equity and cash flows of Company and its subsidiaries for such Fiscal Year,
setting forth in each case in comparative form the corresponding figures for the previous Fiscal
Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such
financial statements, in reasonable detail, together with a Financial Officer Certification and a
Narrative Report with respect thereto; and (ii) with respect to such financial statements a report
thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of
recognized national standing selected by Company, and reasonably satisfactory to Administrative
Agent (which report shall be unqualified as to going concern and scope of audit (and shall not
contain any explanatory paragraph or paragraph of emphasis with respect to going concern,
provided, however, it being understood a “going concern” qualification or
exemption to the extent taken or made solely with respect to the Fiscal Year ending on December 31,
2009 shall not in and of itself cause a Default or Event of Default) and shall state that such
consolidated financial statements fairly present, in all material respects, the consolidated
financial position of Company and its subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years (except as otherwise disclosed in such financial statements)
and that the examination by such accountants in connection with such consolidated financial
statements has been made in accordance with



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generally accepted auditing standards) together with a written statement by such independent
certified public accountants, to the extent consistent with the internal policies thereof, (1)
stating that in connection with their audit, nothing has come to their attention that causes them
to believe that the Company failed to comply with the terms, covenants, provisions, or conditions
of Section 6.7 of this Agreement insofar as they relate to accounting matters, (2) stating whether,
in connection therewith, any condition or event that constitutes a Default or an Event of Default
has come to their attention and, if such a condition or event has come to their attention,
specifying the nature and period of existence thereof and (3) if Company is then subject to Section
404 of the Sarbanes Oxley Act of 2002, including an attestation report as to management’s report on
Company’s internal control over financial reporting showing no Internal Control Event;



               (c) Compliance Certificate. Together with each delivery of financial statements of
Company and its Restricted Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and
completed Compliance Certificate, which shall include information in reasonable detail
demonstrating the calculation of the covenants set forth in Section 6.7 (including, in the case of
filed financial statements, a reference or hyperlink to the filed financial statements to which the
Compliance Certificate relates);



               (d) Statements of Reconciliation after Change in Accounting Principles. If, as a
result of any change in accounting principles and policies (or the application thereof) from those
used in the preparation of the Historical Financial Statements, the consolidated financial
statements of Company and its subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will
differ in any material respect from the consolidated financial statements that would have been
delivered pursuant to such subdivisions had no such change in accounting principles and policies
been made, then, together with the first delivery of such financial statements after such change,
one or more statements of reconciliation for all such prior financial statements in form and
substance satisfactory to Administrative Agent;



               (e) Notice of Default. Prompt written notice (but, in any event, within three (3)
Business Days of Company becoming aware thereof) (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to Company with respect thereto; (ii)
that any Person has given any notice to Company or any of its Restricted Subsidiaries or taken any
other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the
occurrence of any event or change that has caused, either in any case or in the aggregate, a
Material Adverse Effect, or (iv) the occurrence of any Internal Control Event which is required to
be publicly disclosed of which any officer of Company or Company has knowledge which notice shall
be accompanied by a certificate of its Authorized Officers specifying the nature and period of
existence of such condition, event or change, or specifying the notice given and action taken by
any such Person and the nature of such claimed Event of Default, Default, default, event or
condition, and what action Company has taken, is taking and proposes to take with respect thereto;



               (f) Notice of Litigation. Prompt written notice (but, in any event, within three (3)
Business Days of Company becoming aware thereof) of (i) the institution of, or threat of, any
Adverse Proceeding not previously disclosed in writing by Company to Lenders, or (ii) any
development in any Adverse Proceeding that, in the case of either clause (i) or (ii) if adversely
determined, could be reasonably expected to have a Material Adverse Effect, or seeks



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to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief
as a result of, the transactions contemplated hereby, or which arises in respect of any material
Indebtedness of Company or its Restricted Subsidiaries or alleges any criminal misconduct by any
Credit Party together in each case with such other information as may be reasonably available to
Company to enable Lenders and their counsel to evaluate such matters;



               (g) ERISA. (i) In the event of the occurrence of any ERISA Event, a prompt written
notice (but, in any event, within three (3) Business Days of Company becoming aware thereof)
specifying the nature thereof, what action Company, any of its subsidiaries or any of their
respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when
known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or
the PBGC with respect thereto; and (ii) with reasonable promptness (but, in any event, within three
(3) Business Days of the authorized officer of Company becoming aware thereof), copies of (1) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Company, any of
its subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with
respect to each Pension Plan; (2) all notices received by Company, any of its subsidiaries or any
of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event;
and (3) copies of such other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;



               (h) As soon as practicable and in any event within 45 days after the end of each Fiscal
Quarter and for the first time on or prior to February 15, 2010 (the earlier to occur of (x) the
date such notice is delivered in accordance with this Agreement and (y) such 45th day with respect
to such Fiscal Quarter, the “Notice Date”), a report specifying




                    (i) the Sweep Cash Amount as of the end of such Fiscal Quarter;




                    (ii) Other Available Cash as of the end of such Fiscal Quarter;




                    (iii) payments made during such Fiscal Quarter with respect to obligations that were TTF
Requirements as of the end of the three then most recently completed Fiscal Quarters, and
payments on Qualified Debt Obligations and the projected amounts of such payments for the
following 12-month period;




                    (iv) Permitted Bank Investments and Required Bank Investments made during such Fiscal
Quarter (provided that Other Available Cash shall have been used first to satisfy
Required Bank Investments);




                    (v) Business Reinvestments made during such Fiscal Quarter; and




                    (vi) payments made or required to be made to repay Indebtedness outstanding under this
Agreement during the Fiscal Quarter in which such report is received.



               (i) Insurance Report. As soon as practicable and in any event by the last day of each
Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all
material insurance coverage maintained as of the date of such report by Company



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and its Restricted
Subsidiaries and all material insurance coverage planned to be maintained by Company and its
Restricted Subsidiaries in the immediately succeeding Fiscal Year;



               (j) Environmental Reports and Audits. As soon as practicable (but, in any event,
within three (3) Business Days) following receipt thereof, copies of all environmental audits and
reports with respect to environmental matters at any facility used for the operations of the
Company or any of its Restricted Subsidiaries or which relate to any environmental liabilities of
Company or its Restricted Subsidiaries which, in any such case, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect;



               (k) Information Regarding Collateral. Company will furnish to Collateral Agent
written notice (i) at least ten (10) days prior to the occurrence of any change in any Credit
Party’s corporate name or (ii) at least thirty (30) days prior to any Credit Party’s identity or
corporate structure. Company agrees not to effect or permit any change referred to in the
preceding sentence unless (x) all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for Collateral Agent to continue at all times following such
change to have a valid, legal and perfected security interest in all the Collateral and for the
Collateral at all times following such change to have a valid, legal and perfected security
interest as contemplated by the Collateral Documents and the Post-Closing Collateral Procedures,
and (y) such change is not disadvantageous in any material respect to the Lenders. Company will
furnish to Administrative Agent prompt written notice of any Lien (other than Permitted Liens) or
claims made or asserted against any material portion of the Collateral or interest therein.
Company also agrees promptly to notify Collateral Agent in writing if any material portion of the
Collateral is lost, damaged or destroyed;



               (l) Annual Collateral Verification. Each year, at the time of delivery of annual
financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b), Company
shall deliver to Collateral Agent an Officer’s Certificate certifying to the effect that all
Uniform Commercial Code financing statements or other appropriate filings, recordings or
registrations required to be filed in each appropriate office to the extent contemplated by the
Collateral Documents to protect and perfect the security interests in the Collateral to the extent
such perfection is required under the Collateral Documents and the Post-Closing Collateral
Procedures or to maintain the effectiveness of any Cape Town Filing required to be made thereunder
have been made to date;



               (m) Violations of Terrorism Laws. Promptly (i) if any Credit Party obtains knowledge
that any Credit Party or any Person which owns, directly or indirectly, any Securities of any
Credit Party, or any other holder at any time of any direct or indirect equitable, legal or
beneficial interest therein is the subject of any of the Terrorism Laws, such Credit Party will
notify Administrative Agent and (ii) upon the request of any Lender, such Credit Party will provide
any information in such Credit Party’s possession such Lender believes is reasonably necessary to
be delivered to comply with the Patriot Act;



               (n) Tax Returns. If requested by Administrative Agent, as soon as practicable and in
any event within fifteen (15) days following the later of the Administrative Agent’s request and
the filing thereof, copies of each federal income tax return filed by or on behalf of any Credit
Party;



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               (o) Other Information. (A) Promptly upon request of the Administrative Agent, copies
of (i) all financial statements, reports, notices and proxy statements sent or made available
generally by Company to its security holders acting in such capacity or by any Restricted
Subsidiary of Company to its security holders other than Company or another Restricted Subsidiary
of Company, (ii) all regular and periodic reports and all registration statements and prospectuses,
if any, filed by Company or any of its Restricted Subsidiaries with any securities exchange or with
the Securities and Exchange Commission or any governmental or private regulatory authority, (iii)
all press releases and other statements made available generally by Company or any of its
Restricted Subsidiaries to the public concerning material developments in the business of Company
or any of its Restricted Subsidiaries, (B) promptly after submission to any Governmental Authority,
all documents and information furnished to such Governmental Authority in connection with any
investigation of any Credit Party unless prohibited by law (other than any routine inquiry), (C)
promptly upon receipt thereof, copies of all financial reports submitted to any Credit Party by its
auditors in connection with any audit of the books thereof and (D) such other information and data
with respect to Company or any of its Restricted Subsidiaries as from time to time may be
reasonably requested by Administrative Agent; and



               (p) Certification of Public Information. Company and each Lender acknowledge that
certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material
non-public information with respect to Company, its Restricted Subsidiaries or their securities)
and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are
being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other
information platform (the “Information Platform”), any document or notice that Company has
indicated contains Non-Public Information shall not be posted on that portion of the Information
Platform designated for such “public-side” Lenders. Company agrees to clearly designate all
information provided to the Administrative Agent or the Collateral Agent by or on behalf of Company
which is suitable to make available to “public-side” Lenders which, at a minimum, shall mean the
word “PUBLIC” shall appear prominently on the first page thereof. If Company has not indicated
whether a document or notice delivered pursuant to this Section 5.1 contains Non-Public
Information, the Administrative Agent reserves the right to post such document or notice solely on
that portion of the Information Platform designated for Lenders who wish to receive material
non-public information with respect to Company, its Restricted Subsidiaries and their securities.



     5.2 Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of
its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its
existence and all rights and governmental authorizations, qualifications, franchises, licenses and
permits material to its business and to conduct its business in each jurisdiction in which its
business is conducted; provided, except as prohibited by Section 6.8, no Credit Party or
any of its Restricted Subsidiaries shall be required to preserve any such existence, right or
governmental authorizations, qualifications, franchise, licenses and permits if such
Person shall determine that the preservation thereof is no longer desirable in the conduct of the
business of such Person, and that the loss thereof is not disadvantageous in any material respect
to such Person or to Lenders.



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     5.3 Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, or in case of
leased assets will contract with the applicable lessee to, pay all material Taxes imposed upon it
or any of its properties or assets or in respect of any of its income, businesses or franchises
before any penalty or fine accrues thereon, and all material claims (including claims for labor,
services, materials and supplies) for sums that have become due and payable and/or that by law have
or may become a Lien upon any of its properties or assets, prior to the time when any penalty or
fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if
it is being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in
conformity with GAAP shall have been made therefor, (b) in the case of a Tax or claim which has or
may become a Lien against any of the Collateral, such contest proceedings conclusively operate to
stay the sale of any portion of the Collateral to satisfy such Tax or claim, and (c) in the case of
leased assets, such contest proceedings are being conducted in accordance with terms set forth in
the applicable lease. No Credit Party (other than Company) will file a U.S. federal consolidated
income tax return, and no Credit Party will permit any of its Restricted Subsidiaries to file a
U.S. federal consolidated income tax return. No Credit Party will consent to the filing of any
U.S. federal consolidated income tax return except with respect to which Company is the common
parent and filer.



     5.4 Maintenance of Properties. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, or in the case of
leased assets will contract with the applicable lessee to, if the failure to do any of the
following could reasonably be expected to constitute a Material Adverse Effect: (a) maintain or
cause to be maintained in good repair, working order and condition, ordinary wear and tear
excepted, all material assets used or useful in the business of Company and its Restricted
Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals
and replacements thereof and (b) comply at all times with the provisions of all material leases to
which it is a party as lessee under which it occupies property, so as to prevent any loss or
forfeiture thereof or thereunder.



     5.5 Insurance. Company will maintain or cause to be maintained, with financially sound and reputable insurers,
(i) business interruption insurance reasonably satisfactory to Administrative Agent, and (ii)
casualty insurance, such public liability insurance, third party property damage insurance with
respect to liabilities, losses or damage in respect of the assets, properties and businesses of
Company and its Restricted Subsidiaries as are customarily carried or maintained under similar
circumstances by Persons of established reputation of similar size and engaged in similar
businesses, in each case in such amounts (giving effect to self insurance which comports with the
requirements of this Section 5.5 and provided that adequate reserves therefor are maintained in
accordance with GAAP), with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for such Persons. Without limiting the generality of the
foregoing, Company will maintain or cause to be maintained replacement value casualty insurance on
the Collateral under such policies of insurance, with such insurance companies, in such amounts,
with such deductibles, and covering such risks as are at all times carried or maintained under
similar circumstances by Persons of established
reputation of similar size and engaged in similar businesses. Company shall use commercially
reasonable efforts to cause each such policy of insurance carried by the Company and its Restricted
Subsidiaries (other than policies related to specific Portfolio Assets) to: (i) name Collateral
Agent, on behalf of Lenders as an additional insured thereunder as its interests may



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appear, and
(ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement,
satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of
Secured Parties, as the loss payee thereunder and provides for at least thirty (30) days’ prior
written notice to Collateral Agent of any modification or cancellation of such policy and that no
act or default of Company or any other Person shall affect the right of Collateral Agent to recover
under such policy or policies in case of loss or damage.



     5.6 Books and Records; Inspections. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, (a) keep adequate
books of record and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities and (b) permit any representatives
designated by Administrative Agent (including employees of Administrative Agent, any Lender or any
consultants, accountants, lawyers and appraisers retained by Administrative Agent) to visit and
inspect any of the properties of any Credit Party and any of its respective Restricted
Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its and their officers
and independent accountants, all upon reasonable notice and at such reasonable times during normal
business hours (so long as no Default or Event of Default has occurred and is continuing) and as
often as may reasonably be requested and by this provision the Credit Parties authorize such
accountants to discuss with Administrative Agent and Lender and such representatives the affairs,
finances and accounts of Company and its Restricted Subsidiaries. The Credit Parties acknowledge
that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to
the Lenders certain reports pertaining to the Credit Parties’ assets for internal use by
Administrative Agent and the Lenders; provided that, in each case, the foregoing shall be
subject to any confidentiality restrictions to which any Credit Party or its Subsidiaries are
subject in the conduct of Ordinary Course of Business.



     5.7 Lenders Meetings. Company will, upon the request of Administrative Agent, the Lenders Steering Committee or
Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each
Fiscal Quarter to be held at Company’s corporate offices (or at such other location as may be
agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and
Administrative Agent.



     5.8 Compliance with Laws. Each Credit Party will comply, and shall cause each of its subsidiaries to comply and shall use
commercially reasonable efforts to cause all other Persons, if any, on or occupying any facilities
used for the operations of the Company or any of its subsidiaries to comply, with the requirements
of all applicable laws, rules, regulations and orders of any Governmental Authority (including all
Environmental Laws), except where noncompliance could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. Each Credit Party shall take all
reasonable and necessary actions to ensure that no portion of the Loans will be used, disbursed or
distributed for any purpose, or to any Person, directly or indirectly, in violation of any of the
Terrorism Laws and shall take all reasonable and necessary action to comply in all material
respects with all Terrorism Laws with respect thereto.



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     5.9 Environmental.



               (a) Environmental Disclosure. Company will deliver to Administrative Agent and
Lenders:




                    (i) as soon as practicable following receipt thereof, copies of all environmental audits,
investigations, analyses and reports of any kind or character, whether prepared by personnel of
Company or any of its Restricted Subsidiaries or by independent consultants, governmental
authorities or any other Persons, with respect to significant environmental matters at any
facility used for the operations of Company or any of its Restricted Subsidiaries or with
respect to any Environmental Claims against any of Company or any of its Restricted
Subsidiaries;




                    (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail
(1) any Release at any facility used for the operations of Company or any of its Restricted
Subsidiaries required to be reported to any federal, state or local governmental or regulatory
agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any
other Person at any facility used for the operations of Company or any of its subsidiaries in
response to (A) any Hazardous Materials Activities the existence of which could reasonably be
expected to result in one or more Environmental Claims against Company or any of its Restricted
Subsidiaries having, individually or in the aggregate, a Material Adverse Effect, or (B) any
Environmental Claims against Company or any of its subsidiaries that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3)
Company’s discovery of any occurrence or condition on any real property adjoining or in the
vicinity of any facility that could cause such facility or any part thereof used for the
operations of Company or any of its Restricted Subsidiaries to be subject to any material
restrictions on the ownership, occupancy, transferability or use thereof under any Environmental
Laws;




                    (iii) as soon as practicable following the sending or receipt thereof by Company or any of
its Restricted Subsidiaries, a copy of any and all written communications with respect to (1)
any Environmental Claims against Company or any of its subsidiaries that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any Release
at any facility used for the operations of Company or any of its subsidiaries required to be
reported to any federal, state or local governmental or regulatory agency, and (3) any request
for information from any governmental agency that suggests such agency is investigating whether
Company or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous
Materials Activity;




                    (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of
stock, assets, or property by Company or any of its Restricted Subsidiaries that could
reasonably be expected to (A) expose Company or any of its Restricted Subsidiaries to, or result
in, Environmental Claims that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect or (B) affect the ability of Company or any of its
Restricted Subsidiaries to maintain in full force and effect all material Governmental
Authorizations required under any Environmental Laws for their respective operations and (2) any
proposed action to be taken by Company or any of its




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 Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected
to subject Company or any of its Restricted Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and




               (v) with reasonable promptness, such other documents and information as from time to time
may be reasonably requested by Administrative Agent in relation to any matters disclosed
pursuant to this Section 5.9(a).



               (b) Hazardous Materials Activities, etc. Each Credit Party shall promptly take, and
shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary to
(i) cure any violation of applicable Environmental Laws by such Credit Party or its Restricted
Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against
such Credit Party or any of its Restricted Subsidiaries and discharge any obligations it may have
to any Person thereunder where failure to do so could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.



               (c) Right of Access and Inspection. With respect to any event described in Section
5.9(a), or if an Event of Default has occurred and is continuing, or if Administrative Agent
reasonably believes that Company or any Restricted Subsidiary has breached any representation,
warranty or covenant related to environmental matters (including those contained in Sections 4.11,
4.14, 5.8 or 5.9):




               (i) Administrative Agent and its representatives shall have the right, but not the
obligation or duty, to enter the facilities of the Company or any Restricted Subsidiary at
reasonable times for the purposes of observing such facilities. Such access shall include, at
the reasonable request of Administrative Agent, access to relevant documents and employees of
Company and its Restricted Subsidiaries and to their outside representatives, to the extent
necessary to obtain necessary information related to the event at issue. If an Event of Default
has occurred and is continuing, the Credit Parties shall conduct such tests and investigations
on such facilities or relevant portion thereof, as reasonably requested by Administrative Agent,
including the preparation of such sampling or analysis as determined to be necessary under the
circumstances by a qualified environmental engineer or consultant. If an Event of Default has
occurred and is continuing, and if a Credit Party does not undertake such tests and
investigations in a reasonably timely manner following the request of Administrative Agent,
Administrative Agent may hire an independent engineer, at the Credit Parties’ expense, to
conduct such tests and investigations. Administrative Agent will make all reasonable efforts to
conduct any such tests and investigations so as to avoid interfering with the operation of the
facility.




               (ii) Any observations, tests or investigations of the facilities by or on behalf of
Administrative Agent shall be solely for the purpose of protecting the Lenders security
interests and rights under the Credit Documents. The exercise of Administrative Agent’s rights
under this Subsection (c) shall not constitute a waiver of any default of any Credit Party or
impose any liability on Administrative Agent or any of the Lenders.
In no event will any observation, test or investigation by or on behalf of Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the



95









 







facilities, or that there has been or will be compliance with any Environmental Law and
Administrative Agent shall not be deemed to have made any representation or warranty to any
party regarding the truth, accuracy or completeness of any report or findings with regard
thereto. Neither any Credit Party nor any other party is entitled to rely on any observation,
test or investigation by or on behalf of Administrative Agent. Administrative Agent and the
Lenders owe no duty of care to protect any Credit Party or any other party against, or to inform
any Credit Party or any other party of, any Hazardous Materials or any other adverse condition
affecting any of the facilities. Administrative Agent may, in its sole discretion, disclose to
the applicable Credit Party, or to any other party if so required by law, any report or findings
made as a result of, or in connection with, its observations, tests or investigations. If a
request is made of Administrative Agent to disclose any such report or finding to any third
party, then Administrative Agent shall endeavor to give the applicable Credit Party prior notice
of such disclosure and afford such Credit Party the opportunity to object or defend against such
disclosure at its own and sole cost; provided, that the failure of Administrative Agent
to give any such notice or afford such Credit Party the opportunity to object or defend against
such disclosure shall not result in any liability to Administrative Agent. Each Credit Party
acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the
results of any observation, test or investigation disclosed to such Credit Party, and that such
reporting requirements are site and fact-specific and are to be evaluated by such Credit Party
without advice or assistance from Administrative Agent.



               (d) If counsel to Company or any of its Restricted Subsidiaries reasonably determines that
provision to Administrative Agent of a document otherwise required to be provided pursuant to this
Section 5.9 (or any other provision of this Agreement or any other Credit Document relating to
environmental matters) would jeopardize an applicable attorney-client or work product privilege
pertaining to such document, then Company or its Restricted Subsidiary shall not be obligated to
deliver such document to Administrative Agent but shall provide Administrative Agent with a notice
identifying the author and recipient of such document and generally describing the contents of the
document. Upon request of Administrative Agent, Company and its Restricted Subsidiaries shall take
all reasonable steps necessary to provide Administrative Agent with the factual information
contained in any such privileged document.



     5.10 Restricted Subsidiaries. Subject to Section 5.16, in the event that any Person becomes a Wholly-Owned Domestic Subsidiary
of Company (including by such Person ceasing to be excluded from the definition of “Restricted
Subsidiary”), Company shall (a) concurrently with such Person becoming a Wholly-Owned Domestic
Subsidiary cause such Wholly-Owned Domestic Subsidiary to become a Guarantor hereunder and a
Grantor under the Collateral Agreement by executing and delivering to Administrative Agent and
Collateral Agent a Guarantor Counterpart Agreement, and (b) take all such actions and execute and
deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and
certificates as are similar to those described in Sections 3.1(b) and 3.1(d), as well as duly
executed Control Agreements covering any applicable
Controlled Account. In the event that any Person becomes a Foreign Subsidiary of Company, and the
ownership interests of such Foreign Subsidiary are owned by any Subsidiary Guarantor, Company shall
cause such Subsidiary Guarantor to deliver all such documents, instruments, agreements, and
certificates as are similar to those described in



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Section 3.1(b), and Company shall take, or shall
cause such Subsidiary Guarantor to take, all of the actions referred to in Section 3.1(d)(i)
necessary to grant and to perfect a Lien perfected at first priority (subject in priority only to
Permitted Priority Liens) in favor of Collateral Agent, for the benefit of Secured Parties, under
the Collateral Agreement in all of the Non-Voting Capital Stock and sixty five percent (65%) of the
Voting Capital Stock of such Foreign Subsidiary. With respect to each such Restricted Subsidiary,
Company shall promptly send to Administrative Agent written notice setting forth with respect to
such Person (i) the date on which such Person became a Restricted Subsidiary of Company, and (ii)
all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Restricted
Subsidiaries of Company; provided, such written notice shall be deemed to supplement
Schedules 4.1 and 4.2 for all purposes hereof.



     5.11 [Intentionally Omitted]



     5.12 [Intentionally Omitted]



     5.13 Further Assurances. At any time or from time to time upon the request of Administrative Agent or Collateral Agent,
each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further
documents and do such other acts and things as Administrative Agent or Collateral Agent may
reasonably request in order to effect fully the purposes of the Credit Documents (including the
Post-Closing Collateral Procedures), including providing Lenders with any information reasonably
requested pursuant to Section 10.22 (it being understood that, with respect to perfection on
Collateral required pursuant to Post-Closing Collateral Procedures, the Credit Parties shall not be
required to take any actions in addition to obligations arising under or contemplated by the
Post-Closing Collateral Procedures, except for actions required (x) under the Amendment Agreement,
(y) pursuant to Section 2.21 in order to satisfy conditions precedent to the effectiveness of
Tranche 2 Loan Commitments and/or the making of Tranche 2 Loans or (z) pursuant to Section 5.14(c)
in order to satisfy conditions precedent to the release of funds from any Funding Account). In
furtherance and not in limitation of the foregoing and in accordance with the obligations under the
Collateral Documents, each Credit Party shall take such actions as Administrative Agent or
Collateral Agent may reasonably request from time to time to ensure that the Obligations are
guarantied by the Guarantors and are secured by a Lien perfected at first priority (subject in
priority only to Permitted Priority Liens) on substantially all of the assets of Subsidiary
Guarantors (excluding CIT Funding and subject to the other exclusions expressly set forth in the
respective Credit Documents), and, following a Company Lien Event, the Company including a pledge
of (i) all of the Capital Stock of each Guarantor’s respective Domestic Subsidiaries, (ii) 65% of
the Voting Capital Stock and 100% of the Non-Voting Capital Stock of each of their respective
first-tier Foreign Subsidiaries (other than, prior to a Company Lien Event,
direct subsidiaries of the Company) in each case owned directly by a Guarantor (other than, prior
to a Company Lien Event, the Company), (ii)(A) prior to the occurrence of an Aerospace Limited
Release, substantially all of the Capital Stock of Aerospace (other than one nominee share) and (B)
on and after the occurrence of an Aerospace Limited Release, 65% of the Voting Capital Stock and
100% of the Non-Voting Capital Stock of Aerospace, (iii) all of the Non-Voting Capital Stock and
49% of the Voting Capital Stock of CIT Ireland and (iv) all of the Non-Voting Capital Stock and
between 49% and 65% of the Voting Capital Stock of certain other material Foreign Subsidiaries, in
each case as specified in the Collateral Agreement or the applicable Foreign Law Pledge Agreement.



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     5.14 Non-Consolidation; Accounts. Unless otherwise consented to by Requisite Lenders:



               (a) Non-Consolidation. Company will and will cause each of its Restricted
Subsidiaries (other than an Owner-Trustee) to: (i) maintain entity records and books of account
separate from those of any other entity which is an Affiliate of such entity; and (ii) provide that
its board of directors or other analogous governing body will hold all appropriate meetings to
authorize and approve such entity’s actions, which meetings will be separate from those of other
entities.



               (b) [Reserved.]



               (c) Funding Accounts. Each Funding Account Holder shall deposit and maintain all
proceeds of Tranche 2 Term Loans made to it, and each other Subsidiary Borrower shall cause all
proceeds of Tranche 2 Term Loans made to it and not applied to Permitted Tranche 2 Purposes on the
date such Tranche 2 Term Loans were made to be deposited and maintained, in Cash or Cash
Equivalents in one or more Deposit Accounts at Collateral Agent, which shall be either (at
Collateral Agent’s election) maintained in the name of Collateral Agent or maintained in the name
of a Subsidiary Borrower and subject to a Control Agreement providing that funds deposited in such
Deposit Accounts may not be withdrawn or transferred from such Deposit Accounts without the prior
consent of Collateral Agent (collectively, the “Funding Accounts” and, individually, each, a
“Funding Account”). The Funding Accounts shall be established, and (unless the Funding Accounts
are maintained in the name of Collateral Agent) the Control Agreements governing such Funding
Accounts shall be executed and delivered, on or before the funding of any Tranche 2 Term Loans. If
a Subsidiary Borrower wishes to withdraw any amount from a Funding Account, it shall deliver a
certificate of an Authorized Officer in the form of Exhibit M hereto, which certificate shall,
among other things, specify the use proposed for amounts requested to be withdrawn in such
certificate including, if such amounts are proposed to be applied to general corporate purposes and
the amount of such withdrawals (or the aggregate principal amount of a series of related
withdrawals) exceeds $10,000,000, the specific purpose (the “Funding Account Certificate”), to
Agents in accordance with delivery instructions specified in such Funding Account Certificate (or
as otherwise notified by the Administrative Agent and the Collateral Agent to the Borrower
Representative in writing). Subject to Section 5.14(e), Collateral Agent shall use commercially
reasonable efforts to, within 2 Business Days after receipt of such Funding Account Certificate (it
being understood that a Funding Account Certificate shall be deemed received on the next
Business Day if not received by 12:00 noon, New York City time on a Business Day), transfer
funds from the applicable Funding Account pursuant to the instructions specified by such Subsidiary
Borrower in the Funding Account Certificate. No Credit Party shall, nor shall it permit any of its
Restricted Subsidiaries to, withdraw or seek to withdraw any amount from a Funding Account, unless
(i) contemporaneously with any withdrawal, such funds shall be applied to a Permitted Tranche 2
Purpose (and all of the conditions precedent shall have been satisfied in order that the
application of such amounts would, upon such withdrawal, constitute a Permitted Tranche 2 Purpose);
and (ii) both before and after giving effect to such withdrawal and application of funds from any
Funding Account, each of the conditions set forth in Section 3.2 shall be satisfied as of the date
of such withdrawal. Upon expiration of the period during which Permitted Debt Refinancings may be
consummated, Subsidiary Borrowers shall instruct



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Agents to apply any and all proceeds of Tranche 2
Term Loans then remaining in the Funding Accounts to the prepayment of Term Loans and the permanent
reduction of Term Commitments in accordance with Section 2.10(b).



               (d) Sweep Accounts. Beginning on December 30, 2009, each Credit Party and each
Restricted Subsidiary thereof shall deposit or cause to be deposited no less frequently than
monthly (and not later than 30 days after the end of such month) Cash and Cash Equivalents in an
amount equal to the Sweep Cash Amount (for the period of time elapsed since the end of the last
period for which a Sweep Cash Amount has been deposited in accordance with this Section 5.14(d) or,
in the case of the first such deposit, since December 1, 2009) in one or more Deposit Accounts or
Securities Accounts which shall be either (at Collateral Agent’s election) maintained in the name
of Collateral Agent or maintained in the name of a Subsidiary Borrower and subject to a Control
Agreement providing that funds deposited in or financial assets credited to such Deposit Accounts
or Securities Accounts may not be withdrawn or transferred from such Deposit Accounts or Securities
Accounts without the prior consent of the Collateral Agent (collectively, the “Sweep Accounts” and,
individually, each a “Sweep Account”). All amounts held in Sweep Accounts shall be at all times
invested solely in Cash and Cash Equivalents. No Credit Party shall, nor shall it permit any of
its Restricted Subsidiaries to, withdraw or seek to withdraw any amount from a Sweep Account,
unless (i) such withdrawal is made directly to an account of the Administrative Agent for
application to the then outstanding Obligations in accordance with the provisions of this
Agreement, (ii) within two Business Days after receipt of the funds so withdrawn (not including the
Business Day on which such funds were received if received after 12:00 noon, New York time), such
amounts shall have been applied to make then Required Bank Investments after all Other Available
Cash has been utilized for such purpose or (iii)(1) within two Business Days after receipt of the
funds so withdrawn (not including the Business Day on which such funds were received if received
after 12:00 noon, New York time), such amounts have been applied to (A) make payments with respect
to TTF Requirements, (B) make Permitted Bank Investments, (C) pay scheduled payments on Qualified
Debt Obligations, (D) fund Other Available Cash or (E) fund Business Reinvestments, (2) both before
and after giving effect to such withdrawal, no Default or Event of Default has occurred and is
continuing , and (3) both before and after giving effect thereto, Other Available Cash is not
greater than $500 million. Only Borrowers shall be permitted to withdraw or seek to withdraw from
a Sweep Account. If a Borrower wishes to withdraw any amount from a Sweep Account, it shall
deliver a certificate of an Authorized Officer in the form of Exhibit N hereto (the “Sweep Account
Certificate”, and together with the Funding Account Certificate, the “Release Certificate”) to
the Administrative Agent and Collateral Agent in accordance with delivery instructions
specified in such Sweep Account Certificate (or as otherwise notified by the Agents to the Borrower
Representative in writing). Subject to Section 5.14(d), Collateral Agent shall use commercially
reasonable efforts to, within 2 Business Days after receipt of such Sweep Account Certificate (it
being understood that a Sweep Account Certificate shall be deemed received on the next Business Day
if not received by 12:00 noon, New York City time on a Business Day), transfer funds from the
applicable Sweep Account pursuant to the instructions specified by such Borrower in the Sweep
Account Certificate.



               (e) Release of Funds. Notwithstanding anything to the contrary in any Credit
Document, the Lenders hereby (x) confirm the authority of Collateral Agent to release funds



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from the Funding Accounts and the Sweep Accounts and (y) direct Collateral Agent to release such funds
from the Funding Accounts and/or Sweep Accounts upon receipt from the applicable Subsidiary
Borrower of a Release Certificate; provided that the Collateral Agent shall have no obligation to
release such funds if the Collateral Agent, acting in its sole and reasonable discretion,
determines that such release is not permitted by this Section 5.14; it being understood that the
Collateral Agent shall be entitled to rely conclusively upon any Release Certificate regardless of
any information it may otherwise have and shall have no obligation (1) to ascertain if any
requested release of funds is permitted by this Section 5.14, (2) to verify the accuracy of the
statements in any Release Certificate or any other documents provided pursuant to this Section
5.14, (3) to request any supporting documentation, (4) to take into account any information it may
otherwise have or (5) to seek consent of any of the Lenders to any such release of funds.



               (f) Payment Accounts. In connection with a Permitted Debt Refinancing in respect
of Refinancing Eligible Debt identified on Schedule 1.1B as “Trade Finance Business/Conduit” or the
“Wells Fargo Facility,” the applicable Credit Party shall promptly, but in any event not later than
ten (10) Business Days after date of the applicable Permitted Debt Refinancing (or such later date
as shall be agreed to by the Administrative Agent in its sole discretion), deliver executed Control
Agreements for the Deposit Accounts and Securities Accounts maintained under the Trade Finance
Business/Conduit or the Wells Fargo Facility, as the case may be, into which the Persons obligated
to make payments to the applicable Additional Guarantor indicated on Schedule 1.1B under the
Collateral identified on Schedule 1.1B for such Refinancing Eligible Debt (collectively, the
“Obligors”) make payments, or any replacements of such Deposit Accounts and Securities Accounts
(collectively, the “Payment Accounts”). The applicable Credit Parties shall cause such Payment
Accounts to be maintained subject to Control Agreements and shall not direct any Obligor to make
payments other than to such Payment Accounts until the Collateral Agent’s Lien thereon is released
in accordance with Section 10.20. The applicable Credit Parties may manage and make withdrawals
from such Payment Accounts so long as no Default or Event of Default has occurred and is
continuing.



     5.15 Use of Proceeds. The proceeds of the Tranche 1 Term Loans will be used only for working capital and other general
corporate purposes of Company and its Restricted Subsidiaries. The proceeds of the Tranche 2 Term
Loans will be used only for Permitted Tranche 2 Purposes. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a
violation of any law, including Regulations T, U and X of the Board of Governors of the Federal
Reserve System.



     5.16 Unrestriction of Subsidiary Borrower. The board of directors of Company may at any time by one Business Day’s prior written notice to
the Administrative Agent request that any of its subsidiaries that is a Subsidiary Borrower (other
than (x) any Subsidiary Borrower listed on Schedule 2.1, (y) any Funding Account Holder or (z) any
Sweep Account Holder) be released from its obligations under this Agreement and shall cease to
constitute a Subsidiary Guarantor and a Restricted Subsidiary of Company. Upon such request such
subsidiary shall be entitled to be released pursuant to Section 10.20(c) from its Obligations and
shall cease to constitute a Subsidiary Guarantor and a Restricted Subsidiary of Company;
provided, that (a) substantially contemporaneously therewith, such subsidiary shall become
a Special Purpose



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Vehicle (whether bankruptcy remote or not), Regulated Entity, Joint Venture or
Immaterial Subsidiary; (b) the Term Loans shall have been prepaid to the extent required by Section
2.10(b), (c) all Obligations (except for contingent indemnification obligations) other than in
respect of principal then owed by such Subsidiary Borrower (including accrued and unpaid interest)
shall have been paid in full; (d) both before and after giving effect to the foregoing, no Event of
Default shall have occurred and be continuing; (e) both before and after giving effect to the
foregoing (including such mandatory prepayment in accordance with Section 2.10), on a pro forma
basis as if such transactions had occurred on the last day of the then most recent Fiscal Quarter,
the Credit Parties would be in compliance with Section 6.7; (f) such Subsidiary Borrower shall not
own any Capital Stock in any Credit Party or any Restricted Subsidiary thereof; (g) both before and
after giving effect to such designation and release, all outstanding Investments of the Credit
Parties and any of their Restricted Subsidiaries in such Subsidiary Borrower and its subsidiaries,
valued at an amount determined as set forth in the last sentence of the definition of
“Investments”, would be permitted under Section 6.6; and (h) the Administrative Agent shall have
received a duly executed certificate from an Authorized Officer of Company certifying the
satisfaction of the foregoing conditions, together with such back-up information, if any, as the
Administrative Agent may reasonably request in connection therewith.



     5.17 Approved Restructuring Plan. Company shall comply in all material respects with the Approved Restructuring Plan at all times.
No Credit Party nor any of its Restricted Subsidiaries shall enter into any material documentation
of the transactions contemplated under, or in connection with, the Approved Restructuring Plan
unless such documentation is reasonably satisfactory to the Lenders Steering Committee.



     5.18 Ratings. Company will use commercially reasonable efforts to have the Loans rated by at least one of
Moody’s or S&P.



     5.19 Post Closing Matters.



               (a) In the event that any Credit Party (a) acquires any Unencumbered assets, (b) an asset of
any Credit Party becomes an Unencumbered asset of a type described in Part 2 of Schedule 1.1A
hereto or (c) an aircraft asset owned by a Credit Party becomes re-registered in any jurisdiction
necessitating a security filing as contemplated in Schedule 1.1A hereto, then in such event, each
Credit Party shall (i) within forty-five (45) days after the end of each Fiscal Quarter of each
Fiscal Year (including the fourth Fiscal Quarter) deliver to the Collateral Agent a schedule
identifying such after-acquired assets and (ii) within thirty (30) days (or such longer period as
the Administrative Agent may agree) of the date of acquisition of such assets are acquired, become
Unencumbered or are re-registered, (A) comply with the Future Collateral Procedures described on
Schedule 1.1A with respect to such type of after-acquired assets and (B) deliver a certificate of
such Credit Party certifying that the Credit Parties have complied with the Future Collateral
Procedures described on Schedule 1.1A and such Lien is the only Lien to which such Collateral is
subject, other than any Permitted Lien. For the avoidance of doubt, the foregoing is not intended
to, and shall not, modify the requirements with respect to a Permitted Debt Refinancing, including
as regards the creation and perfection of a Lien on assets securing the Indebtedness and
obligations subject to such refinancing.



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               (b) To the extent the Credit Parties shall have failed to deliver to the Administrative Agent
and the Collateral Agent the deliverables set forth on Schedule 5.19 on or prior to the Amendment
Agreement Effective Date, the Credit Parties shall, and shall cause their Restricted Subsidiaries
to, deliver each such deliverable within the time limit set forth on Schedule 5.19 for such
deliverable (or such longer period as determined by the Administrative Agent in its sole
discretion).



     5.20 Cash Management Order. No later than (a) three days after the Petition Date (or such later date as agreed by the
Administrative Agent and the Lenders Steering Committee), the Debtors shall provide to the
Administrative Agent and the Lenders Steering Committee evidence of approval by the Bankruptcy
Court of the Interim Cash Management Order, and (b) twenty-five days after the Petition Date (or
such later dates as agreed by the Administrative Agent and the Lenders Steering Committee), the
Debtors shall provide to the Administrative Agent and the Lenders Steering Committee evidence of
approval by the Bankruptcy Court of the Final Cash Management Order.



     5.21 Other Bankruptcy Matters.



               (a) The Debtors shall provide commercially reasonable prior notice to the Lenders Steering
Committee and its advisors of all pleadings, motions, applications, judicial information, financial
information and other documents filed by or on behalf of any Debtor or its subsidiaries with the
Bankruptcy Court constituting first day pleadings, seeking approval of any post-petition financing,
seeking use of cash collateral, seeking approval of any cash management system or any other matter
relating to the Approved Restructuring Plan, providing copies of same to counsel for the
Administrative Agent.



               (b) Upon receipt of notice from the Lenders Steering Committee, the Debtors shall file a
motion seeking entry of an order, such motion and order in form and substance satisfactory to the
Lenders Steering Committee, seeking approval of the Obligations of the Debtors hereunder as a
postpetition financing pursuant to Section 364 of the Bankruptcy Code or seeking authority to use
cash collateral pursuant to Section 363 of the Bankruptcy Code.



               (c) Other than pursuant to the Interim Cash Management Order (prior to entry of the Final Cash
Management Order) or the Final Cash Management Order (after entry of the same), the Company and its
subsidiaries shall not (and shall not apply to the Bankruptcy Court for authority to), incur,
create, assume, suffer to exist or permit any claim that has administrative priority as to the
Debtors or a lien against any assets of the Debtors equal or superior to the priority of
intercompany liens and claims granted pursuant to the Interim Cash Management Order (prior to entry
of the Final Cash Management Order) or the Final Cash Management Order (after entry of the same),
except for any administrative priority claims in respect of Indebtedness arising under the New L/C
Facility permitted under Section 6.1(b) and Liens securing such Indebtedness to the extent
permitted under Section 6.2(w).



               (d) Any pleadings or proofs of claim in respect of the Credit Documents filed in the Cases by
any Debtor or its subsidiaries shall be in form and substance satisfactory to the Lenders Steering
Committee.



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               (e) The Company and its subsidiaries shall not (and shall not apply to the Bankruptcy Court
for authority to) implement any cash management system that is inconsistent with the terms of the
Credit Documents, the Approved Restructuring Plan or is otherwise not in form and substance
satisfactory to the Lenders Steering Committee.



               (f) Unless otherwise agreed by the Lenders Steering Committee, on the Effective Date (as
defined in the Plan) the Company shall become a Grantor and all Obligations of the Company under
the Credit Documents shall be secured in accordance with the terms of the Collateral Agreement.



     SECTION 6. NEGATIVE COVENANTS



          Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations, such Credit Party shall perform, and shall cause each of its
Restricted Subsidiaries to perform, all covenants in this Section 6.




     6.1 Indebtedness. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly
liable with respect to any Indebtedness, except:



               (a) the Obligations;



               (b) Indebtedness incurred by Company or any of its Restricted Subsidiaries under (i) the JPM
Facility, (ii) the New L/C Facility or (iii) under any other facility
related to the issuance of letters of credit, in each case as amended, restated, modified,
renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced in whole
or in part from time to time, provided that the sum of the aggregate LC Exposure in respect
of all letters of credit issued under the facilities described in clauses (i), (ii) and (iii) above
plus the principal amount of all revolving loans outstanding thereunder shall not at any
time exceed $750,000,000;



               (c) (i) Indebtedness among Company and its Restricted Subsidiaries arising in the Ordinary
Course of Business or (ii) Indebtedness owed to any subsidiary of Company, provided
that any event which results in any such subsidiary ceasing to be a subsidiary of Company
or any subsequent transfer of such Indebtedness (other than to Company or another subsidiary of
Company) shall be deemed, in each case, to constitute an incurrence of such Indebtedness not
permitted by this clause (c)(ii);



               (d) Indebtedness incurred by Company or any of its Restricted Subsidiaries arising from
agreements providing for indemnification, adjustment of purchase price or similar obligations
incurred in connection with any transactions permitted by this Agreement including, without
limitation, Permitted Acquisitions;



               (e) Indebtedness which may be deemed to exist pursuant to (i) any guaranties of obligations
other than Indebtedness for money borrowed, or (ii) performance, surety, statutory, real estate
operating leases, appeal or similar obligations incurred in the Ordinary Course of Business;



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               (f) Indebtedness in respect of netting services, overdraft protections and otherwise in
connection with customary Deposit Accounts maintained by a Credit Party or any Restricted
Subsidiary as part of its ordinary cash management program;



               (g) performance guaranties in the Ordinary Course of Business of the obligations (other than
Indebtedness for money borrowed) of suppliers, customers, franchisees and licensees of Company and
its Subsidiaries or of Company or its subsidiaries as a tenant or subtenant on real estate leases
in the Ordinary Course of Business;



               (h) (i) guaranties by any Credit Party or any of its Restricted Subsidiaries of Indebtedness
of Company or any Restricted Subsidiary of a Credit Party (other than guaranties by a Subsidiary
Guarantor or any of its Restricted Subsidiaries of Indebtedness of Company (except after a Company
Lien Event) or any Restricted Subsidiary that is not a Guarantor or a subsidiary of a Guarantor)
otherwise permitted to be incurred pursuant to this Section 6.1 of Company and (ii) guaranties of
Permitted Exchange Indebtedness by any Credit Party;



               (i) Indebtedness or letters of credit or revolving loans in respect of commitments for
Indebtedness existing on the Closing Date (other than Indebtedness of the Company permitted
pursuant to Section 6.1(b), (s) or (v));



               (j) (A) Indebtedness of Company or any of its Restricted Subsidiaries under Rate Management
Transactions entered into in the Ordinary Course of Business and not for speculative purposes and
(B) Indebtedness of Company or any of its subsidiaries under Rate
Management Transactions in respect of foreign currencies entered into in connection with
Permitted Exchange Indebtedness and not for speculative purposes;



               (k) purchase money Indebtedness or Capital Lease Obligations of Company or any of its
Restricted Subsidiaries; provided that such Indebtedness or Capital Lease
Obligations (x) may be incurred at the time of purchase of the assets acquired in connection
therewith or financed thereunder or within one hundred eighty (180) days thereafter and (y) is or
are secured only by (1) assets acquired in connection with such financing or financed thereunder
and intangibles and proceeds related thereto (“PMSI Assets”), (2) any other PMSI Assets which may
be acquired in connection with or financed under Indebtedness which is part of the same transaction
or a related series of transactions as such Indebtedness, and (3) any other assets which are not
prohibited by the terms of this Agreement from being pledged to secure such Indebtedness or Capital
Lease Obligations;



               (l) Permitted Funding Indebtedness not to exceed $200,000,000 in any individual transaction or
any series of related transactions; provided, any such Indebtedness, to the extent secured,
shall not be secured by a Lien on any asset constituting Collateral other than Liens created,
incurred, assumed or permitted to exist in reliance on Section 6.2(p)(B), and provided,
further, that after giving effect to such incurrence of Indebtedness on a pro forma basis
as if such transactions had occurred on the last day of the then most recent Fiscal Quarter, the
Credit Parties would be in compliance with Section 6.7;



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               (m) Permitted Refinancing Indebtedness of Indebtedness described in clause (a), (i) or (k)
(including subsequent refinancings of the foregoing that constitute Permitted Refinancing
Indebtedness); provided, any such Indebtedness, to the extent secured, shall not be secured
by any collateral other than collateral that secured the Indebtedness being refinanced or
collateral substantially similar thereto;



               (n) Indebtedness incurred or assumed in connection with or related to Bank Activities owing to
CIT Bank; provided that after giving effect to such incurrence of Indebtedness in
connection with or related to Bank Activities not required to be taken, the Credit Parties would be
in compliance with Section 6.7 on a pro forma basis as if such transactions had occurred on the
last day of the then most recent Fiscal Quarter;



               (o) (i) customary subordinated Indebtedness (whether term or revolving) with finance
subsidiaries that are Special Purpose Vehicles or other subsidiaries in connection with
securitizations, conduits or like transactions related to the Ordinary Course of Business to enable
such Special Purpose Vehicle or such other subsidiaries to acquire Portfolio Assets to be
transferred to such entities under such transactions, and (ii) limited guaranties of obligations of
financing subsidiaries that are Special Purpose Vehicles or Restricted Subsidiaries in connection
with securitizations, conduit facilities and like transactions related to Ordinary Course of
Business (including, without limitation, to the extent applicable, performance guaranties (other
than payment obligations with respect to the underlying Indebtedness that exceed 10% of the amount
of such Indebtedness) and guaranties consistent with the delivery of a “true sale”/“absolute
transfer” opinion with respect to any transfer by Company or any Restricted Subsidiaries to the
applicable financing subsidiary or other subsidiary of Company;



               (p) unsecured guaranties by Aerospace, CIT Leasing Corporation or other Restricted
Subsidiaries operating in CIT’s Transportation Finance segment of Indebtedness of Special Purpose
Vehicles with respect to the financing of newly acquired transportation assets or the lease of
transportation assets in the Ordinary Course of Business;



               (q) [Reserved];



               (r) guaranties by Company (incurred prior to a Company Lien Event) or any Restricted
Subsidiary of Indebtedness of subsidiaries of Company that are not Credit Parties incurred for
working capital purposes in the Ordinary Course of Business;



               (s) customary unsecured lines of credit (revolving and term) entered into in the Ordinary
Course of Business, in existence on the Closing Date and outstanding thereunder at any time
thereafter in an aggregate amount not to exceed $3,200,000,000 for the Company and $800,000,000 in
the aggregate for Foreign Subsidiaries;



               (t) other unsecured Indebtedness of Company and its Foreign Subsidiaries incurred at a time
when no Default or Event of Default shall have occurred and be continuing in an aggregate amount
not to exceed at any time the greater of $500,000,000 or 1.0% of Total Assets;



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               (u) guaranties by Company or a Restricted Subsidiary of indebtedness or other obligations of
an Owner-Trustee as lessor under a lease of Portfolio Assets or other related documents incurred in
the Ordinary Course of Business;



               (v) Indebtedness under, and guaranties of, the TRS Facility not to exceed an outstanding
notional amount of $2,125,000,000;



               (w) obligations of Restricted Subsidiaries to pay the deferred purchase price of receivables
acquired in the trade finance business in connection with the Ordinary Course of Business;



               (x) unsecured guaranties by any Restricted Subsidiary of Indebtedness of Company in an
aggregate principal amount for all Restricted Subsidiaries not to exceed $25,000,000;
provided that such guaranties shall be subordinated to the payment in full of the
Obligations pursuant to subordination provisions customary (in the reasonable determination of the
Company) for intercompany obligations;



               (y) Permitted Reestablishment Indebtedness secured by Liens incurred in reliance on Section
6.2(dd); provided, that the Net Cash Debt Proceeds of such Indebtedness shall have been
applied to the prepayment of Term Loans in accordance with Section 2.10(b); and



               (z) Indebtedness of the Company incurred pursuant to the Interim Cash Management Order (prior
to entry of the Final Cash Management Order) or the Final Cash Management Order (after entry of the
same).



     Notwithstanding anything to the contrary, (x) CIT Funding shall not be permitted to, directly
or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness other than “Series B Notes” contemplated to be
issued pursuant to the Approved Restructuring Plan (as further described therein) in accordance
with Section 6.1(m) and unsecured notes guaranteed by Company and outstanding on the Closing Date,
(y) the Barbados Entities shall not be permitted to, directly or indirectly, create, incur, assume
or guaranty, or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness other than in reliance on clauses (j), (m) and (v) of this Section 6.1 and (z) CFL
shall not be permitted to Guarantee any Indebtedness of Company or any of its Restricted
Subsidiaries. Notwithstanding anything in the foregoing, in no event shall any Credit Party, nor
shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness to CIT Funding other than the Guarantee by the Company and the other Guarantors of the
“Series B Notes” contemplated to be issued pursuant to the Approved Restructuring Plan (as further
described therein) in accordance with Section 6.1(m) and the Guarantee by Company of notes of CIT
Funding outstanding on the Closing Date.



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     6.2 Liens. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or
asset of any kind (including any document or instrument in respect of goods or accounts receivable
and any Security) of Company or any of its Restricted Subsidiaries, whether now owned or hereafter
acquired, or any income or profits therefrom, except:



               (a) Liens granted pursuant to any Credit Document in favor of Collateral Agent for the benefit
of Secured Parties to secure the Obligations;



               (b) (1) Liens for Taxes (i) for amounts not yet overdue, or (ii) for amounts that are overdue
if obligations with respect to such Taxes are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted so long as such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been made for any such
contested amounts; and (2) Liens with respect to other claims described in Section 5.3; provided
that the requirements of Section 5.3 applicable thereto are complied with;



               (c) statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, ordinary course Liens on aircraft for airport,
navigation, and other en-route charges, permitted Liens under leases and other Liens imposed by law
(other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue
Code or by ERISA), (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that
(in the case of any such amounts overdue for a period in excess of five (5) days) are being
contested in good faith by appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any such contested
amounts;



               (d) Liens incurred in connection with workers’ compensation, unemployment insurance and other
types of social security, or to secure the performance of
tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts,
trade contracts, performance and return of money bonds and other similar obligations (exclusive of
obligations for the payment of Borrowed Money Indebtedness or other Indebtedness), so long as no
foreclosure, sale or similar proceedings have been commenced with respect to any portion of the
Collateral on account thereof, or deposits made to secure liability to insurance carriers;



               (e) easements, rights of way, restrictions, encumbrances, encroachments, and other minor
defects or irregularities in title or ownership rights, in each case which do not and will not
interfere in any material respect with the value or use of the property to which such Lien is
attached or with the ordinary conduct of the business of Company or any of its Restricted
Subsidiaries;



               (f) any interest or title of or through a lessor or sublessor under any lease of real or
personal property permitted hereunder;



               (g) Liens solely on any cash earnest money deposits made by Company or any of its Restricted
Subsidiaries in connection with any letter of intent or purchase agreement the consummation of
which would be permitted hereunder;



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               (h) (A) purported Liens evidenced by the filing of precautionary UCC financing statements
relating to transactions, (B) Liens evidenced by the filing of precautionary UCC financing
statements related to securitizations, conduit facilities and similar transactions and (C) Liens
evidenced by prefilings of UCC financing statements filed in connection with securitizations,
conduits and other similar transactions prior to the transfer of assets thereto, in each case,
entered into in the Ordinary Course of Business;



               (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;



               (j) any zoning or similar law or right reserved to or vested in any governmental office or
agency to control or regulate the use of any real property;



               (k) licenses or sublicenses of patents, trademarks and other intellectual property rights
granted by Company or any of its Restricted Subsidiaries in connection with Ordinary Course of
Business;



               (l) Liens existing on the Closing Date (and, in the case of property that replaces property
existing on the Closing Date, the equivalent Lien on such replacement property to the extent the
applicable collateral agreements as in effect on the Closing Date require Liens on such replacement
property) and Liens incurred after the Closing Date pursuant to the terms of agreements entered
into prior to the Closing Date as in existence on the Closing Date;



               (m) Liens constituting (and rights of set off and any rights of use, possession or disposition
with respect to) deposits with derivatives counterparties as may be required pursuant to customary
derivatives contracts in connection with Indebtedness permitted pursuant to Section 6.1(j) or (v);



               (n) Liens on assets other than Restricted Collateral securing Indebtedness permitted pursuant
to Section 6.1(k);



               (o) Liens created, incurred, assumed or permitted to exist in connection with or related to
Bank Activities to the extent such Liens secure Indebtedness or obligations not in excess of
$100,000,000 for any individual transaction or series of related transactions and an amount not to
exceed $1.0 billion in the aggregate during the term of this Agreement; provided, that any
such Liens encumbering any Funding Account or Sweep Account shall have been contractually
subordinated (pursuant to documentation reasonably satisfactory to the Collateral Agent) to the
Lien thereon in favor of the Collateral Agent pursuant to the Collateral Documents securing the
Obligations;



               (p) (A) Liens on assets other than Collateral securing Indebtedness permitted pursuant to
Section 6.1(l) and (B) Liens on Collateral consisting of assets related to aircraft, railcars and
related rights and documents securing Indebtedness permitted pursuant to Section 6.1(l);



               (q) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing
Indebtedness and other obligations of such Restricted Subsidiary incurred in compliance with this
Agreement;



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               (r) Liens (i) that are rights of set-off (A) relating to the establishment of depository
relations with banks not given in connection with the issuance of Indebtedness, (B) relating to
pooled deposit or sweep accounts of Company or any of its Restricted Subsidiaries to permit
satisfaction of overdraft or similar obligations and other cash management activities incurred in
the Ordinary Course of Business, (C) relating to purchase orders and other agreements entered into
with customers of Company or any of its Restricted Subsidiaries in the Ordinary Course of Business,
or (D) relating to Ordinary Course of Business with a syndicate member, participant, Agent or
letter of credit bank or issuer in a loan transaction, (ii) of a collecting bank arising under
Section 4-210 of the Uniform Commercial Code on items in the course of collection, (iii)
encumbering reasonable customary initial deposits and margin deposits and attaching to commodity
trading accounts or other brokerage accounts incurred in the Ordinary Course of Business, and (iv)
in favor of banking institutions arising as a matter of law or pursuant to customary account
agreements encumbering deposits or financial assets (including the right of set-off) and which are
within the general parameters customary in the banking and finance industry, provided that
any such Liens encumbering any Funding Account shall have been contractually subordinated (subject
to exceptions for fees of the depositary bank with respect to the Funding Account, and other
customary limited exceptions reasonably satisfactory to the Collateral Agent) to the Lien thereon
in favor of the Collateral Agent pursuant to the Collateral Documents securing the Obligations;



               (s) Liens on Collateral securing Permitted Exchange Indebtedness incurred to refinance
Indebtedness existing as of the Closing Date of Company or any Restricted Subsidiary,
provided that such Liens are subordinated to Liens on the Collateral securing the
Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Administrative
Agent, it being understood and agreed that such intercreditor agreement shall have terms consistent
in all material respects with those described in the Offering Memorandum included in
the Approved Restructuring Plan under the heading “Collateral — Senior-Junior Intercreditor
Agreement among the Senior Collateral Agent, the Series A Collateral Agent and the Series B
Collateral Agent”;



               (t) Liens in favor of Company or any Restricted Subsidiary; provided that for the
purposes of this clause Guarantors and subsidiaries of Guarantors may only grant Liens in favor of
other Guarantors and/or subsidiaries of Guarantors;



               (u) (A) Liens existing on assets or property at the time acquired in connection with a workout
or as the proceeds of collateral securing a Portfolio Asset, in each case, in the Ordinary Course
of Business; and (B) other Liens on Portfolio Assets customarily set forth in documentation related
thereto or created, incurred, assumed or permitted to exist on Portfolio Assets in the Ordinary
Course of Business;



               (v) Liens on the assets of Company and its subsidiaries in favor of CIT Bank to secure
obligations of the Company or any subsidiary to CIT Bank existing on the Closing Date other than
those permitted under Section 6.2(l); provided, the aggregate amount of the value of such
assets shall not exceed $300,000,000, measured in the case of each asset at the time such Liens is
created and without giving effect to any reduction in the value of the asset subject to the Lien;



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               (w) Liens securing Obligations in respect of Indebtedness permitted under Section 6.1(b) on
Cash and Cash Equivalents in an aggregate amount not to exceed $500,000,000 (plus a cushion not to
exceed 5% of the aggregate LC Exposure in respect of U.S. dollar-denominated letters of credit and
20% of the aggregate LC Exposure in respect of letters of credit denominated in currencies other
than U.S. dollars) of Company or any Restricted Subsidiary, and Liens on any documents or
intangibles related to the corresponding letters of credit;



               (x) Liens on (and rights of set off and any rights of use, possession or disposition with
respect to) Cash or Cash Equivalents (including, for purposes of this clause (x), long-term
obligations of the United States government, but excluding any Cash or Cash or Equivalents held in
any Funding Account or Sweep Account) and guarantor rights, in each case securing daily
mark-to-market obligations and, following the effectiveness of the Amended Confirmation, other
obligations of CIT Financial Ltd., CIT Financial (Barbados) Srl and Company under the TRS Facility;



               (y) other Liens on assets other than the Collateral securing Indebtedness of Company or any
Restricted Subsidiary incurred at a time when no Default or Event of Default shall have occurred
and be continuing in an aggregate amount not to exceed $250,000,000 at any time outstanding;



               (z) (1) Liens on assets (including the proceeds thereof) acquired by or assigned to any Credit
Party or Restricted Subsidiary pursuant to operation of the trade finance business in the Ordinary
Course of Business; provided, such Liens were in existence to secure an obligation of the seller or
assignor of such asset and such Liens were not created by any Credit Party or Restricted Subsidiary
in contemplation of such acquisition or assignment, and (2) Liens
that are leases on aircraft, rail assets or any other leased assets that are leased in the
Ordinary Course of Business;



               (aa) Liens on leased assets (including Portfolio Assets) arising from the action or inaction
of a third party lessee;



               (bb) Liens on the CITLC Assigned Note required to be incurred pursuant to Section 15 of the
CITLC Loan Assignment and Intercreditor Agreement;



               (cc) Liens granted on assets in contemplation of any waivers or forbearances with respect to
rail head leases existing on the Closing Date, so long as (i) for each such rail head lease, the
value of such assets secured by such Liens do not exceed an amount equal to six months rent for
such rail head lease, (ii) on the date such Lien is granted, no Default or Event of Default shall
have occurred and be continuing and (iii) on the date such Lien is granted, the Company shall be
in pro forma compliance with Section 6.7(a);



               (dd) Liens granted on any assets constituting Restricted Collateral at the time of such grant,
provided that (i) such Liens shall secure Indebtedness incurred by a Credit Party or a
Restricted Subsidiary thereof in reliance on clause (k), (l), (v) or (y) of Section 6.1
contemporaneously with the granting of such Lien, (ii) both immediately before and immediately
after giving effect to such Lien, no Event of Default shall have occurred and be continuing and



110









 







(iii) after giving effect to the prepayment of Term Loans required in connection therewith pursuant
to Section 2.10(b) and assuming the release by the Collateral Agent of the Lien pursuant to the
Collateral Documents encumbering such assets (which Lien Collateral Agent shall be required to
release to the extent set forth in Section 10.20) on a pro forma basis as if such transactions had
occurred on the last day of the then most recent Fiscal Quarter, the Credit Parties would be in
compliance with Section 6.7, and provided, further, that any Liens so granted shall
cease to be permitted under this clause (dd) unless the Term Loans shall have been prepaid in
accordance with Section 2.10(b) in connection therewith as and when required by Section 2.10(b);



               (ee) Liens securing Indebtedness and other obligations of CIT China or CIT (Australia);
provided, any such Lien shall encumber only assets of CIT China, CIT (Australia) or their
subsidiaries;



               (ff) Liens granted by the Company securing Pari Passu Lien Debt permitted under Section
6.1(i);



               (gg) Liens on assets of the Company pursuant to the Interim Cash Management Order (prior to
entry of the Final Cash Management Order) or the Final Cash Management Order (after entry of the
same) securing Indebtedness under Section 6.1(z); and



               (hh) any extensions, substitutions, replacements or renewals of the foregoing;
provided, any such Lien shall encumber only the same type of Collateral and value
encumbered by the Lien being so extended, substituted, replaced or renewed.



          Notwithstanding anything in the foregoing to the contrary, the Credit Parties shall not permit
CIT Funding or any of the Barbados Entities to, directly or indirectly, create, incur,
assume or permit to exist any Lien on or with respect to any of their respective property or
assets of any kind, whether now owned or hereafter acquired, or any income or profits therefrom,
other than, in the case of the Barbados Entities, Permitted Funding Liens.




     6.3 No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular
Indebtedness (including Permitted Funding Indebtedness) or to be sold pursuant to an executed
agreement with respect to an asset sale or other disposition permitted under Section 6.8, (b)
agreements governing Permitted Refinancing Indebtedness in respect of certain Indebtedness to the
extent of the restrictions contained in such refinanced Indebtedness, (c) restrictions by reason of
customary provisions restricting assignments, subletting or other transfers or distributions or
dispositions contained in loan documents, leases, licenses, joint venture agreements, documentation
relating to securitizations, conduit facilities and other similar transactions, equity documents
and similar agreements entered into in the Ordinary Course of Business, including restrictions in
equity investment agreements on such equity in connection with Investments made pursuant to
Ordinary Course of Business (provided that such restrictions are limited to the property or
assets subject to (or the subject of) such loan documents, leases, licenses, joint venture
agreements, securitizations, conduit facilities and other similar documentation or agreements, as
the case may be), (d) restrictions in respect of property acquired in workouts or foreclosure or
exercise of remedies on Portfolio Assets, (e) restrictions with respect to Indebtedness issued by
CIT (Australia) or CIT



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China, (f) agreements governing Indebtedness of the type described in
Section 6.1(b) (provided that such restrictions are limited to the property and assets permitted to
be subject to a Lien pursuant to Section 6.2(w)), (g) restrictions in respect of the CITLC Assigned
Note contained in the CITLC Loan Assignment and Intercreditor Agreement or the security agreement
executed in connection with Section 15 thereof, (h) agreements creating Liens of the type described
in Sections 6.2(m), (n), (p)(A), (u)(A), (w), (x) and (dd) or other agreements related thereto
(provided, that such restrictions are limited to the property and assets permitted to be
subject to such Liens and specifically excluding Collateral described in subclause (y)(3) of the
proviso to Section 6.1(k)), or (i) restrictions with respect to Liens on assets of CIT Funding
pursuant to its security agreement with CIT Holdings (Barbados) SRL, no Credit Party shall, nor
shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the
creation or assumption of any Lien securing the Obligations upon any of its properties or assets,
whether now owned or hereafter acquired (provided that, for the avoidance of doubt, the
foregoing provisions of this Section 6.3 shall not prohibit the granting of a right to quiet
enjoyment to any lessee).



     6.4 Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries or Affiliates
(other than Special Purpose Vehicles, Joint Ventures and other non-Restricted Subsidiaries) through
any manner or means or through any other Person to, directly or indirectly, declare, order, pay,
make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted
Junior Payment, except (subject to Section 6.19):



               (a) the payment of any dividend (or, in the case of any partnership or limited liability
company, any similar distribution) by Restricted Subsidiaries to their direct
corporate parents, provided that no Restricted Subsidiary that is not a Wholly-Owned
Subsidiary shall make such Restricted Junior Payment in respect of any class or series of stock
unless a Credit Party or any of its Restricted Subsidiaries receives at least its pro rata share of
such Restricted Junior Payment in accordance with its interest in such class or series of stock;
and provided further that, prior to a Company Lien Event, any such payment to
Company shall only be made in cash, subject to the terms of Section 5.14;



               (b) the payment of any dividend or the consummation of any irrevocable redemption within 60
days after the date of declaration of the dividend or giving of the redemption notice, as the case
may be, if at the date of declaration or notice, the dividend or redemption payment would have been
permitted under this Agreement;



               (c) the making of any Restricted Junior Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a subsidiary of the Company) of,
Capital Stock of the Company (other than Disqualified Capital Stock) or from the substantially
concurrent contribution of common equity capital to the Company;



               (d) (x) the repurchase, redemption, defeasance or other acquisition or retirement for value of
Indebtedness of the Company or any Restricted Subsidiary that is contractually subordinated to the
Obligations solely with the net cash proceeds from a substantially concurrent incurrence of
Permitted Refinancing Indebtedness in respect of such Indebtedness and (y) the repurchase,
redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company
or any Restricted Subsidiary that is subordinated in



112









 







respect of Collateral to the Obligations
solely with the net cash proceeds from a substantially concurrent incurrence of Permitted
Refinancing Indebtedness in respect of such Indebtedness;



               (e) the payment of any dividend (or, in the case of any partnership or limited liability
company, any similar distribution) by a Wholly-Owned Subsidiary of the Company to the holders of
its Capital Stock on a pro rata basis; provided that if such Wholly-Owned
Subsidiary is a Guarantor, such payment must be made to a Guarantor (other than, prior to a Company
Lien Event, the Company); provided, further, however, that, subject in all
cases to the terms of Section 5.14, such payment may be made to Company if paid in cash;



               (f) after emergence of the applicable Debtors from Approved Chapter 11 Cases in accordance
with the Approved Restructuring Plan, the repurchase, redemption or other acquisition or retirement
for value of any Capital Stock of the Company or any Restricted Subsidiary of the Company held by
any current or former officer, director or employee of the Company or any of its Restricted
Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’
agreement or similar agreement; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Capital Stock may not exceed $10,000,000 in any
twelve-month period, plus the aggregate amount of Restricted Junior Payments permitted (but not
made) pursuant to this clause (f) in the previous calendar year;



               (g) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the
extent such Capital Stock represent a portion of the exercise price of those stock options;



               (h) payments of cash by the Company or any of its Restricted Subsidiaries in lieu of the
issuance of fractional shares upon the exercise of options or warrants or the conversion or
exchange of Capital Stock of any such Person;



               (i) any repricing or issuance of employee stock options or the adoption of bonus arrangements,
and payments pursuant to such arrangements; and



               (j) the purchase by the Company of fractional shares arising out of stock dividends, splits or
combinations or business combinations.



       Notwithstanding anything in the foregoing to the contrary, in no event shall either CMS
Funding Company Limited LLC or CIT Middle Market Funding, LLC, nor shall any Credit Party permit it
to, through any manner or means or through any other Person, directly or indirectly, declare,
order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any
Restricted Junior Payment consisting of assets other than Cash or Cash Equivalents.



     6.5 Restrictions on Restricted Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Restricted
Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of Company to
(a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital
Stock owned by Company or any other Restricted Subsidiary of Company, (b) repay or prepay any
Indebtedness owed by such Restricted Subsidiary to Company or any other Restricted Subsidiary of
Company, (c) make



113









 







loans or advances to Company or any other Restricted Subsidiary of Company, or
(d) transfer any of its property or assets to Company or any other Restricted Subsidiary of
Company, in each case other than restrictions (i) in agreements evidencing Indebtedness permitted
by Section 6.1(k), Permitted Funding Indebtedness or Permitted Reestablishment Indebtedness, (ii)
by reason of customary provisions restricting Liens, assignments, subletting or other transfers or
distributions/dividends contained in loan documents, documentation relating to securitizations,
conduit facilities and other similar transactions, equity documents, leases, licenses, joint
venture agreements and similar agreements entered into in the Ordinary Course of Business or in
assets obtained in workouts or by foreclosure or exercise of remedies, (iii) that are or were
created by virtue of any transfer of, agreement to transfer or option or right with respect to any
property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) in agreements
as in effect on the date of this Agreement and any amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings of those agreements;
provided that, except with respect to Permitted Exchange Indebtedness, the
amendments, restatements, modifications, renewals, supplements, refundings, replacements or
refinancings are not materially more restrictive, taken as a whole, with respect to such dividend
and other payment restrictions than those contained in those agreements on the date of this
Agreement, (v) [Reserved], (vi) under applicable law, rule, regulation or order, (vii) in any
agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such agreement or instrument was
entered into in connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, (viii) in
provisions limiting the disposition or distribution of assets or property (including any agreement
for the sale or other disposition of a Restricted Subsidiary) in asset sale agreements,
sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is
applicable only to the assets that are the subject of such agreements, (ix) under Permitted
Refinancing Indebtedness; provided that (other than in the case of Permitted
Exchange Indebtedness) the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced, (x) Liens permitted to be
incurred under Section 6.2 that limit the right of the debtor to encumber or dispose of the assets
subject to such Liens, (xi) restrictions on cash or other deposits or net worth imposed by
customers or lessors under contracts or leases in each case, not constituting Indebtedness and
entered into in the Ordinary Course of Business; (xii) in agreements relating to Indebtedness
issued by CIT (Australia) or CIT China, (xiii) in agreements governing Indebtedness of the type
described in Section 6.1(b) or 6.1(v) (pursuant to the TRS Facility) or (xiv) any encumbrances or
restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations
referred to above in clauses (i) or (ix); provided that any such amendment or
refinancing is not materially more restrictive, taken as a whole, with respect to encumbrances or
restrictions set forth in the applicable clause (a) through (d) above, than such encumbrances and
restrictions prior to such amendment or refinancing (as determined by the Company in good faith).



     6.6 Investments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or
indirectly, make or own any Investment in any Person, including without limitation any Joint
Venture, except:



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               (a) Investments in Cash and Cash Equivalents;



               (b) Investments owned or committed (pursuant to binding commitments) to be made as of the
Closing Date (other than the TRS Facility) and Investments made after the Closing Date (other than
the TRS Facility) in connection with Ordinary Course of Business in any Credit Party or other
subsidiary of Company;



               (c) Investments (i) in any Securities or other assets received in compromise, satisfaction or
partial satisfaction of Portfolio Assets from financially troubled account debtors or in connection
with other workout scenarios or the exercise of remedies in connection with Portfolio Assets, and
(ii) constituting deposits, prepayments and other credits to suppliers, in each case, in connection
with Ordinary Course of Business;



               (d) intercompany loans to the extent permitted under Section 6.1(c);



               (e) ordinary course loans and advances to employees of Company and its Restricted Subsidiaries
consistent with past practice;



               (f) Investments made in connection with Permitted Acquisitions permitted pursuant to Section
6.8;



               (g) Investments consisting of guarantees permitted under Section 6.1;



               (h) Investments (other than, prior to a Company Lien Event, in the Company) made in connection
with Ordinary Course of Business (provided such Investments are not made with Restricted
Collateral);



               (i) Investments consisting of consideration other than Cash received in connection with asset
sales or other dispositions permitted under Section 6.8;



               (j) (A) Investments related to Bank Activities and (B) other Investments in CIT Bank or in any
other Regulated Entity required by, or necessary or prudent under the Bank Holding Company Act, the
Federal Reserve Act or the Federal Deposit Insurance Act or any other applicable law or
governmental requirement and any approval, waiver, consent, stipulation, agreement or commitment
entered into in connection therewith or related thereto (provided such Investments are not
made with Restricted Collateral);



               (k) other Investments made at a time when no Default or Event of Default shall have occurred
and be continuing in an aggregate amount not to exceed $100,000,000 at any time, it being
understood that losses, write-downs or write-offs related to Investments which are assigned a
reduced balance for any reason shall not refresh availability under this Section 6.6(k);



               (l) any Investment by Company or any Restricted Subsidiary of Company in a Person which prior
to making such Investment is a subsidiary of Company, if as a result of such Investment (i) such
Person becomes a direct or indirect Wholly-Owned Restricted Subsidiary of Company or (ii) such
Person is merged, consolidated or amalgamated with or into,



115









 







or transfers or conveys substantially
all of its assets to, or is liquidated into, Company or a Wholly-Owned Restricted Subsidiary of
Company;



               (m) Investments represented by (i) Rate Management Transactions entered into in the Ordinary
Course of Business and not for speculative purposes and (ii) the TRS Facility;



               (n) endorsements of negotiable instruments and documents in the Ordinary Course of Business;



               (o) Investments by a Guarantor in any Regulated Entity in the form of a loan or advance
(including all renewals, refinancings or replacements thereof) having a maturity not to exceed 12
months from the original date of such loan or advance related to or in connection with a Platform
Transfer that is evidenced by an intercompany note, secured by the assets financed by such loan or
advance, provided, that the Collateral Agent shall have been granted a First Priority
security interest in such intercompany note securing the Obligations in accordance with the
Collateral Documents;



               (p) any acquisition of assets or Capital Stock solely in exchange for the issuance of Capital
Stock (other than Disqualified Capital Stock) of the Company;



               (q) any Investments received in compromise, resolution or full or partial satisfaction of (i)
obligations of trade creditors or customers of the Company or any of its Subsidiaries, including
pursuant to any workout, restructure, foreclosure, exercise of remedies,
plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not
Affiliates;



               (r) Investments in Regulated Entities that are subsidiaries of Company having an aggregate
Fair Market Value not to exceed $400,000,000 in any Yearly Period;



               (s) Investments made at a time when no Default or Event of Default shall have occurred and be
continuing in an aggregate amount not to exceed $500,000,000 at any time; and



               (t) (A) any Investment in Company or in a Restricted Subsidiary, other than an Investment by a
Guarantor or a subsidiary of a Guarantor in (x) Company or (y) a subsidiary that is not a Guarantor
or a subsidiary of a Guarantor and (B) any Investment in a subsidiary in respect of a Permitted
Debt Refinancing and (C) any Investment in Company or a subsidiary in order to apply proceeds of
Tranche 2 Term Loans to Permitted Tranche 2 Purposes specified in clause (g) of the definition
thereof.



               Anything in the foregoing notwithstanding, except for Investments held by it therein on the
Amendment Agreement Effective Date, in no event shall any Credit Party, nor shall it permit any of
its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in (x) CIT
Funding, (y) CIT (Australia) or (z) CIT China, other than Investments in CIT China not to exceed
$15,000,000 at any time outstanding and an unsecured guaranty by the Company of up to
RMB3,000,000,000 of Indebtedness and other obligations of CIT China.



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     6.7 Financial Covenants



               (a) Fair Value Coverage. The Credit Parties shall not as of the last day of each
Fiscal Quarter (commencing with the Fiscal Quarter ending December 31, 2009) of Company permit the
ratio of (i) the fair value (determined in the manner in which Company determines “fair value” for
footnotes in its annual audited financial statements and quarterly financial statements, as
applicable, in accordance with GAAP) on such date of (A) the Collateral (excluding Cash and Cash
Equivalents, except to the extent held in the Funding Accounts) on which the Collateral Agent has a
First Priority perfected security interest to secure the Obligations, and (without duplication) (B)
the Collateral which is aircraft registered in a jurisdiction outside the United States and owned
by a Subsidiary Guarantor with respect to which a First Priority Cape Town Filing is in full force
and effect to (ii) the sum of (x) the principal amount of the Loans on such date plus (y)
the principal amount of all Pari Passu Lien Debt on such date to be less than 2.50 to 1.00.



               (b) Calculation of Equity Value; Pro Forma Calculation.




                    (i) For purposes of calculating fair value of the Collateral as required pursuant to this
Section 6.7, the value of equity in any subsidiary shall be determined based upon capital
account balances according to the Company’s general ledger, multiplied by a percentage equal to
the estimated fair value adjustment related to the corresponding assets of such subsidiary
(consistent with the type of assets held within such subsidiary) in accordance with GAAP
requirements as disclosed in Company’s financial
statements on a quarterly basis based on fair value, and reflected at the appropriate
percentages of such equity pledged to secure the Obligations or other obligations.




                    (ii) For purposes of pro forma calculation of the fair value coverage ratio pursuant to
this Section 6.7 as of any date (the “Measurement Date”),




                         (1) The fair value of the Collateral shall be calculated in accordance
with Section 6.7(a)(i) as of the last day of the Fiscal Quarter for which
financial statements have been delivered pursuant to Section 5.1, net of an
amount equal to the sum of (x) the fair value attributed as of the last day
of such Fiscal Quarter in such calculation to the assets subject to the
disposition, transfer or release of Collateral giving rise to such pro
forma calculation and (y) the fair value attributed as of the last day of
such Fiscal Quarter in such calculation to all other Collateral (A)
disposed of since the last day of such Fiscal Quarter pursuant to Section
6.8(c) or (g) or a transfer since the last day of such Fiscal Quarter of a
Platform pursuant to Section 6.22 or (B) released from the Collateral
Agent’s Lien since the last day of such Fiscal Quarter pursuant to an
Aerospace Limited Release or in connection with the unrestriction of a
Subsidiary Borrower pursuant to Section 5.16 or the unrestriction of
another Restricted Subsidiary, or a release of Permitted Release Collateral
subject to a Lien granted under Section 6.2(cc) or (dd); and



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                         (2) The amount of Indebtedness for purposes of Section 6.7(a)(ii)
shall be calculated as of the Measurement Date, after giving effect to any
payment of such Indebtedness made or to be made on the Measurement Date.



     6.8 Fundamental Changes; Disposition of Assets; Acquisitions. Subject to the last paragraph of this Section 6.8, no Credit Party shall, nor shall it permit
any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease or sublease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets or property of any
kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now
owned or hereafter acquired, or acquire by purchase or otherwise (other than ordinary course
funding of, purchases or other acquisitions of Portfolio Assets, inventory, materials and equipment
and Capital Expenditures and operating leases in connection with Ordinary Course of Business) all
or substantially all of the business, property or fixed assets of, or stock or other evidence of
beneficial ownership of, any Person or any division or line of business or other business unit of
any Person, except:



               (a) (i) any Restricted Subsidiary of Company may be merged with or into any Credit Party
(provided that, prior to a Company Lien Event, a Subsidiary Guarantor or any subsidiary of
a Subsidiary Guarantor may not be merged with Company), or be liquidated,
wound up or dissolved, or all or any part of its business, property or assets may be conveyed,
sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions,
to any Credit Party (provided that, prior to a Company Lien Event, a Subsidiary Guarantor
or any Restricted Subsidiary of a Subsidiary Guarantor may not be so liquidated, wound up or
dissolved if its assets are transferred to the Company, nor shall all or any part of the business,
property or assets of a Subsidiary Guarantor or any subsidiary of a Subsidiary Guarantor be
conveyed, sold, leased, transferred or otherwise disposed of to Company), provided, in the
case of such a merger, such Credit Party shall be the continuing or surviving Person, (ii) any
Restricted Subsidiary that is not a Credit Party (other than Aerospace) may be merged into any
other Restricted Subsidiary that is not a Credit Party, and (iii) any Special Purpose Vehicle may
be merged with or into any Credit Party or any Restricted Subsidiary or, subject to compliance with
Section 5.10 and Section 5.13, any Credit Party or any Restricted Subsidiary may be merged with or
into any Special Purpose Vehicle, provided, that, in each case of this clause (iii), such
Credit Party or Restricted Subsidiary, as applicable, shall be the surviving or continuing Person;



               (b) sales or other dispositions of assets (i) that do not constitute Asset Sales, (ii) made to
Company (other than, prior to a Company Lien Event, by a Subsidiary Guarantor or a subsidiary of a
Subsidiary Guarantor) or any other Credit Party or (iii) made to any Restricted Subsidiary that is
not a Credit Party, provided, that only with respect to clause (iii) (1) the consideration
received by Company or any of its Restricted Subsidiaries (provided, that if such sale or
other disposition is made by any Subsidiary Guarantor or any subsidiary thereof, then, prior to a
Company Lien Event, such consideration must be received by a Subsidiary Guarantor or any subsidiary
thereof (other than CIT Funding)) for any assets sold or disposed of to any Restricted Subsidiary
that is not a Credit Party shall be in an amount at least equal to the



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Fair Market Value thereof
and (2) no less than one hundred percent (100%) thereof shall be paid in Cash or Cash Equivalents;



               (c) (i) Asset Sales, provided (1) the consideration received by Company or any of its
Restricted Subsidiaries (provided, that if such sale or other disposition is made by any
Subsidiary Guarantor or any subsidiary thereof, then, prior to a Company Lien Event, such
consideration must be received by a Subsidiary Guarantor or any subsidiary thereof (other than CIT
Funding)) for such assets shall be in an amount at least equal to the Fair Market Value thereof,
(2) no less than eighty-five percent (85%) of the consideration therefor shall be paid in Cash or
Cash Equivalents, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by
Section 2.10(a) and (4) after giving effect to such Asset Sale and application of proceeds
therefrom on a pro forma basis as if such Asset Sale had occurred on the last day of the then most
recent Fiscal Quarter or year for which financial statements have been delivered the Credit Parties
would be in compliance with Section 6.7;



               (d) disposals of damaged, obsolete or worn out property or property that is no longer useful
in the business of Company or any Restricted Subsidiary;



               (e) as long as no Default or Event of Default shall have occurred and be continuing, Permitted
Acquisitions, the aggregate consideration for which constitutes (x) less than $150,000,000 in any
Fiscal Year, and (y) less than $300,000,000 in the aggregate from the Closing Date to the date of
determination;



               (f) Investments made in accordance with Section 6.6 and Restricted Junior Payments made in
accordance with Section 6.4;



               (g) sales or other dispositions of assets constituting Restricted Collateral, provided
that (i) contemporaneously with such sale or other disposition, one or more Affiliates of any
Credit Party that are not Restricted Subsidiaries shall have incurred (x) Indebtedness or other
obligations (as primary obligors) secured by all of such assets and/or (y) operating lease
obligations with respect to such assets, (ii) both before and after giving effect to such sale or
disposition and such incurrence of Indebtedness or lease, no Event of Default shall have occurred
and be continuing and (iii) after giving effect to such sale or disposition and the prepayment of
Term Loans required in connection therewith pursuant to Section 2.10(b) on a pro forma basis as if
such transactions had occurred on the last day of the then most recent Fiscal Quarter, the Credit
Parties would be in compliance with Section 6.7; and provided, further, that any
such sale or other disposition shall cease to be permitted under this clause (g) unless the
Term Loans shall have been prepaid in accordance with Section 2.10(b) in connection therewith as
and when required thereby;



               (h) conveyances, exchanges, sales, funding, transfers, leases and other dispositions,
acquisitions and purchases of property in connection with Ordinary Course of Business;
provided that except with respect to fixed price purchase options under leases entered into
in the Ordinary Course of Business and with respect to dispositions or transfers to an
Owner-Trustee in the Ordinary Course of Business where the transferor retains beneficial ownership
of the property transferred or disposed: (i) for transactions with any Person (other than (x) a
Subsidiary Guarantor or any Wholly-Owned Subsidiary of a Subsidiary Guarantor or (y)



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any Person in
connection with a workout, restructuring or foreclosure in the Ordinary Course of Business), the
consideration received by Company or any of its Restricted Subsidiaries (provided, that if
such sale or other disposition is made by any Subsidiary Guarantor or any subsidiary thereof, then,
prior to a Company Lien Event, such consideration must be received by a Subsidiary Guarantor or any
subsidiary thereof (other than CIT Funding)) in connection with such transactions shall be in an
amount at least equal to the Fair Market Value thereof and (ii) the consideration paid in
connection with such transaction shall not be greater than the Fair Market Value thereof, in each
case, as determined in the good faith business judgment of the Company or applicable Restricted
Subsidiary;



               (i) sale and leaseback transactions permitted by Section 6.10;



               (j) sales, transfers, leases and other dispositions to Company or a Restricted Subsidiary
(other than, in each case, (A) by a Subsidiary Guarantor or a subsidiary of a Subsidiary Guarantor
to a Restricted Subsidiary that is not a subsidiary of a Subsidiary Guarantor and (B) to CIT
Funding); provided that if the seller is a Credit Party, either (i) the buyer shall also be
a Credit Party (other than, prior to a Company Lien Event, Company) or (ii) such sale, transfer or
other disposition is an Investment permitted by Section 6.6;



               (k) leases entered into, to the extent that they do not materially interfere with the business
of Company or any Restricted Subsidiary;



               (l) licenses or sublicenses of intellectual property, to the extent that they do not
materially interfere with the business of Company or any Restricted Subsidiary;



               (m) sales of assets and acquisitions listed on Schedule 6.8(m); provided that the
consideration in respect thereof must be received by Company or any of its Restricted Subsidiaries
(provided, that if such sale or other disposition is made by any Subsidiary Guarantor or
any subsidiary thereof, then, prior to a Company Lien Event, such consideration must be received by
a Subsidiary Guarantor or any subsidiary thereof (other than CIT Funding)) and no less than
eighty-five percent (85%) of the consideration shall be paid in Cash;



               (n) sales of Investments in Care Investment Trust, Inc.; provided that (1) the
consideration received by Company or any of its Restricted Subsidiaries (provided, that if
such sale or other disposition is made by any Subsidiary Guarantor or any subsidiary thereof, then,
prior to a Company Lien Event, such consideration must be received by a Subsidiary Guarantor or any
subsidiary thereof (other than CIT Funding)) for such sale(s) shall be in an amount at least equal
to the Fair Market Value thereof; (2) the Company and Restricted Subsidiaries shall use
commercially reasonable efforts to obtain at least eighty-five percent (85%) of such consideration
in Cash; and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section
2.10(a);



               (o) any Restricted Subsidiary (other than, prior to a Company Lien Event, a Subsidiary
Guarantor that is directly owned by Company) may liquidate or dissolve if Company determines in
good faith that such liquidation or dissolution is in the best interests of Company and is not
materially disadvantageous to the Lenders; provided that if such Restricted



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Subsidiary is a
Credit Party, its immediate parent company shall also be a Credit Party that is a Wholly-Owned
Subsidiary of a Credit Party at the time of such liquidation or dissolution;



               (p) in addition to the foregoing, other sales or dispositions of assets to the extent required
by applicable federal or state law, regulation or other directive; provided that the Net
Asset Sale Proceeds thereof shall be applied as required by Section 2.10(a) if permitted by such
law, regulation or directive; and



               (q) Bank Activities.



               Anything in the foregoing notwithstanding, in no event shall any Credit Party, nor shall it
permit any of its Restricted Subsidiaries to, (i) enter into any transaction of merger or
consolidation with, or convey, sell, lease or sublease (as lessor or sublessor), transfer or
otherwise dispose of, in one transaction or a series of transactions, all or substantially all of
its business, property or fixed assets, or stock or other evidence of beneficial ownership of any
Person, or any division or line of business or other business unit of such Person to CIT Funding,
except in each case (A) pursuant to paragraph (a)(i), paragraph (b) or paragraph (p) of this
Section 6.8 or (B) notwithstanding Section 6.8(a)(i), a merger or consolidation of CIT Funding with
and into Company in which Company is the surviving or continuing Person; (ii) convey, sell,
transfer or otherwise dispose of, in one transaction or a series of transactions, the Funding
Account or any interest therein; or (iii) enter into any transaction of merger or consolidation
with CMS Funding Company LLC or CIT Middle Market Funding, LLC.



     6.9 [Reserved]



     6.10 Sales and Lease Backs. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or
indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any
lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired,
which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other
Person (other than Company or any of its Restricted Subsidiaries) or (b) intends to use for
substantially the same purpose as any other property which has been or is to be sold or transferred
by such Credit Party to any Person (other than Company or any of its Restricted Subsidiaries) in
connection with such lease, in each case other than (x) sale and leaseback transactions entered
into in connection with or related to Ordinary Course of Business (including in respect of
Portfolio Assets) and (y) sale and leaseback transactions in respect of Refinancing Eligible
Equipment.



     6.11 Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) involving aggregate consideration in
excess of $75,000,000 with any holder of five percent (5%) or more of any class of Capital Stock of
Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such
holder, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may
be, than those that might be obtained at arm’s length at the time from a Person who is not such a
holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any
transactions among Subsidiary Guarantors or any transaction with subsidiaries in connection with a
Permitted Debt Refinancing; (b)



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reasonable and customary fees paid to members of the board of
directors (or similar governing body) of Company and its Restricted Subsidiaries; (c) ordinary
course compensation, benefits, retirement and severance arrangements for officers and other
employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers
and other employees of Company; (e) 23A Transactions and other transactions in connection with or
related to Bank Activities or which are otherwise required by applicable law or regulation; (f)
transactions in the Ordinary Course of Business, including transactions relating to ordinary course
cash management and working capital funding arrangements, tax arrangements, and provision of
overhead expenses, securitizations, conduit facilities and other similar transactions, and
transactions related to Portfolio Assets that do not constitute Asset Sales; (g) Restricted Junior
Payments paid in Cash permitted by Section 6.4; (h) Investments permitted under clause (c), (d)
(and corresponding Indebtedness permitted under Section 6.1(c)), (e), (h), (j), (o) and (q) of
Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from)
involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries
(excluding CIT Funding) that are subsidiaries of the Subsidiary Guarantors; (k) any accommodation
lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a
Credit Party entered into in the Ordinary Course of Business; (l) transactions among the Company
and its Restricted Subsidiaries permitted by Section 6.8; (m) ordinary course transactions between
an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such
transactions relate to the operation and
governance of the owner trust; (n) any issuance of Capital Stock (other than Disqualified Capital
Stock) of the Company to Affiliates of the Company (other than Guarantors and their subsidiaries);
(o) transactions with Affiliates in connection with workouts, foreclosures or in connection with
the compromise, resolution or full or partial satisfaction of obligations of trade creditors or
customers in the Ordinary Course of Business; and (p) (i) customary subordinated loan transactions
(whether term or revolving) with finance subsidiaries that are Special Purpose Vehicles or other
subsidiaries in connection with securitizations, conduits or like transactions related to Ordinary
Course of Business to enable such Special Purpose Vehicles or such other subsidiaries to acquire
Portfolio Assets to be transferred to such entities under such transactions; and (ii) customary
limited guaranties of obligations of finance subsidiaries that are Special Purpose Vehicles or
other subsidiaries in connection with securitizations, conduits or like transactions related to
Ordinary Course of Business (including, without limitation, to the extent applicable, performance
guaranties (other than payment obligations with respect to the underlying Indebtedness that exceed
10% of the amount of the Indebtedness) and guaranties consistent with the delivery of a “true
sale”/“absolute transfer” opinion with respect to any transfer by the Company or any Guarantor to
the applicable financing Special Purpose Vehicle, Restricted Subsidiary or other subsidiary.
Except as disclosed in public filings, Company shall disclose in writing each material transaction
with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of
its Restricted Subsidiaries or with any Affiliate of Company (other than Special Purpose Vehicles
of the Company) or of any such holder to Administrative Agent other than Ordinary Course of
Business.



     6.12 Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its
Restricted Subsidiaries to, engage in any business other than the businesses engaged in by such
Credit Party or Restricted Subsidiary (or their subsidiaries) on the Closing Date and any
reasonable extension or evolution of such businesses including, without



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limitation, all business
conducted by banks (retail and commercial), investment banks and any businesses conducted by
Regulated Subsidiaries of any Credit Party.



     6.13 Permitted Activities. Company shall not directly own any assets other than (i) Capital Stock of subsidiaries, (ii)
assets in respect of, relating to or securing Rate Management Transactions, (iii) Cash and Cash
Equivalents and other immaterial assets held in accordance with Ordinary Course of Business
consistent with past practice, and (iv) intellectual property consistent with past practices.
Except for asset-based lending in the Ordinary Course of Business as presently conducted, until
such time as the Receivables Borrowed Amount has been reduced to zero, neither Company nor any of
its Domestic Subsidiaries shall conduct business related to the acquisition, origination, financing
or disposition of trade receivables other than through The CIT Group/Commercial Services, Inc. or
CMS Funding Company LLC.



     6.14 Investments in a Debtor. Anything in Section 6.1 or 6.6 notwithstanding, except for the Capital Stock or other
Investments held therein and Liens thereon, in each case, on the Amendment Agreement
Effective Date, in no event shall any Credit Party, nor shall it permit any of its Restricted
Subsidiaries to, directly or indirectly, during the pendency of any Case with respect to any
Debtor, make or own any Investment in such Debtor or directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any of their respective property or assets of any
kind, whether now owned or hereafter acquired, or any income or profits therefrom, securing
Indebtedness or obligations of a Debtor, in each case, other than pursuant to the terms of the
Interim Cash Management Order (prior to entry of the Final Cash Management Order) or Final Cash
Management Order (after entry of the same).



     6.15 Investments in Regulated Entities. Anything in Section 6.6 notwithstanding, in no event shall any Credit Party, nor shall it permit
any of its Restricted Subsidiaries to, directly or indirectly, on and after the Amendment Agreement
Effective Date make any Investment in CIT Bank or any other Regulated Entity other than (x)
Investments consisting of Cash and Cash Equivalents, (y) Platform Transfers in accordance with
Section 6.22 and (z) Investments in reliance on subclause (B) of Section 6.6(j).



     6.16 Fiscal Year. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to change its
Fiscal Year end from December 31.



     6.17 Permitted Activities of Certain Subsidiaries. Capita International LLC shall not, nor shall any other Credit Party permit it to, at any
time, own any assets or property other than Capital Stock of Foreign Subsidiaries.



     6.18 Amendments to Organizational Documents. No Credit Party shall amend or permit any amendments to any Credit Party’s Organizational
Documents if such amendment, termination, or waiver would be materially adverse to Administrative
Agent or the Lenders.



     6.19 Prepayments of Certain Indebtedness and Payments with Proceeds of Loans or Collateral. No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, retire, cause to
purchase, redeem or retire, forgive, defease or prepay any principal of, premium, if any, interest
or other amount payable in respect of Borrowed Money Indebtedness prior to its scheduled maturity
or pay any cash interest that pursuant to the terms of such Indebtedness may



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be paid in kind in
lieu of in cash, other than (i) the Obligations but only to the extent of payments or prepayments
required or permitted pursuant to this Agreement, and not including any purchase, redemption or
defeasance, (ii) Indebtedness secured by Permitted Liens if the asset securing such Indebtedness
has been sold or otherwise disposed of in accordance with Section 6.8, (iii) Permitted Funding
Indebtedness or other Indebtedness constituting or contained in a Portfolio Asset, (iv) pursuant
to an Approved Restructuring Plan, (v) any prepayment, forgiveness, defeasance, purchase,
redemption or retirement that is permitted under Section 6.4, (vi) Refinancing Eligible Debt and
(vii) Indebtedness permitted under Section 6.1(b), (c) and (w).



     6.20 Issuance of Disqualified Capital Stock. No Credit Party shall issue or sell any Disqualified Capital Stock except as permitted by
Section 6.1, nor shall any Credit Party permit any of its Restricted Subsidiaries to issue or sell
or enter into any agreement or arrangement for the issuance and sale of any shares of its Capital
Stock or any Disqualified Capital Stock to any Person other than a Credit Party.



     6.21 Capital Stock of Subsidiaries. No Credit Party shall permit any of its direct or indirect subsidiaries (i) that is not a
Restricted Subsidiary to own any Capital Stock in any Credit Party or any of its Restricted
Subsidiaries or (ii) that is a Foreign Subsidiary of any Credit Party to own any Capital Stock in a
Domestic Subsidiary of any Credit Party. No Credit Party shall sell or otherwise dispose of any
Capital Stock in a Subsidiary Guarantor if as a result thereof such Subsidiary Guarantor would
cease to constitute a Wholly-Owned Subsidiary of Company, unless such Subsidiary Guarantor as a
result of such sale or other disposition would cease to constitute a subsidiary of Company. No
Subsidiary Guarantor or subsidiary thereof shall, prior to the occurrence of a Company Lien Event,
issue Capital Stock to Company or another Restricted Subsidiary (other than another Subsidiary
Guarantor or subsidiary thereof), provided, that a Subsidiary Guarantor that is directly
owned by Company may issue Capital Stock to Company. No Credit Party shall, nor shall it permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any Capital Stock directly owned by any Credit Party in any of
its Wholly-Owned Subsidiaries, whether now owned or hereafter acquired, except for Liens permitted
under clauses (a) through (e), (o), (s), (u)(A) and (v) and, to the extent relating to any of the
foregoing clauses, clause (hh) of Section 6.2.



     6.22 Platform Asset Transfers Excluded. Notwithstanding anything in this Agreement to the contrary, as long as after giving effect
thereto, no Default or Event of Default would exist and the Credit Parties would be in compliance
on a pro forma basis with Section 6.7 as if such transaction had occurred on the last day of the
then most recent Fiscal Quarter, Company and its Restricted Subsidiaries shall have the right to
cause a Platform or Platforms and related Platform Assets to be contributed to CIT Bank (from a
subsidiary (including a Guarantor) directly or from a subsidiary to the Company and then from the
Company to CIT Bank) without limit or restriction; provided, that prior to any such
transfer and contribution, the board of directors of Company, in consultation with the chief
executive officer of Company, shall have determined such transfer and contribution of any Platform
is in the best interests of Company’s stockholders and would not cause Company to be unable to pay
Indebtedness or related obligations when due. For the avoidance of doubt, such transfers and
contributions shall not constitute Asset Sales or Restricted Junior Payments, and shall not be
subject to the restrictions on Liens or transactions with Affiliates set forth in this Agreement.



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     6.23 TRS Facility Transactions In order to facilitate the effectiveness of the Amended Confirmation regarding the TRS
Facility, Lenders and Agent: (A) expressly permit the amendments effected by the Amended
Confirmation and the amended Guarantee by Company of such confirmation (including without
limitation the payment of the termination fee in an amount not to exceed $300,000,000 and the
additional posting of collateral required thereby) and (B) following the effectiveness of the
Amended Confirmation, expressly permit, as an exception to any representation, warranty,
affirmative or negative covenant obligation or event of default (in each case including relating to
restrictions on Liens or Indebtedness) of CFL, Company or CIT Financial (Barbados) Srl under this
Agreement or any other Credit Document, all payments or transfers of collateral received by Goldman
Sachs International pursuant to the terms of the TRS Facility (as in effect immediately after
giving effect to the Amended Confirmation) or any guaranty thereof, and the performance or
incurrence of all obligations of CFL, Company or CIT Financial (Barbados) Srl (including without
limitation with respect to the present value facility fee under the Amended Confirmation) including
any liens, security interests or rights of setoff in favor of Goldman Sachs International
contemplated by the terms of the TRS Facility (as in effect immediately after giving effect to the
Amended Confirmation).



	 
	SECTION 7.GUARANTY

	 
	7.1 Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably
and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries
the due and punctual payment in full of all Obligations when the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code , 11 U.S.C. §362(a)) (collectively, the “Guaranteed Obligations”).
Notwithstanding any provision to the contrary of this Agreement, of the Collateral Documents, or of
any other Credit Document, it is intended that the Guaranties and the liens and security interests
granted by Guarantors not constitute a “Fraudulent Conveyance”. For purposes hereof, “Fraudulent
Conveyance” means a fraudulent conveyance under section 548 of the Bankruptcy Code or a fraudulent
conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or
fraudulent transfer law or similar law of any state, nation or other governmental unit, as in
effect from time to time. The parties hereto agree that, if the Guaranties or any liens or
security interests would, but for the application of this Section 7.1, constitute a Fraudulent
Conveyance, the Guaranties and each such lien and security interest shall be valid and enforceable
only to the maximum extent that would not cause the Guaranties or such lien or security interest to
constitute a Fraudulent Conveyance.







     7.2 Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing
Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty.
Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a
“Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceed its Fair Share as
of such date, such Funding Guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate
Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to
a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i)
the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the
aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors
multiplied by, (b) the aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations guaranteed. “Fair Share Contribution
Amount” means, with respect to a Contributing Guarantor as of any date of



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determination, the
maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that
would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable
provisions of state law; provided, that solely for purposes of calculating the Fair Share
Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 7.2,
any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of contribution
hereunder shall not be considered as assets or liabilities of such Contributing Guarantor.
“Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of
determination, an amount equal to (1) the aggregate amount of all payments and distributions made
on or before such date by such Contributing Guarantor in respect of this Guaranty (including in
respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before
such date by such Contributing Guarantor from the other Contributing Guarantors as contributions
under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of
the date on which the related payment or distribution is made by the applicable Funding Guarantor.
The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2
shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder.
Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section
7.2.



     7.3 Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the
foregoing and not in limitation of any other right which any Beneficiary may have at law or in
equity against any Guarantor by virtue hereof, that upon the failure of Company to pay any of the
Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that would
become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code,
11 U.S.C. §362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the
unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid
interest on such Guaranteed Obligations (including interest which, but for Company’s becoming the
subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations,
whether or not a claim is allowed against Company for such interest in the related bankruptcy case)
and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.



     7.4 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and
unconditional and shall not be affected by any circumstance which constitutes a legal or
equitable discharge of a guarantor or surety other than payment in full of the Guaranteed
Obligations. In furtherance of the foregoing and without limiting the generality thereof, each
Guarantor agrees as follows:



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               (a) this Guaranty is a guaranty of payment when due and not of collectibility. This Guaranty
is a primary obligation of each Guarantor and not merely a contract of surety;



               (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default
notwithstanding the existence of any dispute between Company and any Beneficiary with respect to
the existence of such Event of Default;



               (c) the obligations of each Guarantor hereunder are independent of the obligations of
Borrowers and the obligations of any other guarantor (including any other Guarantor) of the
obligations of Borrowers, and a separate action or actions may be brought and prosecuted against
such Guarantor whether or not any action is brought against Borrowers or any of such other
guarantors and whether or not a Borrower is joined in any such action or actions;



               (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in
no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed
Obligations which has not been paid; and without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant
to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such
Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the
subject of such suit, and such judgment shall not, except to the extent satisfied by such
Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of
the Guaranteed Obligations;



               (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability hereof or giving rise to any reduction,
limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time
to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise,
release or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the
Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind,
waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation
of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v)
enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in
respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that such Beneficiary may have against any such security, in
each case as such Beneficiary in its discretion may determine consistent herewith or any other
applicable Credit Document, including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable, and even though such action operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor
against Borrowers or any security for the Guaranteed Obligations; and (vi) exercise any other
rights available to it under the Credit Documents; and



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               (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable
and shall not be subject to any reduction, limitation, impairment, discharge or termination for any
reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any
of the following, whether or not any Guarantor shall have had notice or knowledge of any of them:
(i) any failure or omission to assert or enforce or agreement or election not to assert or enforce,
or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or
enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit
Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any
agreement relating thereto, or with respect to any other guaranty of or security for the payment of
the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions relating to events
of default) hereof, any of the other Credit Documents, any agreement or instrument executed
pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case
whether or not in accordance with the terms hereof or such Credit Document, such agreement relating
to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating
thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the
application of payments received from any source (other than payments received pursuant to the
other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except
to the extent such security also serves as collateral for indebtedness other than the Guaranteed
Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any
Beneficiary might have elected to apply such payment to any part or all of the Guaranteed
Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the
corporate structure or existence of Company or any of its Restricted Subsidiaries and to any
corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue
perfection of a security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set offs or counterclaims which Borrowers may allege or assert
against any Beneficiary in respect of the Guaranteed Obligations, including failure of
consideration, breach of warranty, statute of frauds, statute of limitations, accord and
satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act
or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an
obligor in respect of the Guaranteed Obligations.



     7.5 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any
Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against
Borrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any
other Person, (ii) proceed against or exhaust any security held from Borrowers, any such other
guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit
Account or credit on the books of any Beneficiary in favor of Borrowers or any other Person, or
(iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any
defense arising by reason of the incapacity, lack of authority or any disability or other defense
of Borrowers or any other Guarantor including any defense based on or arising out of the lack of
validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument
relating thereto or by reason of the cessation of the liability of Borrowers or any other Guarantor
from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon
any statute or rule of law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more



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burdensome than that of the principal; (d) any defense based upon
any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except
behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal or equitable
discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations
affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set
offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any
Beneficiary protect, secure, perfect or insure any security interest or lien or any property
subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of
dishonor and notices of any action or inaction, including acceptance hereof, notices of default
hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or
modification of the Guaranteed Obligations or any agreement related thereto, notices of any
extension of credit to Borrowers and notices of any of the matters referred to in Section 7.4 and
any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms hereof.



     7.6 Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments
shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect,
that such Guarantor now has or may hereafter have against Borrowers or any other Guarantor or any
of its assets in connection with this Guaranty or the performance by such Guarantor of its
obligations hereunder, in each case whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise and including without limitation (a) any right
of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have
against Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to
participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have
against Borrowers, and (c) any benefit of, and any right to participate in, any collateral or
security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations
shall have been indefeasibly paid in full and the Commitments shall have terminated, each Guarantor
shall withhold exercise of any right of contribution such Guarantor may have against any other
guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right
of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent
the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification
such Guarantor may have against Borrowers or against any collateral or security, and any rights of
contribution such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against Borrowers, to all right, title and
interest any Beneficiary may have
in any such collateral or security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation,
reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations
shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative
Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms hereof.



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     7.7 Subordination of Other Obligations. Any Indebtedness of Borrowers or any Guarantor now or hereafter held by any Guarantor (the
“Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has
occurred and is continuing shall be held in trust for Administrative Agent on behalf of
Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of
Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.



     7.8 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed
Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated.
Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future
transactions giving rise to any Guaranteed Obligations.



     7.9 Authority of Guarantors or Borrowers. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor
or Borrowers or the officers, directors or any agents acting or purporting to act on behalf of any
of them. Notwithstanding any provision of Credit Documents to the contrary (including any
provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of
other overriding language) except as expressly approved by Company, (i) no more than 65% of the
Voting Capital Stock and 100% of the Non-Voting Capital Stock of any Foreign Subsidiary (other than
Aerospace prior to an Aerospace Limited Release) shall be pledged or similarly hypothecated to
guarantee or support any obligation of the Borrowers, (ii) no Foreign Subsidiary shall guarantee or
support any obligation of the Borrowers (except as contemplated by clause (iii) below) and (iii) no
security or similar interest shall be granted in the assets of any Foreign Subsidiary (other than a
pledge or hypothecation by each Foreign Grantor (as defined in the Collateral Agreement) of its
interests in “Foreign Grantor Collateral” (as defined in the Collateral Agreement) or collateral of
a substantially similar scope provided under a Foreign Law Pledge Agreement, which security or
similar interest guarantees or supports any obligation of a Borrower; provided any such
incremental collateral shall not trigger any material tax obligations of the Company or any of its
Restricted Subsidiaries. The parties agree that any pledge, guaranty or security or similar
interest made or granted in contravention of this Section 7.9 shall be void ab initio.



     7.10 Financial Condition of Borrowers. Any Credit Extension may be made to Borrowers or continued from time to time without notice to
or authorization from any Guarantor regardless of the financial or other condition of Borrowers at
the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial
condition of Borrowers. Each Guarantor has adequate means to obtain information from Borrowers on
a continuing basis concerning the financial condition of Borrowers and its ability to perform its
obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and
keeping informed of the financial condition of Borrowers and of all circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes
any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the
business, operations or conditions of Borrowers now known or hereafter known by any Beneficiary.




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     7.11 Bankruptcy, etc.



               (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the
prior written consent of Administrative Agent acting pursuant to the instructions of Requisite
Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or
insolvency case or proceeding against Borrowers or any other Guarantor (other than an Approved
Chapter 11 Case). The obligations of Guarantors hereunder shall not be reduced, limited, impaired,
discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of
Borrowers or any other Guarantor or by any defense which Borrowers or any other Guarantor may have
by reason of the order, decree or decision of any court or administrative body resulting from any
such proceeding.



               (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed
Obligations which accrues after the commencement of any case or proceeding referred to in clause
(a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been
commenced) shall be included in the Guaranteed Obligations because it is the intention of
Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors
pursuant hereto should be determined without regard to any rule of law or order which may relieve
Borrowers of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in
bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person
to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such
interest accruing after the date on which such case or proceeding is commenced.



               (c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrowers,
the obligations of Guarantors hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded
or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or
otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed
Obligations for all purposes hereunder.



     7.12 Discharge of Guaranty Upon Sale of Guarantor.
If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder
shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with
the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as
the case may be, hereunder shall automatically be discharged and released without any further
action by any Beneficiary or any other Person effective as of the time of such asset sale or other
disposition.



     7.13 Taxes. The provisions of Section 2.16 shall apply, mutatis mutandi, to the Guarantors
and payments thereby.



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     SECTION
8. EVENTS OF DEFAULT



     8.1 Events of Default. If any one or more of the following conditions or events shall occur:



               (a) Failure to Make Payments When Due. Failure by Borrowers to pay (i) when due the
principal of and premium, if any, on any Loan whether at stated maturity, by acceleration or
otherwise; (ii) when due any installment of principal of any Loan, by mandatory prepayment or
otherwise; or (iii) within three (3) Business Days of the date due any interest on any Loan or any
fee or any other amount due hereunder.



               (b) Default in Other Agreements. (i) Failure of any Credit Party or any of their
respective Restricted Subsidiaries to pay when due any principal of or interest on or any other
amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to
in Section 8.1(a)) in an aggregate principal amount of $100,000,000 or more, in each case beyond
the grace period, if any, provided therefor; or (ii) breach or default by any Credit
Party or any of their respective Restricted Subsidiaries with respect to any other material
term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts
referred to in clause (i) above, or (2) any loan agreement, mortgage, indenture or other agreement
relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided
therefor, if the effect of such breach or default is to cause, or to permit the holder or holders
of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, that
Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or
redeemable) or to require the prepayment, redemption, repurchase or defeasance of, or to cause
Company or any of its Restricted Subsidiaries to make any offer to prepay, redeem, repurchase or
defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be; provided that no Event of Default shall arise under this
Section 8.1(b) due to any such breach or default solely resulting from an Approved Chapter 11 Case
or emergence of any debtor from such Approved Chapter 11 Case, in each case, in accordance with the
Approved Restructuring Plan; or



               (c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply
with any term or condition contained in Section 5.1 (unless no time period is specified therefor),
Section 5.2, Section 5.5, Section 5.14 (other than clause (a) thereof), Section 5.17, Section 5.19,
Section 5.20, Section 5.21, or Section 6; or



               (d) Breach of Representations, etc. Any representation, warranty, certification or
other statement made or deemed made by any Credit Party in any Credit Document or in any statement
or certificate at any time given by any Credit Party or any of its Restricted Subsidiaries in
writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any
material respect as of the date made or deemed made; or



               (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the
performance of or compliance with any term contained herein or any of the other Credit Documents,
other than any such term referred to in any other Section of this Section 8.1, and such default
shall not have been remedied or waived within thirty (30) days after the earlier



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of (i) an officer
of such Credit Party becoming aware of such default, or (ii) receipt by Company of notice from
Administrative Agent or any Lender of such default; or



               (f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent
jurisdiction shall enter a decree or order for relief in respect of Company or any other Credit
Party or any other Significant Subsidiary in an involuntary case under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency, reorganization, liquidation or similar law now or
hereafter in effect, which decree or order is not stayed; or any other similar relief shall be
granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced
against Company or any other Credit Party or any other Significant Subsidiary under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency, reorganization, liquidation or similar
law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises
for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer
having similar powers over Company or any other Credit Party or any other Significant Subsidiary,
or over all or a substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other custodian of Company
or any other Credit Party or any other
Significant Subsidiary for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any substantial part of the
property of Company or any other Credit Party or any other Significant Subsidiary, and any such
event described in this clause (ii) shall continue for sixty (60) days without having been
dismissed, bonded or discharged; or



               (g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Company or any other
Credit Party or any other Significant Subsidiary shall seek to have an order for relief entered
with respect to it or shall commence a voluntary case under the Bankruptcy Code (other than an
Approved Chapter 11 Case) or under any other applicable bankruptcy, insolvency, reorganization,
liquidation or similar law now or hereafter in effect, or shall consent to the entry of an order
for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case,
under any such law, or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or Company or any other
Credit Party or any other Significant Subsidiary shall make any assignment for the benefit of
creditors; or (ii) Company or any other Credit Party or any other Significant Subsidiary shall be
unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such
debts become due; or the board of directors (or similar governing body) of Company or any other
Credit Party or any other Significant Subsidiary (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions referred to herein or in
Section 8.1(f); or (iii) a previously Approved Chapter 11 Case shall cease to constitute an
Approved Chapter 11 Case; or



               (h) Claims, Judgments and Attachments. (i) Any money judgment, writ or warrant of
attachment or similar process involving in the aggregate at any time an amount in excess of
$100,000,000 (in either case to the extent not fully covered by insurance (less any deductible) as
to which a solvent and unaffiliated third party insurance company has acknowledged coverage) shall
be entered or filed against Company or any of its Restricted Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of
thirty (30) days (or in any event later than the date that



133









 







enforcement proceedings shall have been
commenced by any creditor upon such judgment order or five (5) days prior to the date of any
proposed sale thereunder) or (ii) the Bankruptcy Court shall enter an order or orders granting
relief from the automatic state applicable under Section 362 of the Bankruptcy Code to the holder
or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of
foreclosure or the like) on any assets of the Debtors which have a value in excess of $100,000,000
in the aggregate; or



               (i) Dissolution. Any order, judgment or decree shall be entered against any Credit
Party decreeing the dissolution or split up of such Credit Party and such order shall remain
undischarged or unstayed for a period in excess of thirty (30) days; or



               (j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which
individually or in the aggregate results in or might reasonably be expected to result in liability
of Company, any of its subsidiaries or any of their respective ERISA Affiliates in excess of
$100,000,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably
could be expected to result in the imposition of a Lien or security interest under Section
401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA; or



               (k) Change of Control. A Change of Control shall occur; or



               (l) Guaranties, Collateral Documents and other Credit Documents. At any time after
the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in
full of all Obligations, shall cease to be in full force and effect in any material respect (other
than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall
repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be
in full force and effect (other than by reason of a release of Collateral in accordance with the
terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms
hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to
have a valid and perfected Lien in any Collateral purported to be covered by the Collateral
Documents with the priority required by the relevant Collateral Document having a value in excess
of $50,000,000 in the aggregate, in each case for any reason other than the failure of Collateral
Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall
contest (or, if any Cases are pending, the Company or any of its subsidiaries shall contest or
support any other Person contesting) the validity or enforceability of any Credit Document in any
material respect in writing or deny in writing that it has any further liability, including with
respect to future advances by Lenders, under any Credit Document to which it is a party; or



               (m) Events during Approved Chapter 11 Case. (i) An order of the Bankruptcy Court or
any other court shall be entered reversing, vacating, supplementing, staying for a period in excess
of 10 days, or amending or otherwise modifying without the written consent of the Lenders Steering
Committee, any provision of the Interim Cash Management Order (prior to entry of the Final Cash
Management Order) or the Final Cash Management Order (after entry of the same); (ii) an order of
the Bankruptcy Court or any other court shall be entered to permit any administrative expense or
any claim to have administrative priority as to any of the Debtors or a lien against any assets of
the Debtors, equal or superior to the priority of intercompany liens and claims granted pursuant to
the Interim Cash Management Order (prior to entry of the Final Cash Management Order) or the Final
Cash Management Order (after entry of the same), except for any administrative priority claims in
respect of Indebtedness arising under the New L/C Facility permitted under Section 6.1(b) and Liens
securing such Indebtedness to the extent permitted under Section 6.2(w); (iii) any provision of the
Interim Cash Management Order (prior to entry of the Final Cash Management Order) or the Final Cash
Management Order (after entry of the same) shall for any reason cease to be valid or binding or
enforceable against any Debtor or any Debtor shall so state in writing; or the Company or any of
its subsidiaries shall commence or join any legal proceeding to contest in any manner that the
Interim Cash Management Order (prior to



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entry of the Final Cash Management Order) or the Final Cash
Management Order (after entry of the same) constitutes a valid and enforceable agreement of any
Debtor; (iv) the Company or any of its subsidiaries shall file, or shall support any other
Person’s, motion or action to challenge the validity and enforceability of, or the priority of
liens and claims granted pursuant to, the Interim Cash Management Order (prior to entry of the
Final Cash Management Order) or the Final Cash Management Order (after entry of the same); (v) any
Debtor makes a payment of any pre-Petition Date obligations other than authorized by the Bankruptcy
Court in accordance with “first day” orders in form and substance satisfactory to the Lenders
Steering Committee entered in the Approved Chapter 11 Cases or orders of the Bankruptcy Court
entered with the consent of (or non-objection by the Administrative Agent and
the Lenders Steering Committee), (vi) unless otherwise agreed in writing by the Lenders
Steering Committee, the Company or any of its subsidiaries shall file any motion or application
seeking authority to implement or continue any cash management system, use cash collateral, incur
postpetition financing or grant any superpriority claim or postpetition lien, except for any such
motion or application relating to Indebtedness arising under the New L/C Facility permitted under
Section 6.1(b) and Liens securing such Indebtedness to the extent permitted under Section 6.2(w),
(vii) the Administrative Agent and the Lenders Steering Committee shall not have received (A) by
the third day after the Petition Date (or such later date as agreed by the Lenders Steering
Committee), evidence of approval by the Bankruptcy Court of the Interim Cash Management Order, or
(B) by the twenty-fifth day after the Petition Date (or such later dates as agreed by the Lenders
Steering Committee), evidence of approval by the Bankruptcy Court of the Final Cash Management
Order, (viii) the Company or any of its subsidiaries shall file, or make any application to the
Bankruptcy Court to seek authority to file or shall support any other Person’s motion or action
seeking authority to file, any plan of reorganization or liquidation that is not an Approved
Restructuring Plan, (ix) an order confirming the Approved Chapter 11 Case shall not provide for the
reinstatement, without modification, of all Obligations of the Debtors in accordance with Section
10.31 or otherwise fails to be in form and substance satisfactory to the Lenders Steering
Committee, (x) any of the Cases shall be dismissed or converted to a case under Chapter 7 of the
Bankruptcy Code or the Company or any of its subsidiaries shall file a motion or other pleading
seeking the dismissal of any of the Cases under Section 1112 of the Bankruptcy Code or otherwise,
or (xi) a trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code, a responsible officer or an
examiner with enlarged powers relating to the operation of the business (powers beyond those set
forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy
Code shall be appointed in any of the Cases and the order appointing such trustee, responsible
officer or examiner shall not be reversed or vacated within thirty-five (35) days after the entry
thereof.


THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with
respect to a Borrower, automatically, and (2) upon the occurrence of any other Event of


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Default,
upon notice to Borrowers by the Administrative Agent (which may be given at its election or at the
direction of the Requisite Lenders) with respect to any or all of the following, (A) the
Commitments, if any, of each Lender having such Commitments shall immediately terminate; (B) each
of the following shall immediately become due and payable, in each case without presentment,
demand, protest or other requirements of any kind, all of which are hereby expressly waived by each
Credit Party: (I) the fees, expenses, indemnities and other amounts (including fees, charges and
disbursements of counsel) then due to the Collateral Agent, the Administrative Agent and Secured
Parties, including without limitation, amounts payable under Sections 2.12, 2.14., 2.15, 2.16 and
10.2, (II) the unpaid principal amount of and accrued interest on the Loans, and (III) all other
Obligations; (C) Administrative Agent may, and upon the written direction of the Requisite Lenders
shall, cause Collateral Agent to enforce any and all Liens and security interests created pursuant
to Collateral Documents; and (D) Administrative Agent may, at its election, and upon the written
direction of the Requisite Lenders shall, immediately convert any or all LIBOR Rate Loans then
outstanding into Base Rate Loans (it being understood that Borrowers shall be liable for any
amounts payable under Section 2.14(c) in connection with such conversion).




     SECTION 9. AGENTS



     9.1 Appointment of Agents. Banc of America Securities LLC and Citigroup Global Markets Inc. are hereby appointed the
Arrangers hereunder, and each Lender hereby authorizes Banc of America Securities LLC and Citigroup
Global Markets Inc. to act as the Arrangers in accordance with the terms hereof and the other
Credit Documents. Bank of America, N.A. is hereby appointed the Administrative Agent and the
Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes
Bank of America, N.A. to act as the Administrative Agent and as the Collateral Agent in accordance
with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its
capacity as such upon the express conditions contained herein and the other Credit Documents, as
applicable. The provisions of this Section 9 (other than as expressly provided herein) are solely
for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third
party beneficiary of any of the provisions of this Section 9 (other than as expressly provided
herein). Notwithstanding any other provision of this Agreement or any provision of any other
Credit Document, each Arranger is named as such for recognition purposes only, and in their
respective capacities as such shall have no duties, responsibilities or liabilities with respect to
this Agreement or any other Credit Document; it being understood and agreed that each Arranger
shall be entitled to all exculpatory provisions and indemnification and reimbursement rights in
favor of the Agents provided herein and in the other Credit Documents and all of the other benefits
of this Section 9 (notwithstanding, for the avoidance of doubt, whether or not the Arrangers are
specifically referenced in connection with the enumeration of such rights or benefits). Without
limitation of the foregoing, no Arranger shall, by reason of this Agreement or any other Credit
Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other
Person.



     9.2 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to
exercise such powers, rights and remedies hereunder and under the other Credit Documents as are
specifically delegated or granted to such Agent by the



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terms hereof and thereof, together with such
powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those
duties and responsibilities that are expressly specified herein and the other Credit Documents.
Each Agent may exercise such powers, rights and remedies and perform such duties by or through its
agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a
fiduciary relationship or other implied duties in respect of any Lender; and nothing herein or any
of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except
as expressly set forth herein or therein. Without limiting the generality of the foregoing
sentence, the use of the term “agent” in this Agreement and in the other Credit Documents with
reference to any Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under the agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.



     9.3 General Immunity.



               (a) No Responsibility for Certain Matters. No Agent shall be responsible to any
Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or in any financial or
other statements, instruments, reports or certificates or any other documents furnished or made by
any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in
connection with the Credit Documents and the transactions contemplated thereby or for the financial
condition or business affairs of any Credit Party or any other Person liable for the payment of any
Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements contained in any of
the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or
possible existence of any Event of Default or Default or as to the value, sufficiency or perfection
of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere
herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or
to inspect the properties, books or records of Company or any of its subsidiaries or to make any
disclosures with respect to the foregoing. No requirement in any Credit Document for a Credit
Party to provide evidence, opinion, information, documentation or other material requested or
required by an Agent shall be construed to mean that such Agent has any responsibility to request
or require such evidence, opinion, information, documentation or other material. Anything
contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding Loans.



               (b) Exculpatory Provisions. No Agent or Arranger nor any of their officers, partners,
directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted
by any Agent or Arranger (A) under or in connection with any of the Credit Documents except to the
extent caused by such Agent’s or Arranger’s gross negligence or willful misconduct, as determined
by a final, non-appealable judgment of a court of competent jurisdiction or (B) with the consent or
at the request of the Requisite Lenders (or, if so specified by this Agreement, all Lenders or any
other instructing group of Lenders specified by this



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Agreement) or (ii) for any failure of any
Credit Party to perform its obligations under this Agreement or any other Credit Document. No
Agent or Arranger shall, except as expressly set forth herein and in the other Credit Documents,
have any duty to disclose or be liable for the failure to disclose, any information relating to
Company or any of its Affiliates that is communicated to or obtained by such Agent or Arranger or
any of their Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or
the taking of any action (including the failure to take an action) in connection herewith or any of
the other Credit Documents or from the exercise of any power, discretion or authority vested in it
hereunder or thereunder unless and until such Agent shall have received instructions in respect
thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions
under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other
Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain
from acting, or to exercise such power, discretion or authority, in accordance with such
instructions and shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose such Agent to liability or that is contrary to any Credit Document or
applicable law. Without
prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any communication, instrument or document believed by it
to be genuine and correct and to have been signed or sent by the proper Person or Persons, and
shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys
(who may be attorneys for Company and its subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever
against any Agent as a result of such Agent acting or (where so instructed) refraining from acting
hereunder or any of the other Credit Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).



               (c) Notice of Default. No Agent shall be deemed to have knowledge of any Default or
Event of Default, and until written notice describing such Default or Event of Default is given to
such Agent by a Credit Party or a Lender. In the event that the Administrative Agent shall receive
such a notice, the Administrative Agent shall give notice thereof to the Lenders, provided
that failure to give such notice shall not result in any liability on the part of the
Administrative Agent.



               (d) No Lender shall assert, and each Lender hereby waives, any claim against any Agent,
including any predecessor agent, its sub-agents and their respective Affiliates in respect of any
action taken or omitted to be taken by any of them, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement, any other Credit Document or any
agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof.



               (e) No provision of this Agreement, any other Credit Document or any agreement or instrument
contemplated hereby or thereby, the transactions contemplated hereby or thereby shall require any
Agent to: (i) expend or risk its own funds or provide indemnities in the performance of any of its
duties hereunder or the exercise of any of its rights or power, or (ii) otherwise incur any
financial liability in the performance of its duties hereunder or the exercise of any of its rights
or power, except for such expense, indemnity or liability, if any, arising out of such Agent’s
gross negligence or willful misconduct in the performance of its duties hereunder



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or under any
other Credit Document, as determined by a judgment of a court of competent jurisdiction.



               (f) No Agent, including any predecessor agent, its sub-agents and their respective Affiliates,
shall be responsible for any action taken or omitted to be taken by such Agent with respect to (i)
perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted
under this Agreement, any other Credit Document or any agreement or instrument contemplated hereby
or thereby, (ii) the filing, re-filing, recording, re-recording or continuing of any document,
financing statement, mortgage, assignment, notice, instrument of further assurance or other
instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or
preserving insurance on or the payment of taxes with respect to any of the Collateral. The actions
described in items (i) through (iii) shall be the sole responsibility of the Credit Parties.



               (g) No Agent shall be required to qualify in any jurisdiction in which it is not presently
qualified to perform its obligations as Agent.



     9.4 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its Loans, each Agent shall have the same rights and powers hereunder in its
capacity as a Lender as any other Lender and may exercise the same as if it were not performing the
duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its
Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any
kind of banking, trust, financial advisory or other business with Company or any of its Affiliates
as if it were not performing the duties specified herein, and may accept fees and other
consideration from the Borrowers for services in connection herewith and otherwise without having
to account for the same to Lenders. The Lenders acknowledge that pursuant to such activities, the
Agents or their Affiliates may receive information regarding any Credit Party or any Affiliate of
any Credit Party (including information that may be subject to confidentiality obligations in favor
of such Credit Party or such Affiliate) and acknowledge that the Agents and their Affiliates shall
be under no obligation to provide such information to them. In addition, pursuant to such
activities, the Agents or their Affiliates may have economic interests that could conflict with the
Lenders.



     9.5 Lenders’ Representations, Warranties and Acknowledgment.



               (a) Each Lender represents and warrants that it has made its own independent investigation of
the financial condition and affairs of Company and its subsidiaries in connection with Credit
Extensions hereunder and that it has made and shall continue to make its own appraisal of the
creditworthiness of Company and its subsidiaries. No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any such appraisal on
behalf of Lenders or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at any time or times
thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders. Each Lender agrees that it will not claim
that any Lender has rendered advisory services of any nature



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or respect or owes a fiduciary
or similar duty to any Lender in connection with this Agreement or the transactions contemplated
hereby.



               (b) Each Lender, by delivering its signature page to an Assignment Agreement or a Joinder
Agreement or by the funding of any Term Loans, shall be deemed to have (i) acknowledged receipt of,
and consented to and approved, each Credit Document and each other document required to be approved
by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of
funding of such Term Loans, and (ii) specifically consented to and acknowledged Section 9.11.



               (c) Each Lender represents and warrants that, as of the Closing Date, the date hereof, or such
later date on which such Lender delivers a signature page to an Assignment Agreement or a Joinder
Agreement, the Borrowers have provided such Lender with adequate access to financial and other
information concerning Company and its subsidiaries and such
Lender has been able to obtain from the Borrowers any additional information necessary to make
an informed decision regarding the creditworthiness of the Borrowers and their subsidiaries.



     9.6 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to
the extent that such Agent shall not have been reimbursed by any Credit Party (and without limiting
its obligation to do so), for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing its duties hereunder
or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating
to or arising out of this Agreement or the other Credit Documents (including such amounts resulting
from an Agent’s failure for any reason to properly withhold any Taxes attributable to any Lender);
provided, that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable
judgment of a court of competent jurisdiction (it being understood that failure to withhold any
Taxes (other than in respect of payments of interest) shall be deemed not to be gross negligence or
willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion
of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, that in no event shall this sentence require any Lender to indemnify
any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided,
further, that this sentence shall not be deemed to require any Lender to indemnify
any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement described in the proviso in the immediately preceding sentence.



     9.7 Successor Administrative Agent; Collateral Agent.



               (a) Administrative Agent shall have the right to resign at any time by giving prior written
notice thereof to the Lenders and Company and Administrative Agent or the Collateral Agent may be
removed at any time after such notice of resignation from the



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Administrative Agent by an instrument
or concurrent instruments in writing delivered to Company and Administrative Agent and signed by
Requisite Lenders. The Administrative Agent shall have the right, but not the obligation, to
appoint a financial institution to act as Administrative Agent and/or the Collateral Agent
hereunder, subject to the reasonable satisfaction of the Requisite Lenders and, so long as no
Default or Event of Default shall have occurred and be continuing, Company (such consent by Company
not to be unreasonably withheld, conditioned or delayed, it being understood that Company will be
deemed to have provided such consent in the event that it shall have failed to respond to a consent
request made in writing and delivered in accordance with Section 10.1 within 30 days of such
delivery). If Administrative Agent provides notice of its resignation, Administrative Agent’s
resignation shall become effective on the 10th Business Day after such notice of resignation. Upon
any such notice of resignation or any such removal, if a successor Administrative Agent has not
already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the
right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent,
subject to, so long as no Default or Event of Default shall have occurred and be continuing,
the consent of the Company to such appointment (such consent by Company not to be unreasonably
withheld, conditioned or delayed, it being understood that Company will be deemed to have provided
such consent in the event that it shall have failed to respond to a consent request made in writing
and delivered in accordance with Section 10.1 within 30 days of such delivery). If neither
Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, then
the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent; provided, that until a
successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent,
Administrative Agent, by notice to Company and Requisite Lenders, may, but is not required to,
retain its role as the Collateral Agent under any Collateral Document. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the
retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such
successor Collateral Agent all sums, Securities and other items of Collateral held under the
Collateral Documents, together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Collateral Agent under the Credit
Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to
financing statements, and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Collateral Agent of the security interests created under the
Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from
its duties and obligations hereunder. Except as provided above, any resignation or removal of Bank
of America, N.A. or its successor as Administrative Agent pursuant to this Section shall also
constitute the resignation or removal of Bank of America, N.A. or its successor as the Collateral
Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower and such successor.
After any retiring or removed Administrative Agent’s resignation or removal hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor
Administrative Agent appointed pursuant to this Section 9 shall, upon its acceptance of such
appointment,



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become the successor Collateral Agent for all purposes hereunder. If Bank of America,
N.A. or its successor as Administrative Agent pursuant to this Section has resigned as
Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent
has become the Collateral Agent pursuant to the immediately preceding sentence, Bank of America,
N.A. or its successor may resign as the Collateral Agent upon thirty (30) days’ prior written
notice to Company and Lenders.



               (b) In addition to the foregoing, the Collateral Agent may resign at any time by giving thirty
(30) days’ prior written notice thereof to Lenders and the Grantors. Administrative Agent shall
have the right to appoint a financial institution as the Collateral Agent hereunder, subject to the
consent of the Requisite Lenders (not to be unreasonably withheld) and, so long as no Default or
Event of Default shall have occurred and be continuing, of Company (such consent by Company not to
be unreasonably withheld, conditioned or delayed, it being understood that Company will be deemed
to have provided such consent in the event that it shall have failed to respond to a consent
request made in writing and delivered in accordance
with Section 10.1 within 30 days of such delivery) and the Collateral Agent’s resignation
shall become effective on the earlier of (i) the acceptance of such successor Collateral Agent by
the Requisite Lenders or (ii) the 30th day after such notice of resignation. Requisite Lenders
shall have the right, upon five (5) Business Days’ notice to Administrative Agent, to appoint a
successor Collateral Agent, subject to, so long as no Default or Event of Default shall have
occurred and be continuing, the consent of Company to such appointment (such consent by Company not
to be unreasonably withheld, conditioned or delayed, it being understood that Company will be
deemed to have provided such consent in the event that it shall have failed to respond to a consent
request made in writing and delivered in accordance with Section 10.1 within 30 days of such
delivery). Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor
Collateral Agent, that the successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent
under this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent
under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums,
Securities and other items of Collateral held hereunder or under the Collateral Documents, together
with all records and other documents necessary or appropriate in connection with the performance of
the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and
(ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of
such amendments to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Collateral Agent of the security
interests created under the Collateral Documents, whereupon such retiring or removed Collateral
Agent shall be discharged from its duties and obligations under this Agreement and the Collateral
Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder as
the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to
its benefit as to any actions taken or omitted to be taken by it under this Agreement or the
Collateral Documents while it was the Collateral Agent hereunder.



               (c) Delegation of Duties. Each of the Administrative Agent and the Collateral Agent
may perform any and all of its duties and exercise its rights and powers under this Agreement or
under any other Credit Document by or through any one or more sub-agents appointed by it. Each of
the Administrative Agent, the Collateral Agent and any such sub-agent



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may perform any and all of
its duties and exercise its rights and powers by or through their respective Affiliates. The
exculpatory, indemnification and other provisions of this Section 9.7(c) and of Section 9.6 shall
apply to any of the Affiliates of the Administrative Agent or the Collateral Agent and shall apply
to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as the Administrative Agent or Collateral Agent, as applicable.
All of the rights, benefits, and privileges (including the exculpatory and indemnification
provisions) of this Section 9.7(c) and of Section 9.6 shall apply to any such sub-agent and to the
Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if
such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary,
with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a
third party beneficiary under this Agreement with respect to all such rights, benefits and
privileges (including exculpatory rights and rights to indemnification) and shall have all of the
rights and benefits of a third party beneficiary, including an independent right of action to
enforce such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any
other Person, against any or all of Credit Parties and the Lenders, (ii) such rights, benefits
and privileges (including exculpatory rights and rights to indemnification) shall not be modified
or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have
obligations to the Administrative Agent and not to any Credit Party, Lender or any other Person and
no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a
third party beneficiary or otherwise, against such sub-agent.



     9.8 Reserved.



     9.9 Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or other applicable law or
any other judicial proceeding relative to Company, the Administrative Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on Company) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid
in respect of the Loans and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the Lenders and the other
Secured Parties (including fees, disbursements and other expenses of counsel) allowed in such
judicial proceeding and (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same. Any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender and other Secured Party to make such payments to the
Administrative Agent. Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or other Secured Party
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the
rights of any Lender or other Secured Party to authorize the Administrative Agent to vote in
respect of the claim of such Person or in any such proceeding.



     9.10 Arrangers. Except as otherwise set forth herein, any arrangers shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement (or any other Credit Document) other than
those applicable to all Lenders as such. Without limiting the



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foregoing, any such arranger shall
not have or be deemed to have any fiduciary relationship with any other Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any arranger in deciding to enter into
this Agreement and each other Credit Document to which it is a party or in taking or not taking
action hereunder or thereunder.



     9.11 Lenders Steering Committee.



               (a) The “Lenders Steering Committee” shall be a committee which shall initially consist of the
six members identified on Schedule 9.11 hereof, and shall from time to time include Persons that
become a member of the Lenders Steering Committee pursuant to this Section 9.11 (each a “Steering
Lender”) and shall not include any other Person, except as set forth below.



               (b) Any additional Person may be added to the Lenders Steering Committee with the consent of
not fewer than a majority of the existing Steering Lenders,
provided that such additional Person (together with its affiliates) holds (i) Exposure
of not less than $100,000,000 in principal amount of the Loans and (ii) not less than $250,000,000
in aggregate principal amount of bond Indebtedness of Company, after which such Person shall
constitute a “Steering Lender” for all purposes hereunder (each of the foregoing (i) and (ii)
together, the “Initial Eligibility Criteria”); provided, however, that in no event
shall the aggregate number of members of the Lenders Steering Committee at any time exceed seven
(7) members.



               (c) Any Steering Lender may resign from the Lenders Steering Committee at any time, and any
member of the Lenders Steering Committee that, at any time, ceases to meet each of the Continuing
Eligibility Criteria (as defined below) other than solely as a result of tendering into the Tender
Offer will automatically be deemed to have resigned from the Lenders Steering Committee. As used
herein, “Continuing Eligibility Criteria” means, with respect to any Steering Lender, (i) that such
Steering Lender (or its affiliates) holds Exposure of not less than $100,000,000 in principal
amount of the Loans and (ii) that such Steering Lender (together with its affiliates) retains
ownership of at least 50.0% of the aggregate bond Indebtedness of Company (other than Loans) that
such Steering Lender and its affiliates held as of the date that such Steering Lender became a
member of the Lenders Steering Committee.



               (d) In the event of the resignation or deemed resignation of any Steering Lender from the
Lenders Steering Committee, a majority in number of the remaining Steering Lenders may select a
replacement member, provided that such replacement member meets the Initial Eligibility
Criteria. If at any time there are no members of the Lenders Steering Committee, the Requisite
Lenders shall be granted the approval rights of the Lenders Steering Committee in this Agreement.



               (e) Any consent, right, remedy or other action reserved to the Lenders Steering Committee in
this Agreement or any other Credit Document shall be exercisable by the majority vote of the
Steering Lenders (on an unweighted basis, irrespective of the principal amount of Loans or any
other Indebtedness of Company held by any such Steering Lender), and the parties hereto shall be
entitled to rely upon any written consent or other document executed



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by such majority and delivered
to Agents as binding on the Lenders Steering Committee as a whole and all Lenders.



               (f) The Approved Restructuring Plan shall not require Company or any of its subsidiaries to
engage in any asset sale or other transaction specifically with any Steering Lender or its
affiliates, it being understood that, (i) the Approved Restructuring Plan may include asset sales
and no Steering Lender shall, solely by virtue of being a Steering Lender, be prohibited from
bidding on any applicable assets and (ii) the Approved Restructuring Plan may include transactions
in which Steering Lenders may participate in their capacities as holders of Indebtedness of Company
to be restructured pursuant to such plan.



               (g) The role of the Lenders Steering Committee shall be limited to the rights and
responsibilities specifically identified to the Lenders Steering Committee in this Agreement,
including without limitation the following: (i) to approve changes to the Approved Restructuring
Plan; (ii) to approve various transactions set forth in Section 2.21 regarding the
establishment of Tranche 2 Term Loan Commitments; (iii) to approve the Interim Cash Management
Order, the Final Cash Management Order and take other actions with respect to relief sought by the
Debtors pursuant to Section 8.1(m), (iv) to extend certain time periods by which the Interim Cash
Management Order and the Final Cash Management Order must be approved by the Bankruptcy Court, and
(v) to agree with the Company on the terms and scope of any Lien on assets of the Company in
accordance with Section 5.20 and consent to various proceedings as described in Section 5.20 and
5.21.



               (h) Neither the Lenders Steering Committee nor any member thereof shall have or be deemed to
have, by reason hereof or any of the other Credit Documents, a fiduciary relationship or any other
duties, express or implied, in respect of any Lender; and nothing herein or any of the other Credit
Documents, expressed or implied, is intended to or shall be so construed as to impose upon the
Lenders Steering Committee or any member thereof any obligations in respect hereof or any of the
other Credit Documents except as expressly set forth herein or therein.



               (i) Neither the Lenders Steering Committee nor any member thereof nor any of their respective
Affiliates and their respective officers, partners, directors, shareholders, trustees, employees,
representatives, agents, advisors and attorneys of any member of the Lenders Steering Committee
shall be liable to the Lenders for any action taken or omitted by the Lenders Steering Committee
except to the extent caused by the Lenders Steering Committee’s gross negligence or willful
misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
Neither the Lenders Steering Committee nor any member thereof shall, except as expressly set forth
herein and in the other Credit Documents, have any duty to disclose or be liable for the failure to
disclose, any information relating to Company or any of its Affiliates that is communicated to or
obtained by the Lenders Steering Committee or any Affiliates of any member of the Lenders Steering
Committee in any capacity.



               (j) Administrative Agent shall be entitled to conclusively rely on any notice provided to
Administrative Agent regarding the composition of the Lenders Steering Committee, and shall have no
responsibility for ascertaining or confirming whether the



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requirements of this Section 9.11 have
been met or as to the composition of the Lenders Steering Committee.



     SECTION 10. MISCELLANEOUS



     10.1 Notices.



               (a) Unless otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given to a Credit Party or an Agent, shall be sent to such Person’s
address as set forth on Appendix A or in the other relevant Credit Document, and in the case of any
Lender, the address as indicated on Appendix A or otherwise indicated to Administrative Agent in
writing. Each notice hereunder shall be in writing and may be personally served, telexed or sent
by telecopy or United States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service and signed for against receipt thereof, upon receipt of
telecopy or telex, or three Business Days after
depositing it in the United States mail with postage prepaid and properly addressed;
provided, no notice to any Agent shall be effective until received by such Agent.



               (b) Electronic Communications.




               (i) Notices and other communications to Lenders hereunder may be delivered or furnished by
Approved Electronic Communication (including e-mail and Internet or intranet websites, including
the Information Platform) pursuant to procedures approved by the Administrative Agent;
provided, that the foregoing shall not apply to notices to any Lender pursuant to
Section 2 if such Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Section by electronic communication. The Administrative Agent or Company
may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided,
further, that approval of such procedures may be limited to particular notices or
communications. Unless the Administrative Agent otherwise prescribes, (x) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided, that
if such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of
business on the next Business Day for the recipient and (y) notices or communications posted to
an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (x) of notification that
such notice or communication is available and identifying the website address therefor.




               (ii) Each Credit Party understands that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated
with such distribution and agrees and assumes the risks associated with such electronic
distribution, except to the extent caused by the gross negligence or willful



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misconduct of the
Administrative Agent, as determined by a final, non-appealable judgment of a court of competent
jurisdiction.




               (iii) The Information Platform and any Approved Electronic Communications are provided “as
is” and “as available”. None of the Agents nor any of their respective officers, directors,
employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy,
adequacy, or completeness of the Approved Electronic Communications or the Information Platform
and each expressly disclaims liability for errors or omissions in the Information Platform and
the Approved Electronic Communications. No warranty of any kind, express, implied or statutory,
including any warranty of merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects is made by the Agent Affiliates
in connection with the Information Platform or the Approved Electronic Communications. Each
party hereto agrees that no Agent has any responsibility for maintaining or providing any
equipment, software, services or any testing required in connection with any Approved Electronic
Communication or otherwise required for the Information Platform. In no event shall any Agent
nor any of the Agent Affiliates have any liability to any Credit Party, any
Lender or any other Person for damages of any kind, whether or not based on strict
liability and including direct or indirect, special, incidental or consequential damages, losses
or expenses (whether in tort, contract or otherwise) arising out of any Credit Party’s or any
Agent’s transmission of communications through the internet.




               (iv) Each Credit Party, each Lender and each Agent agrees that the Administrative Agent
may, but shall not be obligated to, store any Approved Electronic Communications on the
Information Platform in accordance with the Administrative Agent’s customary document retention
procedures and policies.




               (v) All uses of the Information Platform shall be governed by and subject to, in addition
to this Section 10.1(b), separate terms and conditions posted or referenced in such Information
Platform and related agreements executed by the Lenders and their Affiliates in connection with
the use of such Information Platform.




               (vi) Any notice of Default or Event of Default may be provided by telephonic notice if
confirmed promptly thereafter by delivery of written notice thereof.



     10.2 Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrowers agree to pay
promptly upon demand (i) all the actual and reasonable costs and expenses of preparation of the
Credit Documents and any consents, amendments, waivers or other modifications thereto (whether or
not effective); (ii) all the costs of furnishing all opinions by counsel for Borrowers and the
other Credit Parties; (iii) all the actual and reasonable costs and expenses (including the fees,
charges and disbursements of a single counsel to Barclays, in its capacity as resigning
Administrative Agent and Collateral Agent, a single counsel to the successor Administrative Agent
and Collateral Agent, and a single counsel to the Lenders Steering Committee (in each case, in
addition to local or specialized counsel)) to Agents or the Lenders Steering Committee in
connection with the negotiation, preparation, execution and administration of the Credit Documents
and any consents, amendments, waivers or other modifications thereto (whether or not effective) and
any other documents or matters requested by



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Borrowers or in connection with the negotiation,
documentation, implementation or extension of the Approved Restructuring Plan; (iv) all the actual
costs and expenses of creating and perfecting Liens in favor of Collateral Agent, for the benefit
of Secured Parties pursuant hereto, including filing and recording fees, expenses and amounts owed
pursuant to Sections 2.14, 2.15 and 2.16, search fees, title insurance premiums and fees, charges
and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or
Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the
Collateral Documents; (v) all the actual costs and expenses (including the reasonable fees,
expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents
employed or retained by Collateral Agent and its counsel) in connection with the Collateral; (vi)
all other actual and reasonable costs and expenses incurred by each Agent in connection with the
syndication of the Loans and Commitments and the negotiation, preparation and execution of the
Credit Documents and any consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; (vii) all the actual and reasonable costs and expenses
(including the fees, expenses and disbursements of a single counsel and financial and other
professional advisors shared among all members) incurred by the Lenders Steering Committee or any
member thereof in connection with the negotiation, preparation, execution and administration of the
Credit Documents and any
consents, amendments, waivers or other modifications thereto and any other documents or matters
requested by Borrowers or in connection with the negotiation, documentation, implementation or
extension of any Approved Restructuring Plan; (viii) after the occurrence of a Default or an Event
of Default, all costs, amounts required to be indemnified pursuant to the provisions of any Credit
Document, expenses, fees, commission, taxes and other amounts (including the fees, charges and
disbursements of counsel for each Agent and member and financial and other professional advisors
shared among all members) and incurred by the Administrative Agent, the Collateral Agent, Secured
Parties or any member of the Lenders Steering Committee; (ix) after the occurrence of a Default or
an Event of Default, all costs, amounts required to be indemnified pursuant to the provisions of
any Credit Document, expenses, fees, commission, taxes and other amounts (including the fees,
charges and disbursements of counsel for each Agent and member and financial and other professional
advisors shared among all members) and costs of settlement, incurred by any Agent, member of the
Lenders Steering Committee or any Secured Party in enforcing any Obligations of or in collecting
any payments due from any Credit Party hereunder or under the other Credit Documents by reason of
such Default or Event of Default (including in connection with the sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the Guaranty), and all expenses,
liabilities and advances made or incurred by any Agent in connection therewith and all amounts for
which any Agent is entitled to indemnification pursuant to the provisions of any Credit Document
until paid in full or in connection with any refinancing or restructuring of the credit
arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or
bankruptcy cases or proceedings or otherwise incurred in connection with any bankruptcy or
insolvency proceedings, including, without limitation, a case or cases under the United States
Bankruptcy Code filed by or against any Credit Party, and (x) all the actual and reasonable costs
and expenses (including the fees, expenses and disbursements of a single counsel and financial and
other professional advisors shared among all members) incurred by the Lenders Steering Committee or
any member thereof in connection with the Approved Chapter 11 Case.



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     10.3 Indemnity.



               (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the
transactions contemplated hereby shall be consummated, each Credit Party (other than each Foreign
Grantor) agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold
harmless, each Agent and Lender, each member of the Lenders Steering Committee, their respective
Affiliates and their respective officers, partners, directors, shareholders, trustees, employees,
representatives, agents, advisors and attorneys of each Agent and each Lender and member of the
Lenders Steering Committee (each, an “Indemnitee”), from and against any and all Indemnified
Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AGENT, LENDER OR MEMBER OF THE LENDERS
STEERING COMMITTEE; provided, no Credit Party shall have any obligation to any Indemnitee
hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities
arise from the gross negligence or willful misconduct of that Indemnitee or its related Persons as
determined by a court of competent jurisdiction in a final, nonappealable order. To the extent
that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3
may be unenforceable in whole or in part because they are violative of any law or public policy,
the applicable Credit Party shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to the payment
and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. In
addition to the foregoing and not in derogation therefrom, the Credit Parties jointly and severally
agree to indemnify Bank of America, N.A., its affiliates, their respective officers, partners,
directors, shareholders, trustees, employees, representatives, agents, advisors, and attorneys (the
“BANA Indemnitees”) for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever (“Liabilities”) which may be imposed on, incurred by
or asserted against a BANA Indemnitee in connection with the Institutional Allocation Confirmations
entered into in connection with the Tranche 2 Term Loan Commitments, the Assignment Agreements
relating thereto or the transactions contemplated thereby (including Liabilities resulting from a
BANA Indemnitee’s failure to withhold any Taxes in connection with the transactions contemplated
thereby); provided that the Credit Parties shall not be liable for any portion of such Liabilities
resulting from a BANA Indemnitee’s gross negligence or willful misconduct, as determined by a
final, nonappealable judgment of a court of competent jurisdiction (it being understood that
failure to withhold any Taxes shall be deemed not to be gross negligence or willful misconduct).



               (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit
Party hereby waives, any claim against Lenders, Agents, the members of the Lenders Steering
Committee and their respective Affiliates, partners, directors, shareholders, trustees, employees,
representatives, agents, advisors or attorneys, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) (whether or not the
claim therefor is based on contract, tort or duty imposed by any applicable legal requirement)
arising out of, in connection with, as a result of, or in any way related to, this Agreement or any
Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein
or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof or any act or omission or event occurring in connection



149









 







therewith, and each Credit Party
hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or
not accrued and whether or not known or suspected to exist in its favor.



               (c) All amounts due under this Section 10.3 shall be due and payable within ten Business Days
after demand therefor.



               (d) To the extent a Borrower for any reason fails to pay any amount required under Section
10.2 or paragraph (a) or (b) of this Section 10.3 to be paid by it to the Administrative Agent (or
any sub-agent thereof), the Collateral Agent, or any Affiliate of any of the foregoing within the
time specified above, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the Collateral Agent (or any sub-agent thereof), or such Affiliate, as the case may be,
such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or
not the related losses, claims, damages, liabilities and related expenses are incurred or asserted
by any party hereto or any third party); provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or
any sub-agent thereof), in its capacity as such, or against any
Affiliate of any of the foregoing acting for the Administrative Agent (or any such sub-agent)
or the Collateral Agent (or any sub-agent thereof) in connection with such capacity. The
obligations of the Lenders under this paragraph (d) are subject to the provisions of Section 2.12.
For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the
sum of the total outstanding Term Loans and unused Commitments at the time. Each Lender further
agrees that in the event a distribution to the Secured Parties is made that does not conform to the
provisions of Section 2.12(h), each Lender agrees that it shall turn over to the Agents all amounts
payable (or which would have been payable to Agents or made in conformity with Section 2.12(h)) to
such Agents pursuant to Section 2.12(h).



     10.4 Set Off. In addition to any rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, upon the occurrence of any Event of Default each Lender and its
respective Affiliates is hereby authorized by each Credit Party at any time or from time to time
subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or
delayed), without notice to any Credit Party or to any other Person (other than Administrative
Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply
any and all deposits (general or special, including Indebtedness evidenced by certificates of
deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and
any other Indebtedness at any time held or owing by such Lender to or for the credit or the account
of any Credit Party (in whatever currency) against and on account of the obligations and
liabilities of any Credit Party to such Lender hereunder and under the other Credit Documents,
including all claims of any nature or description arising out of or connected hereto or with any
other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand
hereunder, (b) the principal of or the interest on the Loans or any other amounts due hereunder
shall have become due and payable pursuant to Section 2 and although such obligations and
liabilities, or any of them, may be contingent or unmatured or (c) such obligation or liability is
owed to a branch or office of such Lender different from the branch or office holding such deposit
or obligation or such Indebtedness.



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     10.5 Amendments and Waivers.



               (a) Requisite Lenders’ Consent. Subject to Sections 10.5(b) and 10.5(c), no
amendment, modification, termination or waiver of any provision of the Credit Documents, or consent
to any departure by any Credit Party therefrom, shall in any event be effective without the written
concurrence of the Borrowers and (i) in the case of this Agreement, Administrative Agent and the
Requisite Lenders or (ii) in the case of any other Credit Document, Administrative Agent and, if
party thereto, Collateral Agent, with the consent of the Requisite Lenders.



               (b) Affected Lenders’ Consent. Without the written consent of each Lender (other than
a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or
consent shall be effective if the effect thereof would:




               (i) extend the scheduled final maturity of any Loan or Note of such Lender;




               (ii) waive, reduce or postpone any scheduled repayment due such Lender (but not
prepayment);




               (iii) reduce the rate of interest on any Loan of such Lender (other than any amendment to
the definition of “Default Rate” (which may be affected by consent of the Requisite Lenders) and
any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.7)
or any fee payable hereunder;




               (iv) extend the time for payment of any such interest or fees to such Lender;




               (v) reduce the principal amount of any Loan;




               (vi) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section
10.5(c);




               (vii) amend Section 2.13 or the definition of “Requisite Lenders” or “Pro Rata Share”;
provided, with the consent of Administrative Agent and the Lenders Steering Committee,
additional extensions of credit pursuant hereto may be included in the determination of
“Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Commitments and
the Loans are included on the Closing Date;




               (viii) release all or substantially all of the Collateral or all or substantially all of
the Guarantors from the Guaranty except as expressly provided in the Credit Documents or
subordinate any Liens securing the Obligations; or




               (ix) consent to the assignment or transfer by any Credit Party of any of its rights and
obligations under any Credit Document except due to any transaction or event permitted
hereunder;



provided, however, that the Fee Letter may be amended or modified, or the rights or
privileges thereunder waived, in a writing executed only by the parties thereto.



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               (c) Other Consents. No amendment, modification, termination or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall:




               (i) increase any Commitment of any Lender over the amount thereof then in effect without
the consent of such Lender; provided, no amendment, modification or waiver of any
condition precedent, covenant, Default or Event of Default shall constitute an increase in any
Commitment of any Lender;




               (ii) amend, modify, terminate or waive any condition precedent in Section 3.2(a) with
regard to the making of any Loan without the consent of the Requisite Lenders having Exposure
(it being understood that no waiver of any Default or Event of Default by the Requisite Lenders,
nor any waiver or amendment of any covenant, representation or other provision not in Section
3.2(a) shall constitute an amendment, modification or waiver);




               (iii) amend, modify, terminate or waive any provision of Section 9 or any other provision
of this Agreement or any other Credit Document, including Section
2.11(a) and (b) and Section 2.12(a), as the same applies to any Agent or Section 5.14(b) as
it relates to proceeds of New Term Loans being held in Controlled Accounts (or with respect to
the Company, Deposit Accounts) at the Collateral Agent or the Administrative Agent, or any other
provision hereof as the same applies to the rights or obligations of any Agent, in each case
without the consent of such Agent;




               (iv) amend, modify, terminate or waive any provision of Sections 2.20(a), 2.20(b), 3.3 or
5.14(b), in each case, in any manner adverse to the Collateral Agent or the Administrative Agent
without the consent of the Collateral Agent or the Administrative Agent, as applicable; or




               (v) amend, modify, terminate or waive any provision of this Agreement as the same applies
to the Lenders Steering Committee, or any other provision hereof as the same applies to the
rights or obligations of the Lenders Steering Committee, in each case without the consent of a
majority in number of the members of the Lenders Steering Committee.


Notwithstanding the foregoing, this Agreement and the other Credit Documents may be amended to
provide for additional loans to be made hereunder having terms identical (or more favorable to the
Lenders making such additional loans, but only if the terms of the Initial Term Loans and New Term
Loans will be amended to have such more favorable terms) to the Initial Term Loans with the consent
of the Lenders Steering Committee and without the consent of any other Lenders or Agent;
provided, that any such amendments are subject to the consent of any Agent if such
amendments would otherwise require the consent of such Agent under Section 10.5(c)(iii) above.



Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting
Lender or an Insolvent Lender, to the fullest extent permitted by applicable law, such Lender will
not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and


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the
outstanding Loans of such Lender hereunder will not be taken into account in determining whether
the Requisite Lenders or all of the affected Lenders, as required, have approved any such amendment
or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified
accordingly for the duration of such period); provided, that any such amendment or waiver
that would increase or extend the Commitment of such Lender, extend the date fixed for the payment
of principal or interest owing to such Lender hereunder, reduce the principal amount of any
obligation owing to such Lender, reduce the amount of or the rate or amount of interest on any
amount owing to such Lender, or alter the terms of this proviso, will require the consent of such
Lender.




               (d) Execution of Amendments, etc. Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 10.5 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.



     10.6 Successors and Assigns; Participations.



               (a) Generally. This Agreement shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of the parties hereto
and the successors and permitted assigns of Lenders. No Credit Party’s rights or obligations
hereunder nor any interest therein may be assigned or delegated by any Credit Party without the
prior written consent of the Administrative Agent and all Lenders except as permitted in Section
10.5(b)(ix) or pursuant to a Borrower Assumption Agreement duly executed and delivered in
connection with a Permitted Debt Refinancing and subject to satisfaction of all conditions
(including delivery of a legal opinion confirming its enforceability satisfactory to the
Administrative Agent) of such Permitted Debt Refinancing (and any attempted assignment or transfer
by any Credit Party without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby and, to the extent expressly contemplated
hereby, Affiliates of each of the Agents and Lenders and Indemnitees) any legal or equitable right,
remedy or claim under or by reason of this Agreement.



               (b) Company, the Administrative Agent and Lenders shall deem and treat the Persons listed as
Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed
therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall
be effective, in each case, unless and until recorded in the Register following receipt of a fully
executed Assignment Agreement (and acknowledged by Administrative Agent, it being understood that
such acknowledgment shall be ministerial in nature and shall not imply that Administrative Agent
has the right to consent to any assignment other than an assignment that does not meet the minimum
amount specified in Section 10.6(c)(ii)) effecting the assignment or transfer thereof, together
with the required forms and certificates regarding Tax matters and any fees payable in connection
with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be
recorded in the Register promptly



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following receipt by the Administrative Agent of the fully
executed Assignment Agreement and all other necessary documents and approvals, prompt notice
thereof shall be provided to Company and a copy of such Assignment Agreement shall be maintained,
as applicable. The date of such recordation of a transfer shall be referred to herein as the
“Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of
making such request or giving such authority or consent, is listed in the Register as a Lender
shall be conclusive and binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans. Solely for the purposes of maintaining the Register and for
tax purposes only Administrative Agent shall be deemed to be acting on behalf of the Credit
Parties.



               (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or
transfer all or a portion of its rights and obligations under this Agreement, including all or a
portion of its Commitment or Loans owing to it or other Obligations (provided, that pro
rata assignments shall not be required and each assignment shall be of a uniform, and not varying,
percentage of all rights and obligations under and in respect of any applicable Loan and any
related Commitments):




                    (i) to any Person meeting the criteria of clause (a) of the definition of the term of
“Eligible Assignee” upon the giving of notice to Company and the Administrative Agent; and




                    (ii) to any Person meeting the criteria of clause (b) or (c) of the definition of the term of
“Eligible Assignee” upon giving of notice to Administrative Agent; provided, that further
each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not
less than $1,000,000 (or such lesser amount as may be agreed to by Company and the Administrative
Agent or as shall constitute the aggregate amount of the Term Loan or New Term Loans of the
assigning Lender) with respect to the assignment of Term Loans; provided, that the Related
Funds of any individual Lender may aggregate their Loans for purposes of determining compliance
with such minimum assignment amounts.



               (d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall
be effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement
(and acknowledged by Administrative Agent, it being understood that such acknowledgment shall be
ministerial in nature and shall not imply that Administrative Agent has the right to consent to any
assignment other than an assignment that does not meet the minimum amount specified in Section
10.6(c)(ii)). Assignments made pursuant to the foregoing provision shall be effective as of the
Assignment Effective Date. In connection with all assignments there shall be delivered to the
Administrative Agent such forms, certificates or other evidence, if any, with respect to United
States federal income Tax withholding matters as the assignee under such Assignment Agreement may
be required to deliver pursuant to Section 2.16(e), together with payment to the Administrative
Agent of a registration and processing fee of $3,500 (except that no registration and processing
fee shall be payable (y) in connection with an assignment by or to Bank of America, N.A. or any
Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an Affiliate or
Related Fund of a Lender or a Person under common management with a Lender). The assignee, if not
a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.



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               (e) Representations and Warranties of Assignee. Each Lender, upon execution and
delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be,
represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it
is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or loans such as the applicable Commitments or Loans, as the case may be and is
capable of evaluating the creditworthiness of Company; and (iii) it shall make or invest in, as the
case may be, its Commitments or Loans for its own account in the ordinary course and without a view
to distribution of such Commitments or Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject to the provisions
of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall
at all times remain within its exclusive control).



               (f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6,
as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and
obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as
reflected in the Register and shall thereafter be a party hereto and a “Lender”
for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights
and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any
rights which survive the termination hereof, including under Section 10.9) and be released from its
obligations hereunder (and, in the case of an assignment covering all or the remaining portion of
an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party
hereto on the Assignment Effective Date; provided, that anything contained in any of the
Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be
entitled to the benefit of all indemnities hereunder as specified herein with respect to matters
arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the
Commitments shall be modified to reflect any Commitment of such assignee; and (iv) if any such
assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the
effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable
Notes to the Administrative Agent for cancellation, and thereupon Company shall issue and deliver
new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such
assigning Lender, with appropriate insertions, to reflect outstanding Loans of the assignee and/or
the assigning Lender. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with the requirements of this Section 10.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.6(g). Any assignment by a Lender pursuant to this
Section 10.6 shall not in any way constitute or be deemed to constitute a novation, discharge,
rescission, extinguishment or substitution of the Indebtedness hereunder, and any Indebtedness so
assigned shall continue to be the same obligation and not a new obligation.



               (g) Participations.




               (i) Each Lender shall have the right at any time to sell one or more participations to any
Person (other than a natural person, Company, any of its subsidiaries or any of its Affiliates)
in all or any part of its Commitments, Loans or in any other Obligation.



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               (ii) The holder of any such participation, other than an Affiliate of the Lender granting
such participation (a “Participant”), shall not be entitled to require such Lender to take or
omit to take any action hereunder except with respect to any amendment, modification or waiver
that would (A) extend the final scheduled maturity of any Loan or Note in which such Participant
is participating, or reduce the rate or extend the time of payment of interest or fees thereon
or reduce the principal amount thereof, or increase the amount of the Participant’s
participation over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a
change in the terms of such participation, and that an increase in any Commitment or Loan shall
be permitted without the consent of any Participant if the Participant’s participation is not
increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of
any of its rights and obligations under this Agreement, (C) amend the definition of “Requisite
Lenders” or the definition of “Pro Rata Share”, except as such amendments are permitted by the
proviso in Section 10.5(b)(vii), or (D) release all or substantially all of the Guarantors or
the Collateral under the Collateral Documents (except as expressly provided in the Credit
Documents) supporting the Loans hereunder in which such Participant is participating.




               (iii) Company agrees that each Participant shall be entitled to the benefits of Sections
2.14(c), 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (c) of this Section 10.6; provided, that (x) a
Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 than
the applicable Lender would have been entitled to receive with respect to the participation sold
to such Participant, unless the sale of the participation to such Participant is made with
Company’s prior written consent and (y) a Participant that would be a Non-U.S. Lender if it were
a Lender shall not be entitled to the benefits of Section 2.16 unless Company is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of Company,
to comply with Section 2.16 as though it were a Lender; provided, further, that,
except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall
require any notice to Company or any other Person in connection with the sale of any
participation. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.4 as though it were a Lender; provided, that such Participant
agrees to be subject to Section 2.17 as though it were a Lender.




               (iv) Each Lender that sells a participation shall maintain a register on which it enters
the name and address of each Participant and the principal amounts of each Participant’s
interest in the Commitments, Loans and other Obligations held by it (the “Participant
Register”). The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as
the owner of such Commitments, Loans and other Obligations as the owner thereof for all purposes
of this Agreement notwithstanding any notice to the contrary. Any such Participant Register
shall be available for inspection by any Agent at any reasonable time and from time to time upon
reasonable prior notice.



               (h) Certain Other Assignments and Participations. In addition to any other assignment
or participation permitted pursuant to this Section 10.6 any Lender may assign, pledge and/or grant
a security interest in (without the consent of Company, any Borrower or the



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Administrative Agent)
all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if
any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral
security pursuant to Regulation A of the Board of Governors and any operating circular issued by
such Federal Reserve Bank; provided, that no Lender, as between Borrowers and such Lender,
shall be relieved of any of its obligations hereunder as a result of any such assignment and
pledge; provided, further, that in no event shall the applicable Federal Reserve
Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning
Lender to take or omit to take any action hereunder.



     10.7 Special Purpose Funding Companies. Notwithstanding anything to the contrary contained herein, any Lender (“Granting Lender”) may
grant to a special purpose funding company (an “SPC”), identified as such in writing from time to
time by the Granting Lender to Administrative Agent and Borrowers, the option to provide to
Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to
make to Borrowers pursuant to this Agreement; provided that (x) nothing herein shall
constitute a commitment by any SPC to make any Loans and (y) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the Granting Lender).
In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of
the United States or any State thereof. In addition, notwithstanding anything to the contrary
contained in this clause, any SPC may (i) with notice to, but without the prior written consent of,
Borrowers or Administrative Agent and without paying any processing fee therefor, assign all or a
portion of its interests in any Loans to the Granting Lender or to any financial institutions
(consented to by Borrowers and Administrative Agent) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on
a confidential basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to
such SPC. This Section 10.7 may not be amended without the written consent of the SPC. Borrowers
acknowledge and agree, subject to the next sentence, that, to the fullest extent permitted under
applicable law, each SPC, for purposes of Sections 2.13, 2.14, 2.15, 2.16, 10.2, 10.3 and 10.4,
shall be considered a Lender. Borrowers shall not be required to pay any amount under Sections
2.13, 2.14, 2.15, 2.16, 10.2, 10.3 and 10.4 that is greater than the amount which it would have
been required to pay had no grant been made by a Granting Lender to a SPC.



     10.8 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or condition exists.



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     10.9 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and
delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied
by law to the contrary, the agreements of each Credit Party set forth in Sections 2.14(c), 2.15,
2.16, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.13, 9.3(b) and 9.6
shall survive the payment of the Loans, and the termination hereof.



     10.10 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right
or privilege hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other power, right or privilege. The rights, powers and remedies given to each
Agent and each Lender hereby are cumulative and shall be in addition to and independent of all
rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other
Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right,
power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a
waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.



     10.11 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of
any Credit Party or any other Person or against or in payment of any or all of the Obligations. To
the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or
to Administrative Agent, on behalf of Lenders), or Administrative Agent, Collateral Agent or
Lenders enforce any security interests or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, any other state or federal law,
common law or any equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related
thereto, shall be revived and continued in full force and effect as if such payment or payments had
not been made or such enforcement or setoff had not occurred.



     10.12 Severability. In case any provision in or obligation hereunder or any Note or other Credit Document shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.



     10.13 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the
obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other
Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any other kind of entity.
The amounts payable at any time hereunder to each Lender shall be a separate and independent debt,
and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall
not be necessary for any other Lender to be joined as an additional party in any proceeding for
such purpose.



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     10.14 Headings. Section headings herein are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose or be given any substantive effect.



     10.15 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     10.16 CONSENT TO JURISDICTION.



               (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING
HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
IRREVOCABLY (i) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (ii) WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE
APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (iv) AGREES
THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.



               (b) EACH CREDIT PARTY HEREBY AGREES THAT PROCESS MAY BE SERVED ON IT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE ADDRESSES PERTAINING TO IT AS SPECIFIED IN SECTION 10.1. ANY AND ALL
SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE EFFECTIVE
AGAINST ANY CREDIT PARTY IF GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
ANY OTHER MEANS OR MAIL WHICH REQUIRES A SIGNED RECEIPT, POSTAGE PREPAID, MAILED AS PROVIDED ABOVE.



     10.17 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL




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ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE
TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.17 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




     10.18 Confidentiality. Each Agent and Lender shall hold all non-public information regarding
Company and its Restricted Subsidiaries and their businesses clearly identified as such by Company
and obtained by such Agent or Lender pursuant to the requirements hereof in accordance with such
Agent or Lender’s customary procedures for handling confidential information of such nature, it
being understood and agreed by Company that, in any event, an Agent or Lender may make (i)
disclosures of such information to Affiliates of such Person and to their directors, officers,
employees, agents and advisors (and to other persons authorized by a Lender or Agent to organize,
present or disseminate such information in connection with disclosures otherwise made in accordance
with this Section 10.18), (ii) disclosures of such information reasonably required by any bona fide
or potential assignee, transferee, Participant or sub-participant in connection with the
contemplated assignment, transfer or participation (x) by such Agent of any agency position, (y) by
such Lender of any Loans or any participations therein or (z) by any direct or indirect contractual
counterparties (or the professional advisors thereto) (provided, such bona fide or
potential assignees, transferees, participants, sub-participants, and counterparties and advisors
are advised of and agree to be bound by the provisions of this Section 10.18), (iii) disclosure to
any rating agency when required by it, provided that, prior to any disclosure, such rating
agency shall undertake in writing to preserve the confidentiality of any confidential information
relating to the Credit Parties received by it from any of the Agents or any Lender, (iv)
disclosures to any Lender’s financing sources, provided that prior to any disclosure, such
financing source is informed of the confidential nature of the information and agrees to be bound
by the provisions of this Section 10.18, (v) disclosure of information which (A) becomes publicly
available other than as a result of a breach of this Section 10.18 or (B) becomes available to
Administrative Agent, any other Agent or any Lender on a non-confidential basis from a source other
than Company, (vi) disclosures required or requested by any governmental agency or representative



160









 







thereof or by the NAIC or pursuant to legal or judicial process and (vii) disclosures with consent
of Company or any Restricted Subsidiary; provided, unless specifically prohibited by
applicable law or court order, each Agent or Lender shall make reasonable efforts to notify Company
of any request by any governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine examination of such
Agent or Lender by such governmental agency) for disclosure of any such non-public information
prior to disclosure of such information. Notwithstanding the foregoing, on or after the Closing
Date, Agents and Arrangers may, at their respective own expense, issue news releases and publish
“tombstone” advertisements and other announcements relating to this transaction in newspapers,
trade journals and other appropriate media. Notwithstanding any other provision of this Section
10.18, the parties (and each employee, representative, or other agent of the parties) may disclose
to any and all Persons, without limitation of any kind, the Tax treatment and any facts that may be
relevant to the Tax structure of the transactions contemplated by this Agreement and the other
Credit Documents; provided, however, that no party (and no employee,
representative, or other agent thereof) shall disclose any other information that is not relevant
to an understanding of the Tax treatment and Tax structure of the transaction (including the
identity of any party and any information that could lead another to determine the identity of any
party), or any other information to the extent that such disclosure could reasonably result in a
violation of any applicable securities law.



     10.19 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest
rate charged or agreed to be paid with respect to any of the Obligations, including all charges or
fees in connection therewith deemed in the nature of interest under applicable law shall not exceed
the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount
of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount
of interest due hereunder equals the amount of interest which would have been due hereunder if the
stated rates of interest set forth in this Agreement had at all times been in effect. In addition,
if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into
account the increase provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement had at all times
been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an
amount equal to the difference between the amount of interest paid and the amount of interest which
would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding
the foregoing, it is the intention of Lenders and Company to conform strictly to any applicable
usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding
amount of the Loans made hereunder or be refunded to Company. In determining whether the interest
contracted for, charged, or received by Administrative Agent or a Lender exceeds the Highest Lawful
Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest, throughout the contemplated term of the Obligations
hereunder.



10.20 Collateral Documents and Guaranty.



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               (a) Each Secured Party hereby authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and
representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral
Documents. Each Secured Party hereby further authorizes Administrative Agent and/or Collateral
Agent, as applicable, on behalf of and for the benefit of Secured Parties, to enter into one or
more intercreditor agreements as the agent for and representative of Secured Parties with respect
to the Collateral in accordance in all material respects with the Approved Restructuring Plan.



               (b) Administrative Agent or Collateral Agent shall release any Lien on any property granted to
or held by Administrative Agent or Collateral Agent under any Credit Document upon termination of
the Commitments and payment in full of all Obligations (other than contingent reimbursement and
indemnification obligations not yet accrued and payable).



               (c) Subject to Sections 10.5 and 10.20(k), without further written consent or authorization
from any Secured Party, Administrative Agent or Collateral Agent, as applicable, may execute any
documents or instruments necessary to (i)  release any Guarantor from the Guaranty pursuant to
Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required
to give such consent under Section 10.5) have otherwise
consented (and in connection therewith release any Lien encumbering Collateral to the extent
owned by such Guarantor), (ii) release any Subsidiary Borrower from its Obligations in accordance
with Section 5.16 (and in connection therewith release any Lien encumbering Collateral to the
extent of the interest of such Subsidiary Borrower), (iii) upon a CIT Funding Release Event,
release CIT Funding from the Guaranty, and (iv) upon the Aerospace Limited Release Date, release
(A) the Lien under the Collateral Documents encumbering Capital Stock of Aerospace solely to the
extent necessary to limit the amount of Capital Stock subject to such Lien to 65% of the Voting
Capital Stock and 100% of the Non-Voting Capital Stock of Aerospace and (B) the Lien under the
Collateral Documents on any assets of Aerospace (the “Aerospace Limited Release”).



               (d) (i) Upon the consummation of any sale or other transfer by any Grantor of any Collateral
to any Person that is not a Grantor that is permitted under the Credit Agreement, or (ii) if the
release of such Lien is approved, authorized or ratified in writing by the Requisite Lenders (or
such greater number of Lenders as may be required) pursuant to Section 10.5, upon the satisfaction
of any conditions contained in such approval, authorization or ratification, then in either case,
any Lien in such Collateral granted under the Collateral Agreement or any other Collateral Document
shall be automatically released, without further action of Collateral Agent or any other Person.



               (e) A Grantor (other than a Foreign Grantor) shall automatically be released from its
obligations under the Collateral Agreement and any other Collateral Document and any Lien in the
Collateral of such Grantor shall be automatically released, in each case without further action of
Collateral Agent or any other Person, upon the release of such Grantor from the Guaranty pursuant
to Section 10.20(c).



               (f) In the event that (i) any trade accounts receivable and the proceeds thereof
(collectively, “Factored Accounts”) of The CIT Group/Commercial Services, Inc. or



162









 







any other Grantor
that conducts trade finance in the Ordinary Course of Business (collectively, “Trade Finance
Grantors”) shall become subject to any defense (unrelated to the financial condition of the related
obligor thereon), dispute, offset or counterclaim of any kind, (ii) a Trade Finance Grantor desires
to accommodate a client’s request to re-assign to such client any Factored Account with respect to
which such Trade Finance Grantor does not bear the credit risk, (iii) a Trade Finance Grantor
desires or is required to re-assign to a client some or all of the Factored Accounts previously
conveyed by such client to such Trade Finance Grantor in connection with (x) the termination of
such client’s agreement with such Trade Finance Grantor or (y) the settlement of a dispute between
such client and such Trade Finance Grantor, or (iv) a Trade Finance Grantor desires to make a claim
under an insurance policy or other credit protection device and must convey the applicable Factored
Accounts to the insurance company which issued such policy or to the grantor of such credit
protection device free and clear of any Liens, then any Lien in the applicable Factored Accounts
granted under the Collateral Agreement or any other Collateral Document shall be automatically
released upon the consummation of such transaction, without further action of Collateral Agent or
any other Person.



               (g) Reasonably identifiable proceeds or remittances from a securitization facility (whether
cash or other assets and whether constituting proceeds of assets owned by a Grantor or the purchase
price of assets owed to a Grantor) shall be automatically
released from Collateral Agent’s Lien without further action of Collateral Agent or any other
Person, solely to the extent that a Grantor is contractually required by the terms of such
securitization facility to remit such proceeds to a third party that is not the Company or any
Grantor.



               (h) Subject to Section 10.20(k), upon the request of any Grantor, Collateral Agent shall enter
into an agreement to subordinate the Lien of Collateral Agent in specific Collateral to the holder
of a Lien permitted by Section 6.2(f), (k), (m), (n) (other than Restricted Collateral), (w), (x),
(bb), (cc) or, to the extent applicable to any of the foregoing, (hh) in such Collateral if the
holder of such consensual Permitted Priority Lien requires such a subordination agreement, which
agreement shall be reasonably satisfactory to Collateral Agent.



               (i) Permitted Release Collateral shall be automatically released from the Lien of Collateral
Agent without further action of Collateral Agent or any other Person upon the attachment of the
applicable Lien described in the definition of “Permitted Release Collateral.”



               (j) Upon the merger of CIT Funding into CIT Group Inc., as permitted by clause (i)(B) of the
last paragraph of Section 6.8, the interest of C.I.T. Leasing Corporation in the equity of CIT
Funding shall be automatically released from Collateral Agent’s Lien without further action of
Collateral Agent or any other Person.



               (k) Notwithstanding anything to the contrary in any Credit Document, each Secured Party hereby
(A) confirms the authority of Collateral Agent and/or Administrative Agent to evidence (i) the
release of its Lien with respect to any Collateral released pursuant to Section 10.20(b), (c), (d),
(e), (f), (g), (i) or (j) hereof, (ii) the subordination of its Lien with respect to any Collateral
pursuant to Section 10.20(h) hereof or (iii) the release of any guarantee obligations of any
Guarantor to the extent permitted by Section 10.20(c), including the authority to execute,
authorize or file such documentation as may be reasonably requested by any Grantor



163









 







(the “Requesting
Grantor”) and that is reasonably satisfactory to Collateral Agent; and (B) directs Collateral Agent
to execute, authorize or file such documentation as may be reasonably requested by any Requesting
Grantor to evidence such release or subordination upon receipt from the Requesting Grantor of a
certificate of an Authorized Officer substantially in the form of Annex 4 of the Collateral
Agreement (for release of Collateral) or Annex 5 of the Collateral Agreement (for
subordination of Collateral) hereto and all supporting documentation reasonably requested by
Collateral Agent; provided that Collateral Agent shall have no obligation to execute or
file any such documentation evidencing such release or subordination if Collateral Agent, acting in
its sole and reasonable discretion, determines that such release or subordination is not permitted
by this Section 10.20; it being understood that Collateral Agent shall be entitled to rely
conclusively upon any certificate delivered pursuant to this Section 10.20(k) regardless of any
information it may otherwise have and shall have no obligation (1) to ascertain if any requested
release or subordination is permitted by this Section 10.20, (2) to verify the accuracy of the
statements in such certificate or any other documents provided pursuant to this Section 10.20, (3)
to request supporting documentation, (4) to take into account any information it may otherwise have
or (5) to seek consent of any of the Lenders to any such release or subordination.



               (l) Any release of guarantee obligations pursuant to this Section 10.20 shall be deemed
subject to the provision that such guarantee obligations shall be reinstated if
after such release any portion of any payment in respect of the Obligations guaranteed thereby
shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Company or any of its subsidiaries, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, Company or any of its subsidiaries or any substantial part of its property, or
otherwise, all as though such payment had not been made.



               (m) Anything contained in any of the Credit Documents to the contrary notwithstanding, the
Borrowers, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no
Secured Party shall have any right individually to realize upon any of the Collateral or to enforce
the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be
exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with
the terms hereof and all powers, rights and remedies under the Collateral Documents may be
exercised solely by Collateral Agent and (ii) in the event of a foreclosure by Collateral Agent (at
the direction of the Requisite Lenders) on any of the Collateral pursuant to a public or private
sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any
or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for
and representative of Secured Parties (but not any Lender or Lenders in its or their respective
individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase price for all or any
portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as
a credit on account of the purchase price for any Collateral payable by Collateral Agent at such
sale or other disposition.



     10.21 Effectiveness. This Agreement shall become effective on the Amendment Agreement Effective
Date pursuant to the terms of the Amendment Agreement.



164









 





     10.22 Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies Borrowers that pursuant to the requirements of the Patriot Act, it is
required to obtain, verify and record information that identifies Borrowers, which information
includes the name and address of Borrowers and other information that will allow such Lender or
Administrative Agent, as applicable, to identify Borrowers in accordance with the Patriot Act.



     10.23 Disclosure. Each Credit Party and each Lender hereby acknowledges and agrees that
Administrative Agent and/or its Affiliates and their respective Related Funds from time to time may
hold investments in, and make other loans to, or have other relationships with any of the Credit
Parties and their respective Affiliates, including the ownership, purchase and sale of equity
interests in Borrowers, and each Credit Party and each Lender hereby expressly consents to such
relationships.



     10.24 Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for
the purpose of perfecting Liens, for the benefit of Administrative Agent and the Lenders, in assets
which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by
possession. Should any Lender (other than Administrative Agent) obtain possession of any such
Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon
Administrative Agent’s request therefor shall deliver such Collateral to
Administrative Agent or otherwise deal with such Collateral in accordance with Administrative
Agent’s instructions.



     10.25 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words
of like import in any Assignment Agreement or in any amendment or other modification hereof
(including waivers and consents) shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.



     10.26 No Fiduciary Duty. Each Agent, each Lender, the Arranger and their respective Affiliates
(collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests
that conflict with those of Company, its stockholders and/or its Affiliates. Company agrees that
nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or
agency relationship or fiduciary or other implied duty between any Lender or any Agent, on the one
hand, and Company, its stockholders or its Affiliates, on the other. The Credit Parties
acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the
exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders and the Agents, on the one hand, and Company, on the other, and (ii) in
connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed
an advisory or fiduciary responsibility in favor of Company, its stockholders or its Affiliates
with respect to the transactions contemplated hereby (or the exercise of rights or remedies with
respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is
currently advising or will advise Company, its stockholders or its Affiliates on other matters) or
any other obligation to Company except the



165









 







obligations expressly set forth in the Credit Documents
and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Company, its
management, stockholders, creditors or any other Person. Company acknowledges and agrees that
Company has consulted its own legal and financial advisors to the extent it deemed appropriate and
that it is responsible for making its own independent judgment with respect to such transactions
and the process leading thereto. Company agrees that it will not claim that any Lender or any
Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty
to Company, in connection with such transaction or the process leading thereto.



     10.27 [Reserved].



     10.28 Entire Agreement. This Agreement and the other Credit Documents represent the final
agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no oral agreements among the parties.



     10.29 Borrower Representative.



               (a) Each Borrower hereby designates, appoints, authorizes and empowers Borrower Representative
as its agent to act as specified in this Agreement and each of the other Credit Documents and
Borrower Representative hereby acknowledges such designation, authorization and empowerment, and
accepts such appointment. Each Borrower hereby irrevocably authorizes and directs Borrower
Representative to take such action on its behalf under the provisions of this Agreement and the
other Credit Documents, and any other instruments, documents and agreements referred to herein or
therein, and to exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of Borrower Representative by the respective terms and
provisions hereof and thereof, and such other powers as are reasonably incidental thereto,
including, without limitation, to take the following actions for and on such Borrower’s behalf:




               (i) to submit and receive on behalf of each Borrower, Notices and all other notices to any
Agent and Lenders (as applicable) in accordance with the provisions of this Agreement; and




               (ii) to submit on behalf of each Borrower, Compliance Certificates and all other
certificates, notices and other communications given or required to be given hereunder.



               (b) Borrower Representative hereby further is authorized and directed by each Borrower (as
applicable) to take all such actions on behalf of such Borrower necessary to exercise the specific
power granted in clauses (i) through (iii) above and to perform such other duties hereunder and
under the other Credit Documents, and deliver such agreements, documents, certificates and
instruments as delegated to or required of Borrower Representative by the terms hereof or thereof.



               (c) The administration by Administrative Agent and Lenders of the credit facility provided
hereunder as a facility with a borrower representative and co-borrowers with respect to the Loans
in the manner set forth herein is solely as an accommodation to the



166









 







Credit Parties and at their
request and neither any Agent nor any Lender shall incur any liability to any Credit Party as a
result thereof.



     10.30 Amendment and Restatement(a) . The Indebtedness and Obligations evidenced by this
Agreement and all instruments, agreements, and documents executed in connection herewith constitute
an amendment, renewal, and restatement of all Indebtedness and obligations of the Company evidenced
by the Existing Credit Agreement. All promissory notes, instruments and any other document,
agreement, waiver or other instrument executed in connection therewith (collectively the “Existing
Credit Documents”) shall remain in full force and effect except to the extent modified in
accordance with their respective terms. It is expressly understood and agreed by the parties
hereto that this Agreement is in no way intended to constitute a novation of the obligations and
liabilities existing under the Existing Credit Agreement or evidence payment in full of all or any
of such obligations and liabilities, nor does the amendment and restatement hereunder of the
Existing Credit Agreement, or the concurrent amendment and restatement of any other Credit
Document, constitute a waiver of any conditions or requirements set forth herein or therein,
whether or not performed, fulfilled or required to be performed or fulfilled prior to the date
hereof. All references to the Original Credit Agreement or the Existing Credit
Agreement in the Existing Credit Documents shall be deemed to refer to this Agreement. If any
inconsistency exists between this Agreement, on the one hand, and the Original Credit Agreement or
the Existing Credit Agreement, on the other hand, the terms of this Agreement shall prevail.
Nothing contained in this Agreement or any other document or instrument executed contemporaneously
herewith shall be deemed to satisfy or discharge the Indebtedness evidenced by the Existing Credit
Agreement or the Existing Credit Documents (this being an amendment and restatement only).



     10.31 Exit Facility. As of the Effective Date, all Obligations of the Debtors shall be reinstated,
leaving unaltered the terms of the Credit Documents (except as otherwise provided by this
Agreement) and the legal, equitable and contractual rights of the Secured Parties under the Credit
Documents. This Agreement and all Obligations hereunder shall constitute the Exit Facility (as
defined in the Plan).



[Remainder of page intentionally left blank]




167









 





APPENDIX A




TO CREDIT AND GUARANTY AGREEMENT




Notice Addresses




BORROWERS & GUARANTORS:



CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention: Glenn Votek, Executive Vice President & Treasurer

Fax: (973) 740-5750

E-mail: glenn.votek@cit.com



in each case, with a copy to:



CIT Group Inc.

1 CIT Drive

Livingston, NJ 07039

Attention: General Counsel

Fax: (973) 740-5264

E-mail: robert.ingato@cit.com



in each case, with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attention: Sarah Ward

Fax: 917-777-2126

E-mail: sarah.ward@skadden.com




Appendix A-1




 









 




BANK OF AMERICA, N.A.

as Administrative Agent and Collateral Agent:




For Operational Notices:

Bank of America, N.A.

TX1-492-14-11

901 Main Street

Dallas, Texas 75202-3714

Attention: Richard Piland

Tel: 214-209-0987

Fax: 214-290-8370

Email: richard.a.piland@bankofamerica.com




For Financial Reporting and All Other Notices:

Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, California 94103

Attention: Charles Graber

Tel: 415.436.3495

Fax: 415.503.5006

Email: charles.graber@bankofamerica.com




Payment Instructions:

Bank of America

New York, NY

ABA# 026009593

Attn: Credit Services

Ref: CIT Group

Acct# 1292000883




Appendix A-2




 









 





SCHEDULE 1.1A




CREDIT AND GUARANTY AGREEMENT




Future Collateral Procedures




Foreign Registered Aircraft




     Within thirty (30) days (or such longer period as the Administrative Agent may agree in its
sole discretion) of the date (a) of acquisition of an Unencumbered aircraft, (b) when an aircraft
owned by a Grantor becomes Unencumbered or (c) an Unencumbered aircraft owned by a Grantor becomes
re-registered in a jurisdiction that has ratified the Convention on International Interests in
Mobile Equipment (Cape Town, 2001) (the “Cape Town Convention”) in each case with respect to which
(i) a Grantor claims to be the owner for U.S. federal income tax purposes, (ii) either the Grantor
or an Owner-Trustee has legal title, (iii) which aircraft is registered in a jurisdiction that has
ratified the Cape Town Convention and (iv) other than any aircraft subject to an effective
agreement (including an executed letter of intent) for consignment or sale, registration of
international interests under the Cape Town Convention in respect of the Collateral Agent’s Lien on
such Unencumbered aircraft shall be made, together with an opinion of FAA/Cape Town or IR Counsel
substantially in the form previously provided to Barclays Bank PLC in August 2009, such
registration and opinion to be in form and substance reasonably satisfactory to the Collateral
Agent; provided that registration shall not be made to the extent such registration would (A) be in
violation of any effective lease for such aircraft executed prior to July 20, 2009 or the date of
acquisition of such aircraft or the date that such aircraft became Unencumbered or (B) require any
party to obtain the cooperation or consent of or any action by any lessee of any aircraft, and
written proof of recordation of such filings shall be delivered to the Collateral Agent promptly
after such recordation.



U.S. Registered Aircraft




     Within thirty (30) days (or such longer period as the Administrative Agent may agree in its
sole discretion) of the date (a) of acquisition of an Unencumbered aircraft , (b) when an aircraft
owned by a Grantor becomes Unencumbered or (c) an Unencumbered aircraft owned by a Grantor becomes
re-registered in the United States in each case with respect to which (i) a Grantor claims to be
the owner for U.S. federal income tax purposes, (ii) either the Grantor or an Owner-Trustee has
legal title, (iii) such aircraft is registered in the United States and (iv) other than any
aircraft subject to an effective agreement (including an executed letter of intent) for consignment
or sale, execution and delivery of an Aircraft Mortgage and registration of international interests
under the Cape Town Convention in respect of the Collateral Agent’s Lien on such Unencumbered
aircraft, FAA filings and, for aircraft held in owner trusts, UCC



Sched. 1.1A-1




 









 




financing statements with respect to the Aircraft Mortgage on such Unencumbered aircraft (and any
applicable lease or sublease with respect thereto) shall be made, together with an opinion of
FAA/Cape Town or IR Counsel substantially in the form previously provided to Barclays Bank PLC in
August 2009, such registration and opinion to be in form and substance reasonably satisfactory to
the Collateral Agent; provided that registration shall not be made to the extent such registration
would (A) be in violation of any effective lease for such aircraft executed prior to July 20, 2009
or the date of acquisition of such aircraft or the date that such aircraft became Unencumbered or
(B) require any party to obtain the cooperation or consent of or any action by any lessee of any
aircraft.




Canadian Aircraft




     Within thirty (30) days (or such longer period as the Administrative Agent may agree in its
sole discretion) of the date (a) of acquisition by an Owner Trustee of an Unencumbered aircraft,
(b) when an aircraft owned by a Owner-Trustee becomes Unencumbered or (c) an Unencumbered aircraft
owned by a Grantor becomes re-registered in Canada (but no sooner than promptly after the execution
of an Aircraft Mortgage by the Collateral Agent), execution and delivery of an Aircraft Mortgage
and filing of UCC financing statements and PPSA filings with respect to Unencumbered Canadian
registered airframes and engines with respect to which (i) a Grantor claims to be the owner for
U.S. federal income tax purposes, (ii) title to which is held by an Owner-Trustee and (iii) other
than any aircraft subject to an effective agreement (including an executed letter of intent) for
consignment or sale, shall be filed, accompanied by an opinion of counsel substantially in the form
previously provided to Barclays Bank PLC in August 2009 (subject to customary qualifications), such
filings and opinions to be in form and substance reasonably satisfactory to the Collateral Agent;
provided that (A) no Aircraft Mortgage or UCC financing statement shall be executed or filed to the
extent such execution or filing would be in violation of any effective lease executed for such
aircraft prior to July 20, 2009 or the date of acquisition of such aircraft or the date that such
aircraft became Unencumbered and (B) no provision of any document shall require any party to obtain
the cooperation or consent of or any action by any lessee of any aircraft. At such time as Canada
ratifies the Cape Town Convention, the applicable Grantors shall comply with the provisions
described under “Foreign Registered Aircraft” with respect to Unencumbered Canadian registered
airframes and engines.



Spare Engines




     The same procedure, mortgages, FAA filings and registrations under the Cape Town Convention
will be completed for Unencumbered spare engines that are acquired by any Grantor or spare engines
that any Grantor owns that become Unencumbered (in each case other than any spare engine subject to
an effective agreement (including an executed letter of intent) for consignment or sale) as set
forth in “U.S. Registered Aircraft” above together with an opinion of FAA/Cape Town or IR Counsel
in form and substance reasonably satisfactory to the Collateral Agent.



Sched. 1.1A-2




 









 





Fractional Interests




     No FAA filings, Cape Town Filings or UCC financing statements shall be required with respect
to any fractional interests in aircraft that are acquired by any Grantor or that are owned by any
Grantor and become Unencumbered.



Rail Assets




     (a) Subject to paragraphs (b) and (c) below, within thirty (30) days (or such longer period
as the Administrative Agent may agree in its sole discretion) of the date of acquisition by a
Grantor of any Unencumbered rolling stock or the date when rolling stock owned by a Grantor becomes
Unencumbered (in each case with respect to which a Grantor claims to be the owner for U.S. federal
income tax purposes and title to which is held by a Grantor or an Owner-Trustee), Grantor shall
cause to be filed with the STB applicable memoranda of security agreement (“STB Filings”) in
respect of the Collateral Agent’s Lien on such Unencumbered rolling stock (together with leases
thereof, to the extent related to such rolling stock) and, in each case, shall cause to be
delivered to the Collateral Agent opinion letters of special STB counsel to the Grantors, which
opinion letters shall include, without limitation, opinions confirming that (x) the STB Filings
have been duly filed and recorded pursuant to and in compliance with the recordation provisions and
(y) the STB Filings perfect a valid and first priority security interest in such rolling stock
(and, if applicable, leases thereof), such STB Filings and opinions, in each case, to be in form
and substance reasonably satisfactory to the Collateral Agent.



     (b) If the opinion requirements of clause (y) of paragraph (a) above are not satisfied with
respect to one or more newly acquired Unencumbered rail assets described in paragraph (a) above,
such rail assets shall not be subject to the requirements of such clause (y); provided that
the aggregate number and market value of rail assets so excluded is not material.



     (c) If any rail asset described in paragraph (a) above is not freely assignable or not
assignable without the notice or consent of any unrelated lessee or other third party in connection
with a lease transaction, such rail asset shall not be subject to the requirements of paragraph
(a).



Insurance on Aircraft




     The Collateral Agent shall be named as loss payee on all casualty insurance policies carried
by a Grantor on Unencumbered aircraft owned by a Grantor that are not subject to a lease and copies
of insurance certificates evidencing such naming shall promptly be delivered to the Collateral
Agent.



Sched. 1.1A-3




 









 





SCHEDULE 1.1B




CREDIT AND GUARANTY AGREEMENT




Refinancing Eligible Debt




	 	 	 	 	 	 	 
	 	 	Additional	 	 
	 	 	Borrower/Additional	 	 
	Refinancing Eligible Debt	 	Guarantors	 	Collateral
	Trade Finance
Business/Conduit:


Amended and Restated
Receivables Transfer and
Servicing Agreement,
dated as of December 24,
2003, among CMS Funding Company LLC, as seller of
participating interest,
The CIT Group/Commercial
Services, Inc., as the
servicer, the commercial
paper conduits party
thereto, as committed
purchasers, the agents
party thereto, as funding
agents, and JPMorgan
Chase Bank, N.A., as
administrative agent, as
amended, and other
related transaction
documents



Amount: $1,000,000,000


Refinancing: On or prior
to 

January 31, 2010	 	No Additional
Borrower (Borrower
is The CIT
Group/Commercial
Services, Inc.).
CMS Funding Company
LLC is an Additional Guarantor.	 	All assets of CMS
Funding Company,
LLC, including all
right, title and
interest in, to and
under:1


	 	 	§
	 	all receivables
transferred to CMS
Funding Company LLC
in the
securitization
representing
indebtedness and
payment obligations
of obligors to CMS
Funding Company LLC
arising from the
sale of goods or
provision of
services or in
respect of
agreements between
The CIT
Group/Commercial
Services, Inc. and
its clients, the
assets relating
thereto and the
collections
therefrom,
	

	 	 	 	§
	 	 all
equipment of CMS
Funding Company LLC
	 
	 	 	 	 	 	 
	

	 	 	 	§
	 	 specified
accounts and all
funds, instruments
therein and all
property received or
receivable in
respect thereto, and
	 
	 	 	 	 	 	 
	 

	 	 	 	§
	 	 all proceeds from the foregoing,








 




			
	1	 	The rights, remedies, powers, privileges and claims of
CMS Funding Company LLC under the transaction documents (and proceeds
therefrom), which are currently securing the Trade Finance Business/Conduit,
will not be pledged to the New Term Loan Lenders since they will be
extinguished through the transactions related to the termination of the Trade
Business Finance/Conduit.





Sched. 1.1B-1




 









 





	 	 	 	 	 	 	 
	 	 	Additional	 	 
	 	 	Borrower/Additional	 	 
	Refinancing Eligible Debt	 	Guarantors	 	Collateral
	Wells Fargo Facility:


Loan and Security
Agreement, dated as of
November 3, 2008, among
CIT Middle Market Funding
Company, LLC, as
borrower, CIT Lending Services Corporation, as
collateral manager and
Wells Fargo Bank, N.A.,
as lender, as agent, as
custodian, and as bank,
and other related
transaction documents 



Pledge and Collateral
Assignment Agreement,
dated as of November 3,
2008, between CIT Middle
Market Holdings LLC, as
pledgor, and Wells 	 	No Additional
Borrower (Borrower
is C.I.T. Lending
Services
Corporation).




CIT Middle Market
Funding Company, LLC and CIT Middle
Market Holdings, LLC
are Additional
Guarantors.	 	All assets of CIT
Middle Market
Funding Company, LLC
and CIT Middle
Market Holdings,
LLC, including:


	 	 	§
	 	any and all rights to receive
payments under the
secured loan
agreements and
credit agreements
between certain CIT
entities and
obligors (or
promissory notes
issued by obligors
in favor of certain
CIT entities)
assigned to CIT
Middle Market
Funding Company, LLC
under the Wells
Fargo
Facility,2
	Fargo
Bank, N.A., as agent, and
other related transaction
documents


Amount: $310,000,000



	 	 	 	§
	 	 the account
into which
collections under
such loans are
swept, and related
rights, benefits,
income and proceeds
therefrom,
	

	 	 	 	 	 	 
	Refinancing: On or prior
to 
anuary 31, 2010

	 	 	 	§
	 	 all right,
title and interest
of Middle Market
Holdings, LLC in the
100% membership
interest in CIT
Middle Market
Funding Company,
LLC, and
	 
	 	 	 	 	 	 
	 

	 	 	 	§
	 	 all right,
title and interest
in proceeds,
dividends,
distributions and
other assets and
rights related
thereto, and all
proceeds of the
foregoing.








 




			
	2	 	The subordinated promissory note, dated as of November
3, 2008, issued by CIT Middle Market Funding Company, LLC in favor of CIT
Middle Market Holdings, LLC currently securing the Wells Fargo Facility will
not be pledged to the New Term Loan Lenders as it will be extinguished through
the transactions related to the termination of the Wells Fargo Facility.





Sched. 1.1B-2




 









 





	 	 	 	 	 
	 	 	Additional	 	 
	 	 	Borrower/Additional	 	 
	Refinancing Eligible Debt	 	Guarantors	 	Collateral
	ECA Loan Facility: 




ECA loan facility,
between CIT Aerospace
International, as head
Lessee, Madeleine Leasing
Ltd., as Borrower and
Lessor, various financial
institutions as Original
ECA Lenders, ABN AMRO
Bank N.V., Paris branch,
as French National Agent,
ABN AMRO Bank N.V.,
Niederlassung
Deutschland, as German
National Agent, ABN AMRO
Bank N.V., London Branch,
as British National
Agent, Security Trustee
and ECA Facility Agent,
and CIT Aerospace
International, as
Servicing Agent.


Amount: $1,085,000,000


Refinancing: On or prior
to 

January 31, 2010

	 	


CIT Aerospace
International
(“CITAI”)3
	 	


Some or all of the
aircraft listed on
Exhibit A hereto
(together with any
applicable leases
thereof). If there
is a repayment of
all or any portion
of the ECA loan
facility, CITAI will
obtain title to each
aircraft with
respect to which the
loans have been
repaid. In such
event, CITAI will
provide the
Collateral Agent
with substantially
the same security
interest in such
aircraft (and
opinions with
respect thereto) as
the agent for the
ECA lenders received
from Madeleine
Leasing Ltd.,
provided that such
security interest
will be released if
the percentage of
shares of CITAI
pledged to the
Collateral Agent is
reduced in
accordance with the
terms of the Amended
Credit Facility (not
before January
2012).








 




			
	3	 	Madeleine Leasing Ltd. is the borrower under the ECA
loan facility. It is not a CIT company but acts as the head lessor under
aircraft head leases with CITAI in the ECA loan facility structure.





Sched. 1.1B-3




 









 





	 	 	 	 	 
	 	 	Additional	 	 
	 	 	Borrower/Additional	 	 
	Refinancing Eligible Debt	 	Guarantors	 	Collateral
	TRS Facility:


Confirmation, Credit
Support Annex, ISDA
Master Agreement and ISDA
Schedule, each dated June
6, 2008, as amended,
between CIT Financial
Ltd. and Goldman Sachs
International and the
Guarantees by CIT Group
Inc. and CIT Financial
(Barbados) Srl.


Amount: $2,266,000,000


Refinancing: On or prior
to 

January 31, 2010

	 	C.I.T. Leasing
Corporation or a
U.S. Affiliate who
will become a
Borrower (the
“Designated
Borrower”)
	 	The TRS Facility
relates to certain
securitization
assets (the
“Reference
Obligations”) that
may be repurchased
by CIT Financial
Ltd. under the terms
of the TRS Facility.
If CIT Financial
Ltd. repurchases
Reference
Obligations, the
Designated Borrower
will make an
unsecured
intercompany loan to
CIT Financial Ltd.
with proceeds of
Tranche 2 Term Loans
to fund the
repurchase price and
CIT Financial Ltd.
will in turn
immediately transfer
such Reference
Obligations to the
Designated Borrower
in repayment of such
intercompany loan.
Such repurchased
Reference
Obligations held by
the Designated
Borrower will
constitute
additional
Collateral.
	 
	 	 	 	 
	Rail Head Leases:


Various Rail Head Lease
transactions with The CIT
Group/Equipment
Financing, Inc., as
lessee, listed on Annex 1
hereto, whether or not
such rail cars and other
rolling stock become
Collateral, but subject
to the application of any
LILO Mitigation Proceeds
in accordance with
Section 2.10(d) of the
Credit Agreement.


Amount: $1,650,000,000


Refinancing: On or prior
to 

January 31, 2010

	 	None (Borrower is
The CIT
Group/Equipment
Financing, Inc.)
	 	Up to 28,493 rail
cars and other
rolling stock
currently subject to
any of the lease
financings of The
CIT Group/Equipment
Financing, Inc., as
lessee, listed on
Annex 1 hereto, but
only if and to the
extent title to such
rail cars and
rolling stock is
transferred to The
CIT Group/Equipment
Financing, Inc. The
list of rail cars
and rolling stock
subject to the
various rail head
lease transactions
is set forth on
Exhibit B hereto.
The lessors have not
yet determined
which, if any, of
such rail cars and
rolling stock will
be transferred to
The CIT
Group/Equipment
Finance, Inc.






Sched. 1.1B-4





 











 





Exhibit A to SCHEDULE 1.1B




CREDIT AND GUARANTY AGREEMENT




CIT – ECA facility – 2008 Deals




	 	 	 	 	 	 	 	 	 
	 	 	Lessee	 	Type/msn	 	Country of Registration	 	Closing date
	1
	 	Air Europa (refinancing)
	 	A330/ 931
	 	Spain
	 	18 July 2008
	2
	 	Qatar Airways (refinancing)
	 	A321/ 3397
	 	Qatar
	 	29 July 2008
	3
	 	Cebu Pacific (refinancing)
	 	A320/ 3433
	 	Philippines
	 	31 July 2008
	4
	 	Cebu Pacific (refinancing)
	 	A320/ 3472
	 	Philippines
	 	31 July 2008
	5
	 	Cebu Pacific (refinancing)
	 	A320/ 3487
	 	Philippines
	 	31 July 2008
	6
	 	Armavia (refinancing)
	 	A320/ 3492
	 	Armenia
	 	6 August 2008
	7
	 	Air Europa
	 	A330/ 950
	 	Spain
	 	4 September 2008
	8
	 	Qatar Airways
	 	A321/ 3636
	 	Qatar
	 	22 September 2008
	9
	 	Juneyao
	 	A320/ 3605
	 	China
	 	23 September 2008
	10
	 	Qatar Airways
	 	A321/ 3669
	 	Qatar
	 	10 October 2008
	11
	 	Cebu Pacific
	 	A320/ 3646
	 	Philippines
	 	17 October 2008
	12
	 	Avianca (refinancing)
	 	A319/ 3518
	 	Columbia
	 	23 October 2008
	13
	 	Etihad
	 	A320/ 3693
	 	United Arab Emirates
	 	25 November 2008
	14
	 	Etihad
	 	A320/ 3713
	 	United Arab Emirates
	 	12 December






Ex. A to Sched. 1.1B-1





 









 








CIT
– ECA facility – 2009 Deals




	 	 	 	 	 	 	 	 	 
	 	 	Lessee	 	Type/msn	 	Country of Registration	 	Closing date
	1
	 	Mexicana (refinancing)
	 	A330/ msn 0966
	 	Mexico
	 	26 February
	2
	 	Mexicana (refinancing)
	 	A330/ msn 0971
	 	Mexico
	 	27 February
	3
	 	Etihad
	 	A330/ msn 991
	 	United Arab Emirates
	 	4 March
	4
	 	Tiger (refinancing)
	 	A319/ msn 3801
	 	Singapore
	 	20 March
	5
	 	Tiger (refinancing)
	 	A319/ msn 3757
	 	Singapore
	 	20 March
	6
	 	Etihad (refinancing)
	 	A330/ msn 975
	 	United Arab Emirates
	 	26 March
	7
	 	NAS (refinancing)
	 	A320/ msn 3787
	 	Cayman Islands
	 	31 March
	8
	 	Iberworld (refinancing)
	 	A320/ msn 3758
	 	Spain
	 	3 April
	9
	 	NAS (refinancing)
	 	A320/ msn 3817
	 	Cayman Islands
	 	21 April
	10
	 	Qantas
	 	A321/ msn 3916
	 	Australia
	 	28 May
	11
	 	NAS (refinancing)
	 	A320/ msn 3894
	 	Cayman Islands
	 	10 June
	12
	 	Qantas
	 	A321/ msn 3948
	 	Australia
	 	25 June
	13
	 	Qantas (refinancing)
	 	A321/ msn 3899
	 	Australia
	 	7 July






Ex. A to Sched. 1.1B-2




 









 





Exhibit B to SCHEDULE 1.1B




CREDIT AND GUARANTY AGREEMENT




Railcars and Other Rolling Stock



List of railcars and rolling stock subject to the rail head lease transactions listed on Annex 1
hereto delivered to the Administrative Agent on October 26, 2009 and available upon request.




Ex. B to Sched. 1.1B




 









 





Annex 1 to SCHEDULE 1.1B




CREDIT AND GUARANTY AGREEMENT




The CIT Group/Equipment Financing, Inc. Lease Financings





	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-A), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-B), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-D), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-E), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-F), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-G), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2001-H), dated as of September 28, 2001, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2004-1), dated as of September 29, 2004, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2004-2), dated as of December 29, 2004, between The
CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2005-1), dated as of September 30, 2005, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.





An. 1 to Schedule 1.1B-1




 









 






	•	 	Equipment Lease Agreement (CIT Rail Trust 2005-2), dated as of December 29, 2005, between The
CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2006-1), dated as of June 30, 2006, between The CIT
Group/Equipment Financing, Inc., as Lessee, and CIT Rail Trust 2006-1, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2006-2), dated as of September 29, 2006, between
The CIT Group/Equipment Financing, Inc., as Lessee, CIT Rail Trust 2006-2, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2006-3), dated as of September 29, 2006, between
The CIT Group/Equipment Financing, Inc., as Lessee, and CIT Rail Trust 2006-3, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2007-1), dated as of June 29, 2007, between The CIT
Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2007-2), dated as of June 29, 2007, between The CIT
Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2007-3), dated as of September 28, 2007, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2007-4), dated as of September 28, 2007, between
The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2007-5), dated as of December 27, 2007, between The
CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Equipment Lease Agreement (CIT Rail Trust 2007-6), dated as of December 27, 2007, between The
CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest, National
Association, in its capacity as Owner Trustee, as Lessor.






	•	 	Master Railcar Lease Agreement, dated as of September 30, 1997, between The CIT
Group/Equipment Financing, Inc., as Lessee, and M&T Credit Services, LLC (“M&T”), AT&T Capital
Services, Inc. (“AT&T”), and Siemens Financial Services, Inc. (“Siemens”) (M&T, AT&T, and
Siemens are collectively referred to as the “Lessors”). [Bombardier Lease #2].





An. 1 to Schedule 1.1B-2




 









 






	•	 	Master Railcar Lease Agreement (No. 0000153), dated as of December 2, 1997, as amended,
between The CIT Group/Equipment Financing, Inc., as Lessee, and Wells Fargo Bank Northwest,
National Association, in its capacity as Owner Trustee, as Lessor. [Bombardier Lease
#3].






	•	 	Railcar Lease, dated as of December 15, 1997, between The CIT Group/Equipment Financing,
Inc., as Lessee, and BNY Midwest Trust Company, in its capacity as Owner Trustee, as Lessor.
[Bombardier Lease #4].






	•	 	Lease Agreement (1999A-1), dated as of January 14, 1999, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #6].






	•	 	Lease Agreement (1997-1), dated as of December 15, 1997, between The CIT Group/Equipment
Financing, Inc., as Lessee, and BNY Midwest Trust Company, in its capacity as Owner Trustee,
as Lessor. [Bombardier Lease #7].






	•	 	Lease Agreement (1998A-1), dated as of September 29, 1999, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #8].






	•	 	Lease Agreement(1998A-2), dated as of September 29, 1999, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #9].






	•	 	Railcar Master Lease Agreement, dated as of April 15, 1998, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Wells Fargo Equipment Finance, Inc., as Lessor. [Bombardier
Lease #10].






	•	 	Lease Agreement(1999B-1), dated as of September 29, 1999, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #11].






	•	 	Lease Agreement (1999B-2), dated as of September 29, 1999, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #12].






	•	 	Lease Agreement (1999C-1), dated as of September 29, 1999, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #13]






	•	 	Lease Agreement (2000A-1), dated as of May 15, 2000, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #14]





An. 1 to Schedule 1.1B-3




 









 






	•	 	Lease Agreement (2000B-1), dated as of July 10, 2000, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #15]






	•	 	Lease Agreement (2000C-1), dated as of September 27, 2000, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #16]






	•	 	Lease Agreement (2001A-1), dated as of July 1, 2001, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #17]






	•	 	Lease Agreement (2001B-1), dated as of October 15, 2001, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #18]






	•	 	Lease Agreement (2001B-2), dated as of October 15, 2001, between The CIT Group/Equipment
Financing, Inc., as Lessee, and Manufacturers and Traders Trust Company, in its capacity as
Owner Trustee, as Lessor. [Bombardier Lease #19]






	•	 	Master Railcar Lease Agreement, dated as of September 30, 1997, between The CIT
Group/Equipment Financing, Inc., as Lessee, and Fifth Third Leasing Company, as Lessors.
[Bombardier Lease #20].






	•	 	Master Railcar Lease, dated as of July 25, 2002, by and between The CIT Group/Equipment
Financing, Inc., as Lessee, and North America Rail Leasing #2 LLC, as Lessor. [Bombardier Lease
#21





An. 1 to Schedule 1.1B-4




 









 





SCHEDULE 1.1C




CREDIT AND GUARANTY AGREEMENT




Regulated Entities





	 	•	 	Atmor Properties, Inc.
	 
	 	•	 	Banco Commercial Investment Trust do Brasil S.A. – Banco Múltiplo
	 
	 	•	 	CIT (France) SA
	 
	 	•	 	CIT (France) SAS
	 
	 	•	 	CIT Bank
	 
	 	•	 	CIT Bank Limited
	 
	 	•	 	CIT Capita Columbia S.A., CFC
	 
	 	•	 	CIT Capital Securities LLC
	 
	 	•	 	CIT Commercial Services GmbH
	 
	 	•	 	CIT Finance & Leasing Corporation
	 
	 	•	 	CIT Financial de Puerto Rico Inc.
	 
	 	•	 	CIT Financial (Hong Kong) Limited
	 
	 	•	 	CIT Financial (Korea) Limited
	 
	 	•	 	CIT Group (Belgium) NV/SA
	 
	 	•	 	CIT Group Italy Srl
	 
	 	•	 	CIT Group (Nordic) AB
	 
	 	•	 	CIT Group (Nordic) AB, Sucural en España
	 
	 	•	 	CIT Group (Switzerland) AG
	 
	 	•	 	CIT Group Securities (Canada) Inc.
	 
	 	•	 	CIT Industrie Bank (Germany) GmbH
	 
	 	•	 	CIT Industrie Leasing (Germany) GmbH
	 
	 	•	 	CIT Insurance Agency, Inc.
	 
	 	•	 	CIT International (Malaysia) Sdn Bhd
	 
	 	•	 	CIT Leasing (Germany) GmbH
	 
	 	•	 	CIT Malaysia One, Inc.
	 
	 	•	 	CIT Malaysia Two, Inc.
	 
	 	•	 	CIT Small Business Lending Corporation
	 
	 	•	 	Education Lending Services, Inc.
	 
	 	•	 	Equipment Protection Services (Europe) Limited
	 
	 	•	 	Highlands Insurance Company Limited





The Equipment Insurance Company (TEIC)




Sched. 1.1C




 









 





SCHEDULE 2.1




CREDIT AND GUARANTY AGREEMENT




Borrower Amounts




	 	 	 	 	 
	CIT Group Inc.

	 	$	500,000,000	 
	CIT Capital USA Inc.

	 	$	250,000,000	 
	CIT Healthcare LLC

	 	$	250,000,000	 
	CIT Lending Services Corporation

	 	$	250,000,000	 
	CIT Lending Services Corporation (Illinois)

	 	$	250,000,000	 
	The CIT Group / Commercial Services, Inc.

	 	$	250,000,000	 
	The CIT Group / Business Credit, Inc.

	 	$	250,000,000	 






Sched. 2.1



 









 





SCHEDULE 4.1




TO CREDIT AND GUARANTY AGREEMENT




Jurisdictions of Organization and Qualification




	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Credit Party	 	Organization	 	Type of Entity
	Baffin Shipping Co., Inc.

	 	Delaware
	 	Corporation
	C.I.T. Leasing Corporation

	 	Delaware
	 	Corporation
	Capita Colombia Holdings Corp.

	 	Delaware
	 	Corporation
	Capita Corporation

	 	Delaware
	 	Corporation
	Capita International L.L.C.

	 	Delaware
	 	Limited liability company
	Capita Premium Corporation

	 	Delaware
	 	Corporation
	CIT Capital USA Inc.

	 	Delaware
	 	Corporation
	CIT China 12, Inc.

	 	Delaware
	 	Corporation
	CIT China 13, Inc.

	 	Delaware
	 	Corporation
	CIT China 2, Inc.

	 	Delaware
	 	Corporation
	CIT China 3, Inc.

	 	Delaware
	 	Corporation
	CIT Communications Finance Corporation

	 	Delaware
	 	Corporation
	CIT Credit Finance Corp.

	 	Delaware
	 	Corporation
	CIT Credit Group USA Inc.

	 	Delaware
	 	Corporation
	CIT Financial (Barbados) Srl

	 	Barbados
	 	Society
	CIT Financial Ltd. of Puerto Rico

	 	Delaware
	 	Corporation.
	CIT Financial USA, Inc.

	 	Delaware
	 	Corporation
	CIT Group (NJ) LLC

	 	Delaware
	 	Limited liability company







Sched. 4.1-1


 









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Credit Party	 	Organization	 	Type of Entity
	CIT Group Holdings (UK) Limited

	 	United Kingdom
	 	Private company limited by shares4
	CIT Group Inc.

	 	Delaware
	 	Corporation
	CIT Group SF Holding Co., Inc.

	 	Delaware
	 	Corporation
	CIT Healthcare LLC

	 	Delaware
	 	Limited liability company
	CIT Holdings No. 2 (Ireland)

	 	Ireland
	 	Unlimited liability company
	CIT Holdings Canada ULC

	 	Canada
	 	Corporation
	CIT Lending Services Corporation

	 	Delaware
	 	Corporation
	CIT Lending Services Corporation (Illinois)

	 	Delaware
	 	Corporation
	CIT Loan Corporation (f/k/a The CIT
Group/Consumer 

Finance, Inc.)

	 	Delaware
	 	Corporation
	CIT Real Estate Holding Corporation

	 	Delaware
	 	Corporation
	CIT Realty LLC

	 	Delaware
	 	Limited liability company
	CIT Technologies Corporation

	 	Michigan
	 	Corporation
	CIT Technology Financing Services, Inc.

	 	Massachusetts
	 	Corporation
	Education Loan Servicing Corporation

	 	Delaware
	 	Corporation
	Equipment Acceptance Corporation

	 	New York
	 	Corporation
	Franchise Portfolio 1, Inc.

	 	Delaware
	 	Corporation
	Franchise Portfolio 2, Inc.

	 	Delaware
	 	Corporation






 




			
	4	 	Filings for good standing pending. Good standing
certificate to be delivered under Schedule 5.19.




Sched. 4.1-2


 









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Credit Party	 	Organization	 	Type of Entity
	GFSC Aircraft Acquisition Financing Corporation

	 	Delaware
	 	Corporation
	Hudson Shipping Co., Inc.

	 	Delaware
	 	Corporation
	Namekeepers LLC

	 	Delaware
	 	Limited liability company
	Owner-Operator Finance Company

	 	Delaware
	 	Corporation
	Student Loan Xpress, Inc.

	 	Delaware
	 	Corporation
	The CIT Group/BC Securities Investment, Inc.

	 	New Jersey
	 	Corporation
	The CIT Group/Business Credit, Inc.

	 	New York
	 	Corporation
	The CIT Group/Capital Finance, Inc.

	 	Delaware
	 	Corporation
	The CIT Group/Capital Transportation, Inc.

	 	Delaware
	 	Corporation
	The CIT Group/CmS Securities Investment, Inc.

	 	New Jersey
	 	Corporation
	The CIT Group/Commercial Services, Inc.

	 	New York
	 	Corporation
	The CIT Group/Commercial Services, Inc. (Va.)

	 	Delaware
	 	Corporation
	The CIT Group/Consumer Finance, Inc. (NY)

	 	New York
	 	Corporation
	The CIT Group/Consumer Finance, Inc. (TN)

	 	Delaware
	 	Corporation
	The CIT Group/Corporate Aviation, Inc.

	 	Delaware
	 	Corporation
	The CIT Group/Equipment Financing, Inc.

	 	Delaware
	 	Corporation




Sched. 4.1-3


 









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Credit Party	 	Organization	 	Type of Entity
	The CIT Group/Equity Investments, Inc.

	 	New Jersey
	 	Corporation
	The CIT Group/Factoring One, Inc.

	 	New York
	 	Corporation
	The CIT Group/FM Securities Investment, Inc.

	 	New Jersey
	 	Corporation
	The CIT Group/LsC Securities Investment, Inc.

	 	New Jersey
	 	Corporation
	The CIT Group/Securities Investment, Inc.

	 	Delaware
	 	Corporation
	The CIT Group/Venture Capital, Inc.

	 	New Jersey
	 	Corporation
	Western Star Finance, Inc.

	 	Delaware
	 	Corporation






Sched. 4.1-4


 











 





SCHEDULE 4.2




TO CREDIT AND GUARANTY AGREEMENT




Capital Stock and Ownership




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percentage	 	 
	Name of Subsidiary of CIT Group	 	Type of	 	Ownership by	 	 
	Inc.	 	Entity	 	Direct Parent	 	Name of Direct Parent
	Baffin Shipping
Co., Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	C.I.T. Leasing
Corporation

	 	CORP
	 	 	51	%	 	The CIT Group/ Commercial Services, Inc.
	 

	 	 	 	 	49	%	 	The CIT Group/Equipment Financing, Inc.
	 
	 	 	 	 	 	 	 	 
	Capita Colombia
Holdings Corp.

	 	CORP
	 	 	100	%	 	Capita Corporation
	Capita Corporation

	 	CORP
	 	 	100	%	 	CIT Credit Group USA Inc.
	Capita
International
L.L.C.

	 	LLC
	 	 	99	%	 	Capita Corporation
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	1	%	 	CIT Communications Finance Corporation
	 
	 	 	 	 	 	 	 	 
	Capita Premium
Corporation

	 	CORP
	 	 	100	%	 	Capita Corporation
	CIT Capital USA Inc.

	 	CORP
	 	 	100	%	 	CIT Credit Group USA Inc.
	CIT China 12, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT China 13, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT China 2, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT China 3, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT Communications
Finance Corporation

	 	CORP
	 	 	100	%	 	Capita Corporation
	CIT Credit Finance
Corp

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT Credit Group
USA Inc.

	 	CORP
	 	 	100	%	 	C.I.T. Leasing Corporation
	CIT Financial
Ltd./Services
Financiers CIT
Ltee.

	 	CORP
	 	 	100	%	 	CIT Financial (Barbados) Srl
	CIT Financial Ltd.
of Puerto Rico

	 	CORP
	 	 	100	%	 	CIT Communications Finance Corporation
	CIT Financial USA
Inc.

	 	CORP
	 	 	100	%	 	Capita Corporation
	CIT Group (NJ) LLC

	 	LLC
	 	 	100	%	 	CIT Group Inc.
	CIT Group Funding
Company of Delaware
LLC

	 	LLC
	 	 	100	%	 	C.I.T. Leasing Corporation






Sched. 4.2-1














 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percentage	 	 
	Name of Subsidiary of CIT Group	 	Type of	 	Ownership by	 	 
	Inc.	 	Entity	 	Direct Parent	 	Name of Direct Parent
	CIT Group SF
Holding Co., Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	CIT Healthcare LLC

	 	LLC
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT Holdings Canada
ULC

	 	ULC
	 	 	100	%	 	CIT Transportation Holdings B.V.
(Netherlands)
	CIT Lending
Services
Corporation

	 	CORP
	 	 	100	%	 	Capita Corporation
	CIT Lending
Services
Corporation
(Illinois) f/k/a
Bering Shipping
Co., Inc.)

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT Loan
Corporation (f/k/a
The CIT
Group/Consumer
Finance, Inc.)

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	CIT Real Estate
Holding Corporation

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing Inc.
	CIT Realty LLC

	 	LLC
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	CIT Technologies
Corporation

	 	CORP
	 	 	100	%	 	CIT Lending Services Corporation
	CIT Technology
Financing Services,
Inc.

	 	CORP
	 	 	100	%	 	CIT Lending Services Corporation
	Education Loan
Servicing
Corporation

	 	CORP
	 	 	100	%	 	Student Loan Xpress, Inc.
	Equipment
Acceptance
Corporation

	 	CORP
	 	 	100	%	 	The CIT Group/Capital Finance, Inc.
	Franchise Portfolio
1, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	Franchise Portfolio
2, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	GFSC Aircraft
Acquisition
Financing
Corporation

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	Hudson Shipping
Co., Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	Namekeepers LLC

	 	LLC
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	Owner-Operator
Finance Company

	 	CORP
	 	 	100	%	 	CIT Financial USA, Inc.
	Student Loan
Xpress, Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT Group/BC
Securities
Investment, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Business Credit, Inc.
	The CIT
Group/Business
Credit, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	The CIT
Group/Capital
Finance, Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT
Group/Capital
Transportation,
Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Commercial Services, Inc.
	The CIT Group/CmS
Securities
Investment, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Commercial Services, Inc.
	The CIT
Group/Commercial
Services, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	The CIT
Group/Commercial
Services, Inc.
(Va.)

	 	CORP
	 	 	100	%	 	The CIT Group/Commercial Services, Inc.






Sched. 4.2-2















 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percentage	 	 
	Name of Subsidiary of CIT Group	 	Type of	 	Ownership by	 	 
	Inc.	 	Entity	 	Direct Parent	 	Name of Direct Parent
	The CIT
Group/Consumer
Finance, Inc.(NY)

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT
Group/Consumer
Finance, Inc.(TN)

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT
Group/Corporate
Aviation, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	The CIT
Group/Equipment
Financing, Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT
Group/Equity
Investments, Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT
Group/Factoring
One, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Commercial Services, Inc.
	The CIT Group/FM
Securities
Investment, Inc.

	 	CORP
	 	 	100	%	 	CIT Group Inc.
	The CIT Group/LsC
Securities
Investment, Inc.

	 	CORP
	 	 	100	%	 	C.I.T. Leasing Corporation
	The CIT
Group/Securities
Investment, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equipment Financing, Inc.
	The CIT
Group/Venture
Capital, Inc.

	 	CORP
	 	 	100	%	 	The CIT Group/Equity Investments, Inc.
	Western Star
Finance, Inc.

	 	CORP
	 	 	100	%	 	CIT Credit Group USA Inc.






Sched. 4.2-3














 








SCHEDULE 4.11




TO CREDIT AND GUARANTY AGREEMENT




Adverse Proceedings



1. That certain litigation instituted in the United States District Court for the Southern
District of New York, captioned ACP Master, Ltd. Et al v. CIT Group Funding Company of Delaware,
LLC, Civil Action No. 09 CIV 8144 and filed on or about September 23, 2009



2. That certain litigation instituted in the Court of Chancery of the State of Delaware, captioned
Aurelius Capital Master, et al. v. Votek et al., Case No. 4914- and filed on or about September 23,
2009 by certain holders of the (i) the 4.65% Notes due July 1, 2010, issued by CIT Group Funding
Company of Canada (n/k/a Delaware Funding) and guaranteed by CIT Group Inc., pursuant to the
Indenture dated as of May 31, 2005; (ii) the 5.60% Notes due November 2, 2011, issued by CIT Group
Funding Company of Canada (n/k/a Delaware Funding) and guaranteed by CIT Group, Inc. pursuant to
the Indenture dated as of May 31, 2005; and (iii) the 5.20% Senior Notes due June 1, 2015, issued
by CIT Group Funding of Canada (n/k/a Delaware Funding) and guaranteed by CIT Group, Inc. pursuant
to the Indenture dated as of May 31, 2005.




Sched. 4.11














 








SCHEDULE 5.19




CREDIT AND GUARANTY AGREEMENT




Post-Closing Matters




Foreign Registered Aircraft




     A new international interest between the applicable grantor and the Collateral Agent shall be
filed as a precautionary measure under the Cape Town Convention (with written proof of recordation
of such filings delivered to the Collateral Agent promptly after such recordation) with respect to
the foreign registered aircraft listed on Annex 1 hereto, and, in connection with the applicable
Cape Town filings and the applicable Aircraft Assignment Agreements, the applicable grantors shall
deliver an opinion of special aircraft counsel (“FAA/Cape Town or IR Counsel”), an opinion of
Mexican counsel or an opinion of Chinese counsel, each in form and substance reasonably
satisfactory to the Collateral Agent, all promptly but in any event not later than ten (10)
Business Days after the Amendment Agreement Effective Date (or such longer period as the
Administrative Agent may agree in its sole discretion).



U.S. Registered Aircraft




     In connection with the applicable Aircraft Assignment Agreements and the applicable Cape Town
Filings and Federal Aviation Administration (“FAA”) filings with respect to the U.S. registered
aircraft listed on Annex 1 hereto, an opinion of FAA counsel in form and substance reasonably
satisfactory to the Collateral Agent shall be delivered within five (5) Business Days after the
Amendment Agreement Effective Date (or such longer period as the Administrative Agent may agree in
its sole discretion).



Canadian Aircraft




     Promptly after the execution of an Aircraft Assignment Agreement by the Collateral Agent and
Barclays Bank PLC for the Existing OT Canadian Aircraft Collateral listed on Annex 1 hereto, UCC
financing statement amendments with respect to such aircraft (and written proof of recordation of
such filings shall be delivered to the Collateral Agent promptly after such recordation)
accompanied by an opinion of counsel in form and substance reasonably satisfactory to the
Collateral Agent within five (5) Business Days after the Amendment Agreement Effective Date (or
such longer period as the Administrative Agent may agree in its sole discretion).



Sched. 5.19-1














 








Spare Engines




     In connection with the applicable Aircraft Assignment Agreement and the applicable Cape Town
Filings and FAA filings with respect to the spare engines listed on Annex 1 hereto, an opinion of
FAA/Cape Town or IR Counsel in form and substance reasonably satisfactory to the Collateral Agent
within five (5) Business Days after the Amendment Agreement Effective Date (or such longer period
as the Administrative Agent may agree in its sole discretion).



Rail Assets




     Promptly after execution of a notice of appointment of successor administrative agent and
collateral agent, Surface Transportation Board (“STB”) filings will be made to evidence the
replacement of Barclays Bank PLC, as collateral agent, with the Collateral Agent in respect of the
rail collateral listed on Annex 2 hereto (subject to changes to reflect sales, casualties,
scrappings and other similar dispositions permitted under this Agreement, the “Existing Rail
Collateral”) (and written proof of recordation of such filings shall be delivered to Collateral
Agent promptly after such recordation), together with opinion letters of special STB counsel to the
Grantors, in form and substance reasonably satisfactory to the Collateral Agent, all to be
completed within seven (7) Business Days after the Amendment Agreement Effective Date (or such
longer period as the Administrative Agent may agree in its sole discretion).



Foreign Equity Pledges




     Within three (3) Business Days after the Amendment Agreement Effective Date, Company shall
file or cause to be filed (i) a new form 8E/Slavenburg for CIT Holdings Canada ULC with respect to
this Agreement, (ii) a new form 8E/Slavenburg for CIT Holdings Canada ULC with respect to the
applicable Irish share mortgage, (iii) a new form C1 for CIT Holdings No. 2 (Ireland) with respect
to this Agreement, and (iv) a new form C1 for CIT Holdings No. 2 (Ireland) with respect to the
applicable Irish share mortgage.



     Promptly, but in any event, on or before November 25, 2009, the Company shall file or register
such documents, in accordance with Barbados law, to evidence that Bank of America, N.A. is the
successor Collateral Agent, as reasonably required by the Collateral Agent together with a
favorable opinion of Barbados Counsel, in form and substance reasonably satisfactory to the
Collateral Agent.



Sched. 5.19-2














 








Good Standing Certificates




     Within fifteen (15) Business Days after the Amendment Agreement Effective Date, Company shall
deliver a good standing (or equivalent) certificate for CIT Group Holdings (UK) Limited from the
jurisdiction of its organization.



Deposit Accounts and Securities Accounts




     On or before December 15, 2009, Company shall deliver executed Control Agreements for Deposit
Accounts and Securities Accounts established in accordance with Section 5.14(d), and if the bank or
securities intermediary maintaining the account executes a Control Agreement, accompanied by an
opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent to the
effect that the Collateral Agent has a valid and perfected security interest in such Deposit
Account or Securities Account. On or before the date required in Section 5.14(f), deliver executed
Control Agreements for the Payment Accounts in accordance with Section 5.14(f).



Insurance Certificates




     Within fifteen (15) Business Days after the Amendment Effective Date, Company shall deliver (a) a
new certificate of Evidence of Commercial Property Insurance indicating the renewal of the policy
that expires October 31, 2009, in substantially the same form as such certificate that was
delivered on the Amendment Effective Date and (b) endorsements of the general liability and
commercial property insurance policies naming Bank of America, N.A. as Collateral Agent as
additional insured and loss payee, as applicable.



Sched. 5.19-3














 





Annex 1 to SCHEDULE 5.19




CREDIT AND GUARANTY AGREEMENT




Aircraft




Commercial U.S. Registered Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe	 	 	 	 	 	 	 	Registration	 	 
	Manufacturer	 	Model	 	MSN	 	Engine Type	 	ESN	 	Jurisdiction	 	Entity
	Boeing
	 	737-700
	 	30241
	 	CFM56-7B20
	 	889727, 889728
	 	U.S.
	 	CITL
	Boeing
	 	737-700
	 	30245
	 	CFM56-7B20
	 	888798, 889795
	 	U.S.
	 	CITL
	Boeing
	 	737-800
	 	29660
	 	CFM56-7B26/3
	 	894804, 894806
	 	U.S.
	 	CITL
	Boeing
	 	737-800
	 	30618
	 	CFM56-7B26
	 	888322, 888324
	 	U.S.
	 	CITL
	Boeing
	 	737-800
	 	30619
	 	CFM56-7B26
	 	888370, 888378
	 	U.S.
	 	CITL
	Boeing
	 	757-200
	 	24522
	 	RB211-535E4-37
	 	30718, 30719
	 	U.S.
	 	WF
	Boeing
	 	757-200
	 	24622
	 	PW2037
	 	717938, 717939
	 	U.S.
	 	CITL
	Boeing
	 	757-200
	 	24995
	 	PW2037
	 	726525, 726526
	 	U.S.
	 	WTC
	Boeing
	 	757-200
	 	24771
	 	RB211-535E4-37
	 	30737, 31234
	 	U.S.
	 	CITL
	Boeing
	 	757-200
	 	23614
	 	PW2037
	 	716474, 716479
	 	U.S.
	 	WF
	Airbus
	 	A319-100
	 	1625
	 	CFM56-5B6/P
	 	575293, 575295
	 	U.S.
	 	WF
	Airbus
	 	A320-200
	 	762
	 	V2527-A5
	 	V10300, V10301
	 	U.S.
	 	WF
	Airbus
	 	A320-200
	 	2359
	 	V2527-A5
	 	V11837, V11838
	 	U.S.
	 	WF
	Airbus
	 	A320-200
	 	1806
	 	CFM56-5B4/P
	 	575430, 575431
	 	U.S.
	 	CITL






Commercial Foreign Registered Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe	 	 	 	 	 	 	 	Registration	 	 
	Manufacturer	 	Model	 	MSN	 	Engine Type	 	ESN	 	Jurisdiction	 	Entity
	Boeing
	 	737-400
	 	24123
	 	CFM56-3C1
	 	725158*
	 	Indonesia
	 	CITL
	Airbus
	 	A319-100
	 	1778
	 	CFM56-5B6/P
	 	575444, 575445
	 	China
	 	CIT China 12
	Airbus
	 	A319-100
	 	1786
	 	CFM56-5B6/P
	 	575457, 575458
	 	China
	 	CIT China 13






An. 1 to Sched. 5.19-1














 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe	 	 	 	 	 	 	 	Registration	 	 
	Manufacturer	 	Model	 	MSN	 	Engine Type	 	ESN	 	Jurisdiction	 	Entity
	Airbus
	 	A320-200
	 	772
	 	CFM56-5B4/P
	 	779337, 779338
	 	China
	 	CIT China 2
	Airbus
	 	A320-200
	 	799
	 	CFM56-5B4/P
	 	779363, 779364
	 	China
	 	CIT China 3
	Airbus
	 	A319-100
	 	2066
	 	CFM56-5B6/P
	 	575676, 575680
	 	Mexico
	 	WF
	Airbus
	 	A319-100
	 	2078
	 	CFM56-5B6/P
	 	575691, 575692
	 	Mexico
	 	WF
	Airbus
	 	A319-100
	 	2662
	 	CFM56-5B6/P
	 	577471, 577472
	 	Mexico
	 	WF
	Boeing
	 	767-300ER
	 	26389
	 	CF6-80C2B6F
	 	702736, 702773
	 	Ireland
	 	WF








 




			
	*	 	The second engine on this aircraft belongs to an unrelated lessor.





Commercial Canadian Registered Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe	 	 	 	 	 	 	 	Registration	 	 
	Manufacturer	 	Model	 	MSN	 	Engine Type	 	ESN	 	Jurisdiction	 	Entity
	Boeing
	 	737-800
	 	29921
	 	CFM56-7B24
	 	889771, 890422
	 	Canada
	 	CITL
	Boeing
	 	737-800
	 	29923
	 	CFM56-7B24
	 	890295, 890417
	 	Canada
	 	CITL
	Boeing
	 	737-800
	 	29933
	 	CFM56-7B24
	 	890888, 890889
	 	Canada
	 	CITL
	Boeing
	 	737-800
	 	29934
	 	CFM56-7B24
	 	890992, 891943
	 	Canada
	 	CITL
	Boeing
	 	737-800
	 	29642
	 	CFM56-7B26
	 	894597, 894598
	 	Canada
	 	CITL
	Boeing
	 	737-800
	 	33029
	 	CFM56-7B26
	 	892868, 892870
	 	Canada
	 	CITL
	Boeing
	 	757-200
	 	25053
	 	RB211-535E4-37
	 	30785, 30786
	 	Canada
	 	CITL
	Boeing
	 	767-300ER
	 	25121
	 	CF6-80C2B6F
	 	702502, 702503
	 	Canada
	 	CITL
	Boeing
	 	767-300ER
	 	24087
	 	CF6-80C2B6F
	 	702108, 703124
	 	Canada
	 	CITL
	Boeing
	 	767-300ER
	 	25584
	 	PW4060
	 	P724722, P724729
	 	Canada
	 	CITL
	Boeing
	 	767-300ER
	 	26387
	 	CF6-80C2B6F
	 	702733, 702766
	 	Canada
	 	CITL
	Boeing
	 	767-300ER
	 	26388
	 	CF6-80C2B6F
	 	702775, 702776
	 	Canada
	 	CITL
	Airbus
	 	A310-300
	 	658
	 	CF6-80C2A8
	 	695535, 695557
	 	Canada
	 	WF






An. 1 to Sched. 5.19-2














 








Business Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe	 	 	 	 	 	 	 	Registration	 	 
	Manufacturer	 	Model	 	MSN	 	Engine Type	 	ESN	 	Jurisdiction	 	Entity
	Gulfstream Aerospace
	 	Gulfstream G-IV
	 	1281
	 	Rolls Royce model
Tay MK611
	 	16688, 16689
	 	United States
	 	CITL
	Gulfstream Aerospace
	 	Gulfstream G-IV
	 	1407
	 	Rolls Royce model
Tay MK611
	 	16943, 16944
	 	United States
	 	CITL
	Gulfstream Aerospace
	 	Gulfstream G-IV
	 	1395
	 	Rolls Royce model
Tay MK611
	 	16929, 16930
	 	United States
	 	CITL
	Dassault Aviation
	 	Falcon 2000
	 	71
	 	CFE Company model
CFE 738-1-1B
	 	P105290, P105273
	 	United States
	 	CITEF
	Raytheon Aircraft
Company
	 	Hawker 800XP
	 	258646
	 	Honeywell model
TFE731-5BR
	 	P107821, P107824
	 	United States
	 	CITEF






Spare Engines




	 	 	 	 	 
	Manufacturer	 	Model	 	Serial Number
	CFM International
	 	CFM56-3C1
	 	727184
	CFM International
	 	CFM56-3C1
	 	725159





An. 1 to Sched. 5.19-3













 








Annex 2 to SCHEDULE 5.19




CREDIT AND GUARANTY AGREEMENT




Rail Assets




List of Unencumbered rail assets (subject to changes to reflect sales, casualties, scrappings and

other similar dispositions permitted under this Agreement) delivered to the Administrative Agent on

October 28, 2009 and available upon request.




An. 2 to Sched. 5.19














 








SCHEDULE 6.8(m)




TO CREDIT AND GUARANTY AGREEMENT




Sales of Assets and Acquisitions





	 	1.	 	Sale of a portfolio of commercial aviation aircraft and related operating lease
agreements having an aggregate net book value of up to $900,000,000.00.





Sched. 6.8(m)














 








SCHEDULE 9.11




TO CREDIT AND GUARANTY AGREEMENT




Lenders Steering Committee




Silver Point Capital, LP




Centerbridge Partners, L.P.




Oaktree Capital Management, L.P.



Capital Research and Management Company and affiliates, for and on behalf of various funds and
accounts they manage.




Sched. 9.11

















 





EXHIBIT A-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




FUNDING NOTICE




          Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as
of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein
defined), by and among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Pursuant to Section 2.1 of the Credit Agreement, Company, as Borrower Representative on behalf
of Borrowers, hereby gives you irrevocable notice that Company desires that Lenders make the
following Tranche 2 Term Loans to the applicable Borrowers in the amounts set forth opposite such
Borrower’s name and at the rates set forth on Schedule 1 hereto, in accordance with the applicable
terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”):




          Company, as Borrower Representative on behalf of Borrowers, hereby certifies to the Agents,
the Arrangers and the Lenders that:




          (i) as of the Credit Date, the representations and warranties contained in each of the Credit
Documents are true and correct in all material respects (except such representations and warranties
that by their terms are qualified by materiality or a Material Adverse Effect, which
representations and warranties shall be true and correct in all respects) on and as of the Credit
Date to the same extent as though made on and as of the Credit Date (or, to the extent such
representations and warranties specifically relate to an earlier date, on and as of such earlier
date);




          (ii) as of the Credit Date, no event has occurred and is continuing or would result from the
consummation of the applicable Credit Extension or the use of proceeds thereof that would
constitute an Event of Default or a Default;




          (iii) the proceeds of the Tranche 2 Term Loans requested hereunder shall be used on the Credit
Date in accordance with clause [___] of the definition of “Permitted Tranche 2 Purposes,” as
described in detail below under “Use of Proceeds”; and




          (iv) as of the Credit Date, Borrowers have paid to Administrative Agent the fees payable on
the Credit Date referred to in Section 2.8 of the Credit Agreement and have paid to the
Administrative Agent, Collateral Agent and each Steering Lender all of the outstanding costs and
expenses (including the fees, expenses and disbursements of counsel and other advisors) referred to
in Section 10.2 of the Credit Agreement for which Company has been invoiced at least one Business
Day prior to the Credit Date (which may include amounts constituting reasonable estimates of fees
and



 









 






expenses of counsel and other advisors incurred or to be incurred; provided, that no such
estimate shall thereafter preclude a final settling of account as to such fees and expenses).




USE OF PROCEEDS:




          [Detail use of proceeds including, if such proceeds are proposed to be applied to general corporate
purposes and the principal amount of such Credit Extension (or the aggregate principal amount of a
series of related Credit Extensions) exceeds $10,000,000, the specific purpose]




 









 








	 	 	 	 	 
	Date: [mm/dd/yy]      	CIT GROUP INC., as Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Schedule 1 to Funding Notice




	 	 	 	 	 	 	 
	 	 	 	 	Base Rate	 	 
	Borrower	 	Total Amount	 	Loans	 	LIBOR Rate Loans1
	[                    ]
	 	$[___,___,___]
	 	$[___,___,___]
	 	$[___,___,___], with an initial
	 
	 	 	 	 	 	Interest Period of [___] month(s)








 




			
	1	 	If more than one Interest Period, please indicate
respective amounts for each period.




 









 










EXHIBIT A-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




CONVERSION/CONTINUATION NOTICE




          Reference is made to the Second Amended and Restated Credit and Guaranty Agreement, dated as
of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein
defined), by and among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Pursuant to Section 2.6 of the Credit Agreement, Company, as Borrower Representative on behalf
of Borrowers, desires to convert or to continue the Loans, each such conversion and/or continuation
to be effective as of [mm/dd/yy]:




          Tranche 1 Term Loans





	 	$[___,___,___] 	 	LIBOR Rate Loans to be continued with Interest
Period of [1] [2] [3] [6] month(s)
	 
	 	$[___,___,___]	 	Base Rate Loans to be converted to LIBOR Rate
Loans with Interest Period of [1] [2] [3] [6]
month(s)
	 
	 	$[___,___,___]	 	LIBOR Rate Loans to be converted to Base Rate
Loans





          Tranche 2 Term Loans





	 	$[___,___,___]	 	LIBOR Rate Loans to be continued with Interest
Period of [1] [2] [3] [6] month(s)
	 
	 	$[___,___,___]	 	Base Rate Loans to be converted to LIBOR Rate
Loans with Interest Period of [1] [2] [3] [6]
month(s)
	 
	 	$[___,___,___]	 	LIBOR Rate Loans to be converted to Base Rate
Loans





     [Company, as Borrower Representative on behalf of Borrowers, hereby certifies that as of the
date hereof, no event has occurred and is continuing or would result from



 









 




the consummation of the conversion and/or continuation contemplated hereby that would constitute an
Event of Default or a Default.]1






 




			
	1	 	Insert language if Conversion/Continuation Notice
requests that any Loan be converted to or continued as a LIBOR Rate Loan.




 









 










	 	 	 	 	 
	Date: [mm/dd/yy]             	CIT GROUP INC., as Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT B TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




TERM NOTE




			
	 	 	 
	$[___,___,___]	 	 
	[DATE]
	 	New York, New York






          FOR VALUE RECEIVED, CIT GROUP INC., a Delaware corporation (“Company”), CIT CAPITAL USA INC.,
a Delaware corporation, CIT HEALTHCARE LLC, a Delaware limited liability company, CIT LENDING
SERVICES CORPORATION, a Delaware corporation, CIT LENDING SERVICES CORPORATION (ILLINOIS), a
Delaware corporation, THE CIT GROUP / COMMERCIAL SERVICES, INC., a New York corporation, THE CIT
GROUP / BUSINESS CREDIT, INC., a New York corporation, THE CIT GROUP/EQUIPMENT FINANCING, INC., a
Delaware corporation, and C.I.T. LEASING CORPORATION, a Delaware corporation (collectively, with
Company, “Borrowers”), jointly and severally, promise to pay [                    ] (“Payee”) or its registered
assigns the lesser of (i) the principal amount of [                    ] DOLLARS ($[___,___,___]) and (ii)
the aggregate principal amount of all [Tranche 1/Tranche 2]1 Term Loans made by Payee
to Borrowers pursuant to the Credit Agreement referred to below, on or before the Final Maturity
Date applicable to such Term Loans.




          Borrowers, jointly and severally, also promise to pay interest on the unpaid principal amount
all [Tranche 1/Tranche 2] Term Loans made by Payee, from the date such [Tranche 1/Tranche 2] Term
Loans are made until paid in full, at the rates and at the times which shall be determined in
accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty
Agreement, dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified,
the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used
herein as therein defined), by and among Borrowers, certain subsidiaries of Company, as Guarantors,
the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent and
Collateral Agent.




          This Term Note is one of the “Notes” issued pursuant to and entitled to the benefits of the
Credit Agreement, to which reference is hereby made for a more complete statement of the terms and
conditions under which the [Tranche 1/Tranche 2] Term Loans evidenced hereby were made and are to
be repaid.




          All payments of principal and interest in respect of this Term Note shall be made in Dollars
in same day funds to the Principal Office designated by Administrative Agent pursuant to Section
2.12(a) of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment
or transfer of the obligations evidenced hereby in accordance with the provisions of the Credit
Agreement shall have been






 




			
	1	 	Appropriate alternative to be inserted.




 









 









accepted by Administrative Agent and recorded in the Register, Borrowers, each Agent and Lenders
shall be entitled to deem and treat Payee as the owner and holder of this Term Note and the
obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing
of this Term Note or any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been paid; provided, that
the failure to make a notation of any payment made on this Term Note shall not limit or otherwise
affect the obligations of Borrowers hereunder with respect to payments of principal of or interest
on this Term Note.




          This Term Note is subject to mandatory prepayment and to prepayment at the option of
Borrowers, each as provided in the Credit Agreement.




          THIS TERM NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWERS AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.




          Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Term Note, together with all accrued and unpaid interest thereon, may become, or may be declared to
be, due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.




          The terms of this Term Note are subject to amendment only in the manner provided in the Credit
Agreement.




          No reference herein to the Credit Agreement and no provision of this Term Note or the Credit
Agreement shall alter or impair the obligations of Borrowers, which are absolute and unconditional,
to pay the principal of and interest on this Term Note at the place, at the respective times, and
in the currency herein prescribed.




          Borrowers, jointly and severally, promise to pay all actual out-of-pocket costs and expenses,
including attorneys’ fees, all as provided in and to the extent required by the Credit Agreement,
incurred in the collection and enforcement of this Term Note. Borrowers and any endorsers of this
Term Note hereby consent to renewals and extensions of time at or after the maturity hereof,
without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and,
to the full extent permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.




[Remainder of page intentionally left blank]




 









 








          IN WITNESS WHEREOF, Borrowers have caused this Term Note to be duly executed and delivered by
their officers thereunto duly authorized as of the date and at the place first written above.




	 	 	 	 	 
	 	CIT GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT CAPITAL USA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT HEALTHCARE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT LENDING SERVICES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIT LENDING SERVICES

CORPORATION (ILLINOIS)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	THE CIT GROUP/COMMERCIAL SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE CIT GROUP/EQUIPMENT FINANCING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	C.I.T. LEASING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT C TO

SECOND AMENDED AND CREDIT AND GUARANTY AGREEMENT




COMPLIANCE CERTIFICATE



To: Bank of America, N.A., as Administrative Agent, and the Lenders party to the Credit Agreement
referred to below.




THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:




          1. I am the Chief Financial Officer of CIT GROUP INC., a Delaware corporation (“Company”).




          2. I have reviewed the terms of that certain Second Amended and Restated Credit and Guaranty
Agreement, dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified,
the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used
herein as therein defined), by and among Company, certain subsidiaries of Company, as borrowers
(together with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders
party thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent, and I have made, or have caused to be made under my supervision, a review in reasonable
detail of the transactions and condition of Company and its subsidiaries during the accounting
period covered by the attached financial statements.




          3. The examination described in paragraph 2 above did not disclose, and I have no knowledge,
that any condition or event which constitutes an Event of Default or Default has occurred and is
continuing as of the date of this Compliance Certificate, except as set forth in a separate
attachment, if any, to this Compliance Certificate, describing in detail, the nature of the
condition or event, the period during which it has existed and the action which the applicable
Credit Party has taken, is taking, or proposes to take with respect to each such condition or
event. In support of the statements above with respect to Section 6.7(a) of the Credit Agreement,
attached hereto as Annex A is a calculation of the ratio described in such section as of
the last day of the Fiscal Quarter ended                     ,                    .




          4. Schedule I hereto sets forth a list of all Immaterial Subsidiaries as of the last day of
the four Fiscal Quarter period ending concurrently with the period covered by this Compliance
Certificate. Each subsidiary set forth on Schedule I satisfies the conditions set forth in the
definition of “Immaterial Subsidiary” set forth in Section 1.1 of the Credit Agreement.




          5. In accordance with Section 5.1[(a)/(b)] of the Credit Agreement, attached hereto as
Annex B are the financial statements for the [Fiscal Quarter/Fiscal Year] ended                     ,
                     required to be delivered pursuant to Section 5.1[(a)/(b)] of the Credit Agreement[,
together with any report or statement from Company’s



 









 






accountants with respect to such consolidated financial statements required to be delivered
pursuant to Section 5.1(b) of the Credit Agreement]1. Such financial statements
fairly present, in all material respects, the financial condition of Company and its subsidiaries
as at the dates indicated therein and the results of their operations and their cash flows for the
periods indicated therein in conformity with GAAP (subject, in the case of interim financial
statements, to the absence of footnote disclosure and to changes resulting from audit and normal
year-end adjustments) [without qualification as to going concern or the scope of the
audit.]2




          The foregoing certifications, together with the computations set forth in Annex A
hereto, and the financial statements set forth in Annex B, are made and delivered
[mm/dd/yy] pursuant to Section 5.1(c) of the Credit Agreement.




	 	 	 	 	 
	 	CIT GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 
	 





 




			
	1	 	Insert language only for annual certifications.
	 
	2	 	Insert language only for annual certifications.




 









 










SCHEDULE I TO

COMPLIANCE CERTIFICATE




IMMATERIAL SUBSIDIARIES





 









 








ANNEX A TO

COMPLIANCE CERTIFICATE




FOR THE FISCAL QUARTER ENDING [mm/dd/yy]




Collateral Coverage Fair Value Ratio: (i)/(ii) =




	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	The fair value1 on such date of:	 	 
	 

	 	 	 	(A)
	 	the Collateral (excluding Cash and
Cash Equivalents, except to the extent
held in the Funding Accounts) on which
the Collateral Agent has a First
Priority perfected security interest
to secure the Obligations; and
(without duplication)
	 	$[___,___,___]
	 

	 	 	 	(B)
	 	the Collateral which is aircraft
described in clause (i)(B) of Section
6.7(a) of the Credit Agreement and
with respect to which a First Priority
Cape Town Filing is in full force and
effect as of such date:
	 	$[___,___,___]
	 	 	 	 	Total ((A) + (B))	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 	 	(ii)	 	 The sum of (x) the aggregate outstanding
principal amount of Loans on such date and (y) the
principal amount of all Pari Passu Lien Debt on
such date:	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Actual:      
	 	_.___:1.00
	 

	 	 	 	 	 	Required:  
	 	2.50:1.00





Attached hereto as Schedule 1 is a listing of all Excluded Property (as defined in the
Collateral Agreement) as of the date of this Certificate (other than any item of Excluded Property
having a value of less than $250,000).






 




			
	1	 	To be determined in the manner in which Company
determines “fair value” for footnotes in its annual audited financial
statements and quarterly financial statements, as applicable, in
accordance with GAAP. The value of equity in any subsidiary shall be
determined based upon capital account balances according to the Company’s
general ledger, multiplied by a percentage equal to the estimated fair
value adjustment related to the corresponding assets of such subsidiary
(consistent with the type of assets held within such subsidiary) in
accordance with GAAP requirements as disclosed in Company’s financial
statements on a quarterly basis based on fair value, and reflected at the
appropriate percentages of such equity pledged to secure the Obligations
or other obligations.




 









 










ANNEX B TO

COMPLIANCE CERTIFICATE




FINANCIAL STATEMENTS





 











 





EXHIBIT D TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




FORM OF LEGAL OPINION OF

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP




          The following opinions are subject to certain qualifications, assumptions and exceptions:




          1.   Based solely on our review of the Secretary of State Certificates, CIT, each DE Entity
and each NY Entity is validly existing and in good standing under the DGCL, the DLLCA, the NYGCL or
the NYLLCL, as applicable.




          2.   CIT, each DE Entity and each NY Entity has the corporate or limited liability company, as
applicable, power and authority to execute and deliver each of the Executed Agreements to which it
is a party and perform all of its obligations under each of the Transaction Agreements to which it
is a party under the DGCL, the DLLCA, the NYGCL or the NYLLCL, as applicable. The execution and
delivery by CIT, each DE Entity and each NY Entity of each of the Executed Agreements to which it
is a party and the consummation by CIT, each DE Entity and each NY Entity of the transactions
contemplated by the Transaction Agreements to which it is a party have been duly
authorized by all requisite corporate or limited liability company action, as applicable, on the
part of CIT, each DE Entity and each NY Entity under the DGCL, the DLLCA, the NYGCL or the NYLLCL,
as applicable. Each of CIT, each DE Entity and each NY Entity has duly executed and delivered each
of the Executed Agreements to which it is a party under the DGCL, the DLLCA, the NYGCL or the
NYLLCL, as applicable.




          3.   Each of the Transaction Agreements constitutes the valid and binding obligation of each
Opinion Party party thereto, enforceable against such Opinion Party in accordance with its terms
under the Applicable Laws of the State of New York.




          4.   The execution and delivery by CIT, each DE Entity and each NY Entity of the Executed
Agreements to which it is a party and the performance by such entity of its obligations under each
of the Transaction Agreements to which it is a party, each in accordance with its terms, does not
conflict with the respective Organizational Documents of CIT, such DE Entity or such NY Entity, as
applicable.




          5.   The execution and delivery by each Opinion Party of the Executed Agreements to which it
is a party and the performance by such Opinion Party of its obligations under each Transaction
Agreement to which it is a party, each in accordance with its terms, does not (i) constitute a
violation of, or a default under, any Applicable Contracts or (ii) cause the creation of any
security interest or lien upon any of the property of any Opinion Party pursuant to any Applicable
Contracts. The execution, delivery and performance by each Opinion Party of each of the Amendment
Agreement and the Agency Transfer Agreement and the performance by such Opinion Party of its
obligations thereunder, each in accordance with its terms, does not constitute a violation of, or a
default under, the Original Credit Agreement or the Original Collateral Agreement (as defined
below). We do not express any opinion, however, as to whether the execution or delivery by any
Opinion Party of the Executed Agreements to which it




Ex. D-1





 









 







is a party or performance by such Opinion Party of the Transaction Agreements to which it
is a
party will constitute a violation of, or a default under, any covenant, restriction or provision
with respect to financial ratios or tests or any aspect of the financial condition or results of
operations of the Opinion Parties.




          6.   Neither the execution or delivery by any Opinion Party of the Executed Agreements to
which it is a party nor performance by such Opinion Party of the Transaction Agreements to which it
is a party nor the compliance by such Opinion Party with the terms and provisions of such
Transaction Agreements will contravene any provision of any Applicable Law of the State of New York
or any Applicable Law of the United States of America.




          7.   No Governmental Approval, which has not been obtained or taken and is not in full force
and effect, is required to authorize, or is required in connection with, the execution or delivery
by any Opinion Party of any of the Executed Agreements to which it is a party or the enforceability
against such Opinion Party of any of the Transaction Agreements to which it is a party except those
Governmental Approvals set forth in Schedule III to the Opinion Certificate.




          8.   Neither the execution or delivery by any Opinion Party of the Executed Agreements to
which is a party nor performance by such Opinion Party of its obligations under the Transaction
Agreements to which it is a party nor compliance by any Opinion Party with the terms of such
Transaction Agreements will contravene any Applicable Order to which such Opinion Party is subject.




          9.   Each Opinion Party is not and, solely after giving effect to the loans made pursuant to
the Transaction Agreements, will not be an “investment company” as such term is defined in the
Investment Company Act of 1940, as amended.




          10.   We note that the amended and restated collateral agreement, dated as of July 29, 2009, as
amended on August 31, 2009, among the DE Entities, the NY Entities, the Other Entities and the
Original Collateral Agent (the “Original Collateral Agreement”) was amended and restated as the
Collateral Agreement (such amendment and restatement, the “Amendment”) and that subsequent to the
resignation of the Original Collateral Agent, Bank of America, N.A. was appointed as collateral
agent for the Lenders and each other Secured Party (the “Appointment”). Neither the Amendment nor
the Appointment (without regard to any other facts) adversely affects the validity, under the New
York UCC, of the security interest of the Collateral Agent in the rights of each DE Entity, NY
Entity and Other Entity in the UCC Collateral to secure the Secured Obligations (as defined in the
Original Collateral Agreement). After giving effect to the Amendment and the Appointment, the
security interest of the Collateral Agent in the rights of each DE Entity, NY Entity and Other
Entity in the UCC Collateral to secure the Secured Obligations (as defined in the Collateral
Agreement), including, without limitation, Secured Obligations in respect of the Tranche 2 Term
Loan Facility (as defined in the Credit and Guaranty Agreement) will be a valid security interest
to the same extent that it was a valid security interest immediately prior to giving effect to the
Amendment.




          11.   Neither the Amendment nor the Appointment (without regard to any other facts) adversely
affects the perfection of the security interest of the Collateral Agent in that portion of the UCC
Collateral in which, immediately prior to the effectiveness of the




Ex. D-2





 









 







Amendment, the Original Collateral Agent had a perfected security interest solely by virtue of
the filing of financing statements under the Delaware UCC or the New York UCC, as applicable.
After giving effect to the Amendment and the Appointment, the Collateral Agent’s security interest
in such UCC Collateral will be a perfected security interest under the Delaware UCC or the New York
UCC, as applicable, to the same extent that it was perfected for the benefit of the Original
Collateral Agent immediately prior to giving effect to the Amendment.




          12.   Neither the Amendment nor the Appointment (without regard to any other facts) adversely
affects the perfection of the security interest of the Collateral Agent in the Certificates in
which, immediately prior to the effectiveness of the Amendment and the Appointment, the Original
Collateral Agent had a perfected security interest through its possession of such Certificates.
After giving effect to the Amendment and the Appointment, the Collateral Agent’s security interest
in such Certificates will be a perfected security interest under the New York UCC to the same
extent that it was perfected for the benefit of the Original Collateral Agent immediately prior to
giving effect to the Amendment.




Ex. D-3





 












 






EXHIBIT E TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




ASSIGNMENT AND ASSUMPTION AGREEMENT





     Assignment and Assumption Agreement (this “Assignment”), dated as of the Effective Date below,
by and between each Assignor identified as such on the signature page hereof (each, an “Assignor”)
and each assignee identified as such on the signature page hereof (each, an “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as it may be amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.
The Terms and Conditions set forth in Annex 1 attached hereto (the “Terms and Conditions”) are
hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set
forth herein in full.





     For an agreed consideration, each Assignor hereby irrevocably sells and assigns to each
respective Assignee, and each Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Terms and Conditions and the Credit Agreement, effective as
of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the
respective Assignors’ rights and obligations in their respective capacities as Lenders under the
Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights
and obligations of the respective Assignors under the respective facilities identified below and
(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the respective Assignors (in their respective capacities as Lenders)
against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by any Assignor to each such Assignee pursuant
to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).
Each such sale and assignment is without recourse to any Assignor and, except as expressly provided
in this Assignment, without representation or warranty by any Assignor.




	 	 	 
	1. Assignor(s):

	 	The entities listed as such on the signature pages hereof, as Assignors
	 
	 	 
	2. Assignee(s):

	 	The entities listed as such on the signature pages hereof, as Assignees1








 




			
	1	 	For each Assignee, please indicate [Affiliate][Approved
Fund] of [identify Lender].






 









 








	 	 	 
	3. Borrowers:

	 	CIT GROUP INC., a Delaware
corporation (“Company”), and
certain of its subsidiaries
	 
	 	 
	4. Administrative Agent:

	 	BANK OF AMERICA, N.A.
	 
	 	 
	5. Credit Agreement:

	 	Second Amended and Restated
Credit and Guaranty Agreement
dated as of October 28, 2009
among Company, certain
subsidiaries of Company, as
borrowers, certain subsidiaries
of Company, as guarantors, the
Lenders party thereto from time
to time, and Administrative
Agent and Collateral Agent, as
amended.
	 
	 	 
	6. Assigned Interest:
	 	 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 	 	 
	 	 	Amount of	 	Principal Amount of	 	 
	 	 	Commitments/Loans	 	Commitments/Loans	 	Percentage Assigned of
	Facility Assigned	 	for all Lenders	 	Assigned	 	Commitments/Loans2
	 

	 	 	$           	 	 	 	$           	 	 	 	           %	 







	 	 	 
	7. Effective Date:

	 	[TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]
	 
	 	 
	8. Notice and Wire Instructions:
	 	 






	 	 	 
	[NAME OF ASSIGNOR(S)]

	 	[NAME OF ASSIGNEE(S)]
	 
	 
	Notices:

	 	Notices:
	 
	 	 
	                                             

	 	                                             
	 
	 	 
	                                             

	 	                                              
	 
	 	 
	                                             

	 	                                             
	     Attention:

	 	     Attention:
	     Telecopier:

	 	     Telecopier:
	     [E-mail:]

	 	     [E-mail:]
	 
	 	 
	with a copy to:

	 	with a copy to:
	 
	 
	 	 
	                                             

	 	                                             








 




			
	2	 	Set forth, to at least 9 decimals, as a percentage of
the Commitments/Loans of all Lenders thereunder.






-2-









 








	 	 	 	 	 
	 
	 	 	 	 
	                                             

	 	                                             
	 	 
	 
	 	 	 	 
	                                             

	 	                                             
	 	 
	     Attention:

	 	     Attention:	 	 
	     Telecopier:

	 	     Telecopier:	 	 
	 	 	 
	 
	 	 	 	 
	Wire Instructions:
	 	 	 	 
	 
	 	 	 	 
	[9. Trade Date:]3
	 	 	 	 






[Signature page follows]






 




			
	3	 	To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.




-3-









 









The terms set forth in this Assignment are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR(S)

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE(S)

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name: 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED:4




BANK OF AMERICA, N.A.,

as Administrative Agent




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[CIT GROUP INC.,

as Borrower Representative




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:]5
	 	 








 




			
	4	 	If assignment does not meet minimum amount specified in
Section 10.6(c)(ii) of the Credit Agreement, it is subject to
Administrative Agent’s consent.
	 
	 	 	In addition, in order for any assignment to be effective, Administrative Agent
must acknowledge it (it being understood that such acknowledgement shall be
ministerial in nature and shall not imply that Administrative Agent has the
right to consent to any assignment other than an assignment that does not meet
the minimum amount specified in Section 10.6(c)(ii) of the Credit Agreement).
	 
	5	 	Include Borrower Representative signature block only if
assignment does not meet minimum amount specified in Section 10.6(c)(ii) of the
Credit Agreement.





-4-









 










ANNEX 1




TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT




1. Representations and Warranties.





	 	1.1	 	Assignor. Each Assignor represents and warrants that (i) it is the legal and
beneficial owner of the relevant Assigned Interest, (ii) such Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
to consummate the transactions contemplated hereby.
	 
	 	1.2	 	Assignee. Each Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under
the Credit Agreement, (iii) it is sophisticated with respect to decisions to acquire
assets of the type represented by the relevant Assigned Interest, is able to bear the
economic risk associated with the purchase and assumption of such Assigned Interest and
has the financial wherewithal to perform its obligations under such Assigned Interest,
(iv) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of such Assigned Interest, shall have the obligations of a
Lender thereunder, (v) it has received a copy of the Credit Agreement, and has received or
has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.1 thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase such Assigned Interest, (vi) it
has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and to purchase such
Assigned Interest on the basis of which it has made such analysis and decision, and (vii)
if it is a Non-U.S. Lender, attached to the Assignment is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed
by such Assignee; (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, any Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at that time, continue to make its own credit
decisions in taking or not taking action under the Credit Documents (as defined below),
and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Documents are required to be performed by it as a Lender; and (c)
acknowledges that no Assignor assumes responsibility with respect to (i) any statements,
warranties or representations made in or in connection with any Credit Document (as
defined below), (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or document delivered
pursuant thereto, other than this Assignment (herein collectively the







 









 










	 	 	“Credit Documents”), or any collateral thereunder, (iii) the financial condition of the
Borrowers, any of their subsidiaries or Affiliates or any other Person obligated in respect
of any Credit Document or (iv) the performance or observance by the Borrowers, any of their
subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Credit Document.







	2.	 	Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of each Assigned Interest (including payments of principal, interest, fees
and other amounts) to the relevant Assignor for amounts which have accrued to but excluding
the Effective Date and to the relevant Assignee for amounts which have accrued from and after
the Effective Date.






	3.	 	General Provisions. This Assignment shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall
be effective as delivery of a manually executed counterpart of this Assignment. This
Assignment shall be governed by, and construed in accordance with, the laws of the State of
New York.





[Remainder of page intentionally left blank]





A-2












 








EXHIBIT F-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




CERTIFICATE REGARDING NON-BANK STATUS

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)




          Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the term defined therein and not otherwise defined herein being used herein as therein
defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Pursuant to the provisions of Section 2.16(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is
not a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the
Internal Revenue Code, (iv) it is not a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Credit
Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business.




     The undersigned has furnished the Administrative Agent and Borrowers with a certificate of its
Non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform Borrowers and the Administrative Agent in writing and (2) the
undersigned shall furnish Borrowers and the Administrative Agent a properly completed and currently
effective certificate in either the calendar year in which payment is to be made by Borrowers or
the Administrative Agent to the undersigned, or in either of the two calendar years preceding such
payment.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT F-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




CERTIFICATE REGARDING NON-BANK STATUS

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)




          Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the term defined therein and not otherwise defined herein being used herein as therein
defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Pursuant to the provisions of Section 2.16(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are
the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii)
neither the undersigned nor any of its partners/members is a bank within the meaning of Section
881(c)(3)(A) of Internal Revenue Code, (iv) none of its partners/members is a ten percent
shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue
Code, (v) none of its partners/members is a “controlled foreign corporation” related to any
Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in
connection with the Credit Documents are effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.




     The undersigned has furnished the Administrative Agent and Borrowers with Internal Revenue
Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its
partners/members claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform Borrowers and the Administrative Agent and (2) the undersigned
shall have at all times furnished Borrowers and the Administrative Agent in writing with a properly
completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.




	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT F-3 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




CERTIFICATE REGARDING NON-BANK STATUS

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)




               Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the term defined therein and not otherwise defined herein being used herein as therein
defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Pursuant to the provisions of Section 2.16(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of any
Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a
“controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of
the Internal Revenue Code, and (v) no payments in connection with the Credit Documents are
effectively connected with the undersigned’s conduct of a U.S. trade or business.




          The undersigned has furnished its participating Non-U.S. Lender with a certificate of its
Non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform such Non-U.S. Lender in writing and (2) the undersigned shall
have at all times furnished such Non-U.S. Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.




	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 








EXHIBIT F-4 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




CERTIFICATE REGARDING NON-BANK STATUS

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)




          Reference is hereby made to the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the term defined therein and not otherwise defined herein being used herein as therein
defined), by the among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers, (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Pursuant to the provisions of Section 2.16(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is
providing this certificate, (ii) its partners/members are the sole beneficial owners of such
participation, (iii) neither the undersigned nor any of its partners/members is a bank within the
meaning of Section 881(c)(3)(A) of Internal Revenue Code, (iv) none of its partners/members is a
ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal
Revenue Code (v) none of its partners/members is a “controlled foreign corporation” related to any
Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in
connection with the Credit Documents are effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.




          The undersigned has furnished its participating Non-U.S. Lender with Internal Revenue Service
Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its
partners/members claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform such Non-U.S. Lender in writing and (2) the undersigned shall
have at all times furnished such Non-U.S. Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.




	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT G-1 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




CLOSING DATE CERTIFICATE



To: Bank of America, N.A., as Administrative Agent and Collateral Agent, the Arrangers and the
Lenders party to the Credit Agreement referred to below.




THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:





     1. I am the chief financial officer of CIT GROUP INC., a Delaware corporation (“Company”).



     2. Pursuant to Section 2.1 of the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein
defined), by and among Company, certain subsidiaries of Company, as borrowers (together with
Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto
from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, Company
has delivered a Funding Notice requesting that Lenders make a Credit Extension to the Borrowers as
specified in such Funding Notice on ___  ___, 2009 (the “Credit Date”).



     3. I have reviewed the terms of Section 2.21, Section 3 of the Credit Agreement and [Section
II of the Amendment Agreement and]1 the definitions and provisions contained in such
Credit Agreement [and the Amendment Agreement]1 relating thereto, and in my opinion I
have made, or have caused to be made under my supervision, such examination or investigation as is
reasonably necessary to enable me to express an informed opinion as to the matters referred to
herein.



     4. Based upon my review and examination described in paragraph 3 above, I certify, as
representative of the Borrower Representative on behalf of the Borrowers, that as of the date
hereof:



          (i) each of the conditions precedent set forth in Section 3.1 of the Credit Agreement
were satisfied as of the Closing Date;






 




			
	1	 	Insert if Closing Date Certificate is delivered with
respect to Tranche 2 Term Loans made pursuant to Tranche 2A Term Loan
Commitments.




 









 











     (ii) [each of the conditions precedent set forth in Section II of the Amendment
Agreement were satisfied as of the Amendment Agreement Effective Date]2




     [each of the conditions precedent set forth in Section 2.21(b) of the Credit Agreement
were satisfied as of the Tranche 2B Effective 
Date]3




     (iii) each of the conditions precedent set forth in Section 2.21(c) and Section 3.2 of
the Credit Agreement were satisfied as of the Credit Date;




     (iv) as of the Credit Date, the representations and warranties contained in each of
the Credit Documents are true and correct in all material respects (except such
representations and warranties that by their terms are qualified by materiality or a
Material Adverse Effect, which representations and warranties shall be true and correct in
all respects) on and as of Credit Date to the same extent as though made on and as of the
Credit Date (or, to the extent such representations and warranties specifically relate to
an earlier date, on and as of such earlier date); and




     (v) as of the Credit Date, no event has occurred and is continuing or would result
from the consummation of the Credit Extension referred to herein or the use of proceeds
thereof that would constitute an Event of Default or a Default.



[Remainder of page intentionally left blank.]






 




			
	2	 	Insert if Closing Date Certificate is delivered with
respect to Tranche 2 Term Loans made pursuant to Tranche 2A Term Loan
Commitments.
	 
	3	 	Insert if Closing Date Certificate is delivered with
respect to Tranche 2 Term Loans made pursuant to Tranche 2B Term Loan
Commitments.




 









 










          The
 foregoing certifications are made and delivered as of _____
___ 2009.




	 	 	 	 	 
	 	CIT GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 








EXHIBIT G-2 TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




SOLVENCY CERTIFICATE




          To: Bank of America, N.A., as Administrative Agent and Collateral Agent, the Arrangers and the
Lenders party to the Credit Agreement referred to below.




          THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:





     1. I am the chief financial officer of [insert name of Borrower] (the “Borrower”).



     2. Pursuant to the Second Amended and Restated Credit and Guaranty Agreement, dated as of
October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as therein defined),
by and among [the Borrower] [CIT Group Inc.], [the Borrower and certain other] [certain]
subsidiaries of CIT Group Inc., as borrowers, [the Borrower and certain other] [certain]
subsidiaries of CIT Group Inc., as Guarantors, the Lenders party thereto from time to time, and
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, CIT Group Inc. has delivered a
Funding Notice requesting that Lenders make a Credit Extension to the Borrower specified in such
Funding Notice on ____  ___, 2009 (the “Credit Date”):



     3. I have reviewed the terms of the Credit Agreement and the definitions and provisions
contained in the Credit Agreement relating thereto, and, in my opinion, have made, or have caused
to be made under my supervision, such examination or investigation as is reasonably necessary to
enable me to express an informed opinion as to the matters referred to herein.



     4. Based upon my review and examination described in paragraph 3 above, I certify that as of
the date hereof, after giving effect to the Credit Extensions to be made on the Credit Date, the
Borrower is Solvent.



[Remainder of page intentionally left blank]




 









 








          The
foregoing certifications are made and delivered as of _____  ___, 2009.




	 	 	 	 	 
	 	[Insert Name of Borrower]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 








EXHIBIT H TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




GUARANTOR COUNTERPART AGREEMENT




          This GUARANTOR COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Guarantor Counterpart
Agreement”), is delivered pursuant to that certain Second Amended and Restated Credit and Guaranty
Agreement, dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified,
the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used
herein as therein defined), by and among CIT GROUP INC., a Delaware corporation (“Company”),
certain subsidiaries of Company, as borrowers (together with Company, “Borrowers”), certain
subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, and BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent.




          Section 1. Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:






               (a) agrees that this Guarantor Counterpart Agreement may be attached to the Credit
Agreement and that by the execution and delivery hereof, the undersigned becomes a
Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;




               (b) represents and warrants that each of the representations and warranties set forth
in the Credit Agreement and each other Credit Document and applicable to the undersigned is
true and correct with respect to the undersigned in all material respects (except such
representations and warranties that by their terms are qualified by materiality or a
Material Adverse Effect, which representations and warranties shall be true and correct in
all respects) after giving effect to this Guarantor Counterpart Agreement, except to the
extent that any such representation and warranty relates solely to any earlier date, in
which case such representation and warranty is true and correct in all material respects
(or true and correct in all respects, as applicable) as of such earlier date;




               (c) agrees to irrevocably and unconditionally guaranty the due and punctual payment in
full of all Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. § 362(a)), in accordance with Section 7 of the Credit Agreement;
and




               (d) delivers herewith a duly completed and executed joinder agreement to the
Collateral Agreement in the form prescribed by Section 7.8 of the Collateral Agreement.



          Section 2. The undersigned agrees at any time or from time to time upon the request of
Administrative Agent or Collateral Agent, at the undersigned’s expense, to




 









 







promptly execute, acknowledge and deliver such further documents and do such other acts and
things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully
the purposes of the Credit Documents, including providing Lenders with any information reasonably
requested pursuant to Section 10.22 of the Credit Agreement. Neither this Guarantor Counterpart
Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an
instrument in writing signed by the party (including, if applicable, any party required to evidence
its consent to or acceptance of this Guarantor Counterpart Agreement) against whom enforcement of
such change, waiver, discharge or termination is sought. Any notice or other communication herein
required or permitted to be given shall be given pursuant to Section 10.1 of the Credit Agreement,
and all for purposes thereof, the notice address of the undersigned shall be the address as set
forth on the signature page hereof. In case any provision in or obligation under this Guarantor
Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.




          THIS GUARANTOR COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




[Remainder of page intentionally left blank]




 









 








          IN WITNESS WHEREOF, the undersigned has caused this Guarantor Counterpart Agreement to be duly
executed and delivered by its duly authorized officer as of the date above first written.




	 	 	 	 	 
	 	[NAME OF SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:



                                        

 

                                        

 

                                        



Attention:

Telecopier




with a copy to:



                                        

 

                                        

 

                                        



Attention:

Telecopier




ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







 









 








EXHIBIT I TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




[TO BE CIRCULATED UNDER SEPARATE COVER]





 











 





EXECUTION COPY




 





SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




Dated as of October 28, 2009




among




the subsidiaries of CIT GROUP INC. party hereto




and




BANK OF AMERICA, N.A.,

as Collateral Agent




      









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 DEFINED TERMS
	 	 	3	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	3	 
	Section 1.2 Certain Other Terms
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 2 GRANT OF SECURITY INTEREST
	 	 	9	 
	 
	 	 	 	 
	Section 2.1 Collateral
	 	 	9	 
	Section 2.2 Grant of Security Interest in Collateral
	 	 	10	 
	Section 2.3 Continuing Liability Under the Collateral
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	 
	 	 	 	 
	Section 3.1 Title; No Other Liens
	 	 	11	 
	Section 3.2 Perfection and Priority
	 	 	11	 
	Section 3.3 Jurisdiction of Organization; Chief Executive Office
	 	 	11	 
	Section 3.4 Pledged Collateral
	 	 	11	 
	Section 3.5 Letter-of-Credit Rights
	 	 	12	 
	Section 3.6 Instruments and Tangible Chattel Paper Formerly Accounts
	 	 	12	 
	Section 3.7 Intellectual Property
	 	 	12	 
	Section 3.8 Commercial Tort Claims
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 4 COVENANTS
	 	 	13	 
	 
	 	 	 	 
	Section 4.1 Maintenance of Perfected Security Interest; Further Documentation and
Consents
	 	 	13	 
	Section 4.2 Changes in Name, Jurisdiction, Etc
	 	 	14	 
	Section 4.3 Other Changes
	 	 	14	 
	Section 4.4 Pledged Collateral
	 	 	14	 
	Section 4.5 Accounts
	 	 	16	 
	Section 4.6 Inventory
	 	 	16	 
	Section 4.7 Delivery of Instruments and Tangible Chattel Paper and Control of
Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper
	 	 	16	 
	Section 4.8 Intellectual Property
	 	 	17	 
	Section 4.9 Notice of Commercial Tort Claims
	 	 	18	 
	Section 4.10 Deposit Accounts and Securities Accounts
	 	 	18	 
	Section 4.11 Collateral Audits
	 	 	19	 
	Section 4.12 Foreign Registered Aircraft
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 5 REMEDIAL PROVISIONS
	 	 	19	 
	 
	 	 	 	 
	Section 5.1 Code and Other Remedies
	 	 	19	 
	Section 5.2 Accounts and Payments in Respect of General Intangibles
	 	 	23	 
	Section 5.3 Pledged Collateral
	 	 	24	 
	Section 5.4 Proceeds to be Turned over to and Held by Collateral Agent
	 	 	25	 
	Section 5.5 Registration Rights
	 	 	25	 
	Section 5.6 Deficiency
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 6 THE COLLATERAL AGENT
	 	 	26	 
	 
	 	 	 	 
	Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact
	 	 	26	 
	Section 6.2 Authorization to File Financing Statements
	 	 	27	 
	Section 6.3 Authority of Collateral Agent
	 	 	28	 
	Section 6.4 Duty; Obligations and Liabilities
	 	 	28	 






ii 









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	ARTICLE 7 MISCELLANEOUS
	 	 	28	 
	 
	 	 	 	 
	Section 7.1 Delivery of Schedules
	 	 	28	 
	Section 7.2 Reinstatement
	 	 	29	 
	Section 7.3 Release of Collateral
	 	 	29	 
	Section 7.4 Independent Obligations
	 	 	29	 
	Section 7.5 Independent Effect
	 	 	29	 
	Section 7.6 No Waiver by Course of Conduct
	 	 	29	 
	Section 7.7 Amendments in Writing
	 	 	29	 
	Section 7.8 Additional Grantors; Additional Pledged Collateral
	 	 	30	 
	Section 7.9 Notices
	 	 	30	 
	Section 7.10 Successors and Assigns
	 	 	30	 
	Section 7.11 Entire Agreement
	 	 	30	 
	Section 7.12 Counterparts
	 	 	30	 
	Section 7.13 Severability
	 	 	31	 
	Section 7.14 Governing Law
	 	 	31	 
	Section 7.15 Jurisdiction
	 	 	31	 
	Section 7.16 Waiver of Jury Trial
	 	 	31	 
	Section 7.17 Aircraft Collateral
	 	 	32	 
	Section 7.18 Amendment and Restatement
	 	 	32	 







iii 









 








ANNEXES AND SCHEDULES




	 	 	 
	Annex 1

	 	Form of Pledge Amendment
	Annex 2

	 	Form of Joinder Agreement
	Annex 3

	 	Form of Intellectual Property Security Agreement
	Annex 4

	 	Form of Collateral Release Certificate
	Annex 5

	 	Form of Collateral Subordination Certificate
	 
	 	 
	Schedule 1

	 	Commercial Tort Claims
	Schedule 2

	 	Filings
	Schedule 3

	 	Jurisdiction of Organization; Chief Executive Office;
Organization Numbers
	Schedule 4

	 	Foreign Grantor Pledged Stock
	Schedule 5A

	 	Pledged Stock
	Schedule 5B

	 	Pledged Intercompany Debt Instruments
	Schedule 6

	 	Intellectual Property
	Schedule 7

	 	Letters of Credit
	Schedule 8A

	 	Excluded Securities Accounts
	Schedule 8B

	 	Bank of America Accounts
	Schedule 9

	 	Foreign Registered Aircraft






iv 









 





          SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of October 28, 2009, by each of the
entities listed on the signature pages hereof or that becomes a party thereto pursuant to
Section 7.8 (each, a “Grantor” and collectively, the “Grantors”), in favor
of Bank of America, N.A. (“Bank of America”), as collateral agent (in such capacity,
together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders
(as defined in the Credit Agreement referred to below) and each other Secured Party (as defined in
Section 1.1).



W I T N E S S E T H:




          
WHEREAS, pursuant to the Credit and Guaranty Agreement dated as of July 20, 2009 (the
“Original Credit Agreement”), as amended, among CIT Group Inc. (“Company”), as
borrower, certain subsidiaries of Company, as borrowers, the guarantors from time to time party
thereto, the Lenders from time to time party thereto and Barclays Bank plc (“Barclays”), as
administrative agent and Barclays, as collateral agent (the “Original Collateral Agent”)
for the Lenders, the Lenders severally agreed to make extensions of credit to the Borrowers upon
the terms and subject to the conditions set forth therein;



          
WHEREAS, in connection with the Original Credit Agreement, the Grantors, CIT Financial
Ltd./Services Financiers CIT Ltee (“CIT Financial”) and CIT Holdings, LLC (“CIT
Holdings”) entered into a Collateral Agreement, dated as of July 20, 2009 (the “Original
Collateral Agreement”) in favor of Barclays, as the Original Collateral Agent;



          
WHEREAS, Company and the other parties to the Original Credit Agreement entered into an
Amended and Restated Credit and Guaranty Agreement, dated as of July 29, 2009, which amended and
restated in its entirety the Original Credit Agreement (as amended prior to giving effect to the
Amendment Agreement (as defined below), the “Amended and Restated Credit Agreement”);



          
WHEREAS, in connection with the amendment and restatement of the Original Credit Agreement,
the parties to the Original Collateral Agreement entered into an Amended and Restated Collateral
Agreement, dated as of July 29, 2009 (as amended prior to giving effect to the Amendment Agreement,
the “Amended and Restated Collateral Agreement”);



          
WHEREAS, pursuant to the Resignation, Waiver, Consent and Appointment Agreement, dated as of
October 28, 2009, by and among, inter alia, Barclays, as resigning administrative agent and
collateral agent, Bank of America, as successor administrative agent and collateral agent, Company
and certain subsidiaries of Company (the “Agency Transfer Agreement”), Bank of America
replaced Barclays as Administrative Agent and Collateral Agent under the Amended and Restated
Credit and Guaranty Agreement and the other Credit Documents;



          
WHEREAS, pursuant to the Amendment Agreement, dated as of October 28, 2009, by and among
Company, certain subsidiaries of Company, Bank of America, as successor administrative agent and
collateral agent, and the Requisite Lenders party thereto (the “Amendment Agreement”), the
Requisite Lenders (i) waived the notice requirements under Section 5.1(k) of the Amended and
Restated Credit Agreement and Section 4.2 of the Amended and Restated Collateral Agreement with
respect to the merger of CIT Holdings into C.I.T. Leasing Corporation and agreed that such merger
shall be deemed effective as of the date thereof, (ii) released CIT Group Funding Company of
Delaware LLC (“CIT Funding”) from its



 









 







obligations under the Collateral Documents (as defined in the Amended and Restated Credit
Agreement) and released the liens granted by CIT Funding under the Collateral Documents (but, for
avoidance of doubt, not its Guaranty (as defined in the Amended and Restated Credit Agreement)) and
(B) instructed the Collateral Agent to file any appropriate filings terminating any UCC financing
statements naming CIT Funding as “debtor” in favor of the Collateral Agent, and (iii) authorized
and instructed Bank of America, as successor administrative agent and collateral agent, to execute
and deliver (A) a Rescission and Termination of Security Interest, whereby (1) the Collateral Agent
rescinded and declared null and void ab initio the pledge of Capital Stock of CIT Financial
(Alberta) ULC by CIT Financial, released CIT Financial from its obligations under the Amended and
Restated Collateral Agreement and released the liens granted by CIT Financial under the Amended and
Restated Collateral Agreement and (2) the Administrative Agent acknowledged that CIT Financial
shall be deemed not to be a Credit Party under the Credit Agreement or any other Credit Documents,
(B) a Rescission and Termination of Security Interest, whereby the Collateral Agent rescinded and
declared null and void ab initio (1) a portion of the pledge by Capita Corporation of Capital Stock
of Capita International L.L.C. (“Capita”), and (2) the entire pledge by CIT Communications
Finance Corporation of 1% of the outstanding Capital Stock of Capita, such that, after giving
effect to such rescissions, 65% of the aggregate outstanding Capital Stock of Capita was pledged by
Capita Corporation to the Collateral Agent, (C) a Rescission and Termination of Security Interest,
whereby the Collateral Agent rescinded and declared null and void ab initio a portion of the pledge
by Capita Corporation of Capital Stock of Arrendadora Capita Corporation, S.A. de C.V.
(“Arrendadora”), such that, after giving effect to such rescission, 44% of the aggregate
outstanding Capital Stock of Arrendadora was pledged by Capita Corporation to the Collateral Agent,
and (D) a Rescission and Termination of Security Interest, whereby the Collateral Agent rescinded
and declared null and void ab initio the pledge by C.I.T. Leasing Corporation (“CIT
Leasing”) of Capital Stock of CIT Holdings, subject to the prior consummation of the merger
between CIT Holdings and CIT Leasing in which CIT Leasing was the sole surviving corporation;



          
WHEREAS, pursuant to the Amendment Agreement, (i) the Amended and Restated Credit Agreement
was amended and restated in its entirety (the Amended and Restated Credit Agreement, as so amended
and restated, as the same may be amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”) and (ii) the Requisite Lenders authorized and
instructed Bank of America, as successor administrative agent and collateral agent to execute and
deliver this Agreement; and



          
WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of
the extensions of credit under the Credit Agreement.



          
NOW, THEREFORE, in consideration of the premises and to induce the Lenders and the Collateral
Agent to enter into the Credit Agreement and make the modifications set forth therein, each Grantor
hereby agrees with the Collateral Agent to amend and restate in its entirety the Amended and
Restated Collateral Agreement as follows:



2









 





ARTICLE 1




DEFINED TERMS




     Section 1.1 Definitions. (a) Capitalized terms used herein without definition
are used as defined in the Credit Agreement.



          
(b) The following terms have the meanings given to them in the UCC and terms used herein
without definition that are defined in the UCC have the meanings given to them in the UCC (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):
“account”, “account debtor”, “as-extracted collateral”, “certificated
security”, “chattel paper”, “commercial tort claim”, “commodity
account”, “commodity contract”, “deposit account”, “electronic chattel
paper”, “equipment”, “farm products”, “fixture”, “general
intangible”, “goods”, “health-care-insurance receivable”,
“instruments”, “inventory”, “investment property”, “letter-of-credit
right”, “proceeds”, “record”, “securities account”, “security”,
“supporting obligation” and “tangible chattel paper”.



          
(c) The following terms shall have the following meanings:



          
“Account” means, as at any date of determination, all “accounts” (as such term is
defined in the UCC) of the Credit Parties, including, without limitation, the unpaid portion of the
obligation of a customer of the Credit Parties in respect of Inventory purchased by and shipped or
delivered to such customer and/or the rendition of services by the Credit Parties, as stated on the
respective invoice or similar document of the Credit Parties, net of any credits, rebates or
offsets owed to such customer in respect of such Account.



          
“Agreement” means this Second Amended and Restated Collateral Agreement.



          
“Applicable IP Office” means the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency within or outside the United States.



          
“Bank of America Account” means any account maintained by a Credit Party at Bank of
America, N.A. and identified on Schedule 8B.



          
“Blocked Account” means a deposit account or securities account in the name of any
Grantor and under the sole control (as defined in the applicable UCC) of the Collateral Agent and
(a) in the case of a deposit account, from which the Grantors may not make withdrawals except as
permitted by the Collateral Agent and (b) in the case of a securities account, with respect to
which the Collateral Agent shall be the only Person authorized to give entitlement orders with
respect thereto.



          
“Collateral” has the meaning specified in Section 2.1(a).



          
“Company” has the meaning specified in the recitals.



          
“Controlled Deposit Account” means each deposit account (including all funds on
deposit therein) maintained by a Grantor that is the subject of an effective Control Agreement.



3









 





          
“Controlled Securities Account” means each securities account or commodity account
(including all financial assets held therein and all certificates and instruments, if any,
representing or evidencing such financial assets) that is the subject of an effective Control
Agreement and that is maintained by a Grantor.



          
“Copyright Licenses” means any and all agreements providing for the granting of any
right in or to Copyrights (whether such Grantor is licensee or licensor thereunder).



          
“Copyrights” means all United States and foreign copyrights, including copyrights in
software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright
Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i)
all registrations and applications therefor including the registrations and applications referred
to in Schedule 6 (as such schedule may be amended or supplemented from time to time), (ii)
all extensions and renewals thereof (iii) all rights corresponding thereto throughout the world,
and (iv) all proceeds of the foregoing, including licenses, royalties, income, payments, claims,
damages and proceeds of suit.



          
“Credit Agreement” has the meaning specified in the recitals.



          
“E-Fax” means any system used to receive or transmit faxes electronically.



          
“Electronic Transmission” means each document, instruction, authorization, file,
information and any other communication transmitted, posted or otherwise made or communicated by
e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.



          
“E-System” means any electronic system, including Intralinks® and ClearPar®
and any other internet or extranet-based site, whether such electronic system is owned, operated or
hosted by the Administrative Agent, any of its Related Persons or any other Person, providing for
access to data protected by passcodes or other security system.



          
“Excluded Equity Interest” means (i) in the case of CIT Aerospace International, the
one nominee share held by CIT Financial Ltd., (ii) in the case of CIT Group Finance (Ireland), the
excess over forty-nine percent (49%) of its aggregate outstanding Capital Stock, (iii) in the case
of Capita International L.L.C., the excess over sixty-five percent (65%) of its aggregate
outstanding Capital Stock, (iv) in the case of Arrendadora Capita Corporation, S.A. de C.V., the
excess over forty-four percent (44%) of its aggregate outstanding Capital Stock and (v) in the case
of all other Persons organized under the laws of a jurisdiction other than the United States of
America, any State thereof or the District of Columbia, the excess over sixty-five percent (65%) of
the Voting Capital Stock of such Person.



          
“Excluded Property” means, collectively, (a) any account, chattel paper, document,
instrument, general intangible, letter — of — credit right, commodity account or investment
property (other than Pledged Collateral issued by subsidiaries of Company listed on
Schedule 4, Schedule 5A or Schedule 5B) the terms of which prohibit or
restrict the creation, perfection or priority of the security interest created hereunder or
requires the consent (which is not obtained) of a third party to the creation of the security
interest created hereunder in each case if and to the extent that such prohibition, restriction or
failure to obtain consent gives rise to a default, breach, or termination of or under such account,
chattel paper, document, instrument, general intangible, letter — of — credit right, commodity
account or investment property (in each



4









 







case after giving effect to Sections 9-406 through 9-409 of the UCC); (b) any account, chattel
paper, document, instrument, general intangible, letter — of — credit right, commodity account or
investment property (other than Pledged Collateral issued by subsidiaries of Company listed on
Schedule 4, Schedule 5A or Schedule 5B), if and to the extent that a
binding rule of law, statute or regulation prohibits, restricts, or requires the consent (which is
not obtained) of the government, a governmental body or official (whether of the United States or
any other jurisdiction) to, the creation, perfection or priority of the security interest hereunder
(in each case, after giving effect to Sections 9-406 and 9-408 of the UCC); (c) any goods, account,
chattel paper, document, instrument, general intangible, letter-of-credit right, commodity account
or investment property that is subject to another agreement, including a lease, permitted under the
Credit Agreement (including under Section 6.3 of the Credit Agreement) to the extent that
the terms of such other agreement prohibit or restrict the creation, perfection or priority of the
security interest of the Collateral Agent in such goods, account, chattel paper, document,
instrument, general intangible, letter-of-credit right, commodity account or investment property
created hereunder or requires the consent (which is not obtained) of a third party to the creation
of such security interest if and to the extent that such prohibition, restriction or failure to
obtain consent gives rise to a default, breach, or termination of or under such other agreement (in
each case after giving effect to Sections 9-406 through 9-409 of the UCC); (d) any Excluded Equity
Interest; (e) any trademark applications filed in the United States Patent and Trademark Office on
the basis of such Grantor’s “intent-to-use” such trademark to the extent that the creation of a
Lien hereunder on any such asset would render such asset void, terminated, unenforceable or
invalid; (f) any deposit accounts, other than any Bank of America Account, to which funds that (i)
represent proceeds of the items set out in clauses (a) through (e) above have been credited to such
deposit accounts in the ordinary course of business or (ii) do not belong to a Grantor have been
credited to such deposit accounts in the ordinary course of business; and (g) each securities
account identified on Schedule 8A; provided, however, that “Excluded
Property shall not include any proceeds of Excluded Property unless such proceeds constitute
Excluded Property described in any of clauses (a) through (g) above. If any property ceases to be
Excluded Property for any reason it shall automatically and without any action on the part of any
Person be included in the Collateral.



          
For the purposes of this Agreement, none of the other terms defined in clauses (b) and (c) of
Section 1.1 shall include any Excluded Property.



          
“Existing Credit Documents” has the meaning specified in Section 7.18.



          
“Foreign Grantor” means each of CIT Holdings Canada ULC, CIT Financial (Barbados) Srl,
CIT Group Holdings (UK) Limited and CIT Holdings No. 2 (Ireland).



          
“Foreign Grantor Collateral” has the meaning specified in Section 2.1(b).



          
“Foreign Grantor Pledged Stock” has the meaning specified in Section 2.1(b).



          
“Grantor” and “Grantors” have the meaning specified in the preamble. For the
avoidance of doubt, “Grantor” shall include each Foreign Grantor and “Grantors” shall include the
Foreign Grantors.



          
“Insurance” means (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life
insurance or business interruption policies.



5









 





          
“Intellectual Property” means all right, title and interest in or to intellectual
property and industrial property, including, but not limited to, all Copyrights, IP Licenses,
Patents, copyrights in Software, Trademarks and Trade Secrets.



          
“Internet Domain Names” means, as they exist anywhere in the world, Internet addresses
and other computer identifiers, including any alphanumeric designation that is registered with or
assigned by any domain name registrar as part of an electronic address on the Internet.



          
“Inventory” means all of the “inventory” (as such term is defined in the UCC) of the
Credit Parties, including, but not limited to, all merchandise, raw materials, parts, supplies,
work-in-process and finished goods intended for sale, together with all the containers, packing,
packaging, shipping and similar materials related thereto, and including such inventory as is
temporarily out of such Credit Party’s custody or possession, including inventory on the premises
of others and items in transit.



          
“IP Licenses” means any and all agreements providing for the granting of any right in
or to Intellectual Property (whether such Grantor is licensee or licensor thereunder) including,
but not limited to, the Copyright Licenses, the Patent Licenses, the Trademark Licenses, and the
Trade Secret Licenses.



          
“Knowledge Officer” means, with respect to any Grantor, any Authorized Officer and the
General Counsel of such Grantor.



          
“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability,
obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions,
charges, disbursements and expenses, in each case of any kind or nature (including interest accrued
thereon or as a result thereof and fees, charges and disbursements of financial, legal and other
advisors and consultants), whether joint or several, whether or not indirect, contingent,
consequential, actual, punitive, treble or otherwise.



          
“Material Intellectual Property” means Intellectual Property that is owned by or
licensed to a Grantor and material, individually or in the aggregate, to the conduct of the
business of the Borrowers or their subsidiaries.



          
“Original Collateral Agreement” has the meaning specified in the recitals.



          
“Original Credit Agreement” has the meaning specified in the recitals.



          
“Patent Licenses” means all agreements providing for the granting of any right in or
to Patents (whether such Grantor is licensee or licensor thereunder).



          
“Patents” means all United States and foreign patents and certificates of invention,
or similar industrial property rights, and applications for any of the foregoing, including: (i)
each patent and patent application referred to in Schedule 6 hereto (as such schedule may
be amended or supplemented from time to time), (ii) all reissues, divisions, continuations,
continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights
corresponding thereto throughout the world and (iv) all proceeds of the foregoing, including
licenses, royalties, income, payments, claims, damages, and proceeds of suit.



6









 





          
“Pledged Certificated Stock” means (i) all certificated securities and any other
Capital Stock of any direct Restricted Subsidiary or Immaterial Subsidiary of a Subsidiary
Guarantor owned by a Grantor and (ii) Foreign Grantor Pledged Stock, in each case, that is
evidenced by a certificate, instrument or other similar document, and any distribution of property
made on, in respect of or in exchange for the foregoing from time to time, including all
certificated Capital Stock listed on Schedules 4 and 5A.



          
“Pledged Collateral” means, collectively, the Pledged Stock and the Pledged
Intercompany Debt Instruments.



          
“Pledged Debt Instruments” means all right, title and interest of any Grantor in
instruments evidencing any Indebtedness owed to such Grantor, and any distribution of property made
on, in respect of or in exchange for the foregoing from time to time issued by the obligors named
therein.



          
“Pledged Intercompany Debt Instruments” means all right, title and interest of any
Grantor in instruments evidencing any Indebtedness owed to such Grantor and issued by Company or
any of its subsidiaries, and any distribution of property made on, in respect of or in exchange for
the foregoing from time to time issued by the obligors named therein.



          
“Pledged Investment Property” means any investment property of any Grantor, and any
distribution of property made on, in respect of or in exchange for the foregoing from time to time,
other than any Pledged Stock or Pledged Debt Instruments.



          
“Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated
Stock.



          
“Pledged Uncertificated Stock” means any Capital Stock of any Person that is not
Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or
general partner in any partnership not constituting Pledged Certificated Stock or as a member of
any limited liability company, all right, title and interest of any Grantor in, to and under any
Organizational Document of any partnership or limited liability company to which it is a party, and
any distribution of property made on, in respect of or in exchange for the foregoing from time to
time, including in each case those interests set forth on Schedule 5A, to the extent such
interests are not certificated.



          
“Registered Intellectual Property” means all Patents, Trademarks and Copyrights that
are covered by issued patents or registrations or pending patent applications or applications for
registration.



          
“Related Person” means, with respect to any Person, each Affiliate of such Person and
each director, officer, employee, agent, trustee, representative, attorney, accountant and each
insurance, environmental, legal, financial and other advisor (including those retained in
connection with the satisfaction or attempted satisfaction of any condition set forth in
Section 3 of the Credit Agreement) and other consultants and agents of or to such Person or
any of its Affiliates, together with, if such Person is the Collateral Agent, each other Person or
individual designated, nominated or otherwise mandated by or helping the Collateral Agent pursuant
to and in accordance with Section 9.7(c) of the Credit Agreement or any comparable
provision of any Credit Document.



7









 





          
“Requirements of Law” means, with respect to any Person, collectively, the common law
and all federal, state, local, foreign, multinational or international laws, statutes, codes,
treaties, standards, and legally binding rules, regulations, guidelines, ordinances, orders,
judgments, writs, injunctions and decrees (including administrative or judicial precedents or
authorities) and the interpretation or administration thereof by, and other determinations,
directives, requirements or requests of, any Governmental Authority, in each case that are
applicable to or binding upon such Person or any of its property or to which such Person or any of
its property is subject.



          
“Secured Parties” means, collectively, Lenders, Arrangers, Agents, the BANA
Indemnitees, any agents or sub-agents appointed by Administrative Agent or Collateral Agent
pursuant to Section 9.7(c) of the Credit Agreement and members of the Lenders Steering
Committee.



          
“Sell” means, with respect to any property, to sell, convey, transfer, assign,
license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any
such interest, including, in each case, through a sale, factoring at maturity, collection of or
other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms
thereof and the noun “Sale” have correlative meanings.



          
“Software” means (a) all computer programs, including source code and object code
versions, (b) all data, databases and compilations of data, whether machine readable or otherwise,
and (c) all documentation, training materials and configurations related to any of the foregoing.



          
“subsidiary” has the meaning specified in the Credit Agreement.



          
“Trade Secret Licenses” means any and all agreements providing for the granting of any
right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder).



          
“Trade Secrets” means all trade secrets and other confidential and proprietary
information and know-how whether or not such Trade Secret has been reduced to a writing or other
tangible form (including confidential and proprietary delivery routes) and all proceeds of the
foregoing, including licenses, royalties, income, payments, claims, damages, and proceeds of suit.



          
“Trademark Licenses” means any and all agreements providing for the granting of any
right in or to Trademarks (whether such Grantor is licensee or licensor thereunder).



          
“Trademarks” means all United States, and foreign trademarks, trade names, corporate
names, company names, business names, fictitious business names, Internet Domain Names, service
marks, certification marks, collective marks, logos, other source or business identifiers, all
registrations and applications for any of the foregoing including: (i) the registrations and
applications referred to in Schedule 6 (as such schedule may be amended or supplemented
from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the
goodwill of the business connected with the use of and symbolized by the foregoing, and (iv) all
proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages, and
proceeds of suit.



8









 





          
“UCC” means the Uniform Commercial Code as from time to time in effect in the State of
New York; provided, however, that, in the event that, by reason of mandatory
provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of
the Collateral Agent’s or any other Secured Party’s security interest in any Collateral is governed
by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC”
shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such attachment, perfection or priority and for purposes of the
definitions related to or otherwise used in such provisions.



          
“Vehicles” means all vehicles covered by a certificate of title law of any state;
provided, that Vehicles shall not include any goods subject to any national or
international recordation system.



     Section 1.2 Certain Other Terms. (a) The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of such terms. The terms
“herein”, “hereof” and similar terms refer to this Agreement as a whole and not to
any particular Article, Section or clause in this Agreement. References herein to an Annex,
Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article,
Section or clause in this Agreement. Where the context requires, provisions relating to any
Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any
relevant part thereof.



          



          (b) Section 1.3 (Interpretation, etc.) of the Credit Agreement is applicable
to this Agreement as and to the extent set forth therein.



ARTICLE 2




GRANT OF SECURITY INTEREST




     Section 2.1 Collateral. (a) For the purposes of this Agreement, all of the
following property now owned or at any time hereafter acquired by a Grantor (other than any Foreign
Grantor) or in which such Grantor now has or at any time in the future may acquire any right, title
or interests is collectively referred to with the Foreign Grantor Collateral as the
“Collateral”:




     (i) all accounts, chattel paper, deposit accounts, documents (as defined in the UCC),
equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance,
inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and
any supporting obligations related thereto;




     (ii) the commercial tort claims described on Schedule 1 and on any supplement
thereto received by the Collateral Agent pursuant to Section 4.9;




     (iii) all books and records pertaining to the Collateral;




     (iv) all property of such Grantor held by any Secured Party, including all property of
every description, in the custody of or in transit to such Secured Party for any purpose,
including safekeeping, collection or pledge, for the account of such Grantor or as to which
such Grantor may have any right or power, including but not limited to cash;



9









 






     (v) all other goods (including but not limited to fixtures and the airframes and
engines described from time to time on Schedule 9) and personal property of such
Grantor, whether tangible or intangible and wherever located; and




     (vi) to the extent not otherwise included, all proceeds of the foregoing;


provided, however, that “Collateral” shall not include any Excluded
Property; and provided, further, that if and when any property shall cease to be
Excluded Property, such property shall be deemed automatically from such time to constitute
Collateral.




          
(b) For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by any Foreign Grantor or in which any Foreign Grantor now has or at any time in
the future may acquire any right, title or interests is collectively referred to as the
“Foreign Grantor Collateral”:




     (i) all of the Pledged Stock owned by such Foreign Grantor listed on Schedule
4 (“Foreign Grantor Pledged Stock”);




     (ii) all additional shares of Pledged Stock of any issuer of Foreign Grantor Pledged
Stock acquired from time to time by any Foreign Grantor;




     (iii) the certificates representing the shares referred to in clauses (i) and (ii)
above; and




     (iv) all dividends, cash, interest, instruments and other property or proceeds, from
time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing;


provided, however, that “Foreign Grantor Collateral” shall not include any
Excluded Property; and provided, further, that if and when any property shall cease
to be Excluded Property, such property shall be deemed automatically from such time to constitute
Collateral.




          Section 2.2 Grant of Security Interest in Collateral. Each Grantor, as
collateral security for the prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations (the “Secured Obligations”),
hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured
Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in, all of its right, title and interest in, to and under the Collateral of such
Grantor.



          Section 2.3 Continuing Liability Under the Collateral. Notwithstanding
anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the
Collateral and nothing contained herein is intended or shall be a delegation of duties thereunder
to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under
each of the agreements included in the Collateral to which it is a party, including, without
limitation, any agreements relating to Pledged Stock, to perform all of the obligations undertaken
by it thereunder all in accordance with and pursuant to the terms and provisions thereof and
neither the Collateral Agent nor any other Secured Party shall have any obligation or liability
under any of such agreements by reason of or arising out of this Agreement or any other document
related thereto nor shall the Collateral Agent nor any other Secured Party have any obligation to
make any inquiry as to the nature or sufficiency of any payment received by it or have any
obligation to



10









 







take any action to collect or enforce any rights under any agreement included in the
Collateral, including, without limitation, any agreements relating to Pledged Stock, and (iii) the
exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from
any of its duties or obligations under the contracts and agreements included in the Collateral.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES




          
To induce the Lenders and the Collateral Agent to enter into the Credit Documents, each
Grantor hereby represents and warrants each of the following to the Collateral Agent, the Lenders
and the other Secured Parties (provided that each Subsidiary Guarantor makes such representations
and warranties with respect to the Collateral pledged by it and each Foreign Grantor makes such
representations and warranties solely with respect to its Foreign Grantor Collateral):



     Section 3.1 Title; No Other Liens. Such Grantor has good title to, or valid
rights in, each item of the Collateral (except for defects in title that, individually or in the
aggregate, do not materially interfere with its ability to conduct its business as currently
conducted or utilize such properties for their intended purposes). The Collateral is owned by such
Grantor free and clear of any and all Liens, other than Permitted Liens. Such Grantor (a) is the
record owner of the Collateral pledged by such Grantor hereunder and identified in Schedule
5A or 5B and (b) except as otherwise permitted under the Credit Agreement, has rights
in or the power to transfer each other item of Collateral in which a Lien is granted by it
hereunder, free and clear of any other effective Lien, other than Permitted Liens.



     Section 3.2 Perfection and Priority. To the extent governed by Article 8 or 9
of the UCC, the security interest granted pursuant to this Agreement constitutes a valid perfected
security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all
Collateral in which a security interest may be perfected by the filing of a financing statement
under the UCC as specified on Schedule 2 (which, in the case of all filings referred to on
such schedule, have been delivered to the Collateral Agent in completed and duly authorized form
for filing). Except as contemplated by Section 5.19 of the Credit Agreement, such security
interest has priority over all other Liens on the Collateral other than Permitted Priority Liens.
Except in connection with transactions or Liens permitted by the Credit Agreement, no Grantor shall
take any action to create or permit any prior Lien on any of the Collateral, including by delivery
to any Person other than the Collateral Agent of any instrument, tangible chattel paper or
investment property consisting of instruments and certificates or granting control over such
Collateral.



     Section 3.3 Jurisdiction of Organization; Chief Executive Office. Such
Grantor’s jurisdiction of organization or formation, legal name and organizational identification
number, if any, and the location of such Grantor’s chief executive office or sole place of
business, in each case as of the date hereof, is specified on Schedule 3.



     Section 3.4 Pledged Collateral. (a) On the date hereof, the Pledged Stock
pledged by such Grantor hereunder (i) is listed on Schedule 5A (or Schedule 4 in
the case of any Foreign Grantor) and constitutes that percentage of the issued and outstanding
equity of all classes of each issuer thereof as set forth on Schedule 5A (or Schedule
4) and (ii) has been duly and validly issued and is fully paid and non-assessable (other than
Pledged Stock in limited liability companies and partnerships).



11









 





          
(b) On the date hereof, the Pledged Intercompany Debt Instruments held by such Grantor are
listed on Schedule 5B, and all of such Pledged Intercompany Debt Instruments have been duly
authorized, authenticated or issued and constitute the legal, valid and binding obligation of the
issuers thereof, enforceable in accordance with their terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair dealing.



          (c) Subject to Section 5.19 of the Credit Agreement, as of the Closing Date, all
Pledged Certificated Stock that is not Excluded Property (other than Pledged Certificated Stock
issued by a subsidiary of the Company that is organized under the laws of a jurisdiction other than
the United States of America, any State thereof or the District of Columbia) has been delivered to
the Collateral Agent in accordance with Section 4.4(a).



          (d) Subject to Section 5.3, upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor
granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged
Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be
entitled to participate in the management of the issuer of such Pledged Stock and, upon the
transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to
be a holder of such Pledged Stock.



     Section 3.5 Letter-of-Credit Rights. Subject to Section 7.1, all
letters of credit in excess of $5,000,000 individually and that are not supporting obligations in
which such Grantor has rights as of the Closing Date are listed on Schedule 7.



     Section 3.6 Instruments and Tangible Chattel Paper Formerly Accounts. Except
pursuant to transactions or Liens permitted by the Credit Agreement, no amount payable to such
Grantor under or in connection with any account that constitutes Collateral is evidenced by any
instrument or tangible chattel paper that has been delivered to any Person other than the
Collateral Agent.



     Section 3.7 Intellectual Property. (a) Subject to Section 7.1,
Schedule 6 sets forth a true and complete list of the Registered Intellectual Property such
Grantor owns as of the Closing Date, including for each of the foregoing items listed under (i)
above (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or
otherwise arises or in which an application for registration has been filed and (4) as applicable,
the registration or application number and registration or application date.



          
(b) To the knowledge of any Knowledge Officer of such Grantor, on the Closing Date, except as
otherwise provided on Schedule 6, (i) all Registered Intellectual Property owned by such
Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no
Intellectual Property has been abandoned, except, individually and in the aggregate, as could not
reasonably be expected to have a Material Adverse Effect and (ii) such Grantor owns or has the
valid right to use all Material Intellectual Property used in, or necessary to conduct, such
Grantor’s business, free and clear of all Liens except for Permitted Liens.



          
(c) No settlements or consents, covenants not to sue, non-assertion assurances, or releases
have been entered into by such Grantor or to which such Grantor is bound



12









 







with respect to any Intellectual Property that could reasonably be expected to have a Material
Adverse Effect.



          
(d) To the knowledge of any Knowledge Officer of such Grantor, there are no pending or
threatened actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes
(other than ex parte proceedings before any Applicable IP Office) challenging the ownership, use,
validity, enforceability of, or such Grantor’s rights in, any Intellectual Property that is owned
by such Grantor, except, individually and in the aggregate, as could not reasonably be expected to
have a Material Adverse Effect. No Person has been or is infringing, misappropriating, diluting,
violating or otherwise impairing any Intellectual Property that is owned by such Grantor, except,
individually and in the aggregate, as could not reasonably be expected to have a Material Adverse
Effect.



     Section 3.8 Commercial Tort Claims. Subject to Section 7.1, except as
listed on Schedule 1, no Grantor has any commercial tort claim existing on the date hereof
as to which such Grantor reasonably expects to recover more than $5,000,000.



ARTICLE 4




COVENANTS




          
Each Grantor agrees with the Collateral Agent and the other Secured Parties to the following
so long as any Commitment is in effect and until payment in full of all Loans and other Obligations
(provided that each Foreign Grantor so agrees solely with respect to its Foreign Grantor
Collateral, except pursuant to Section 4.4(b));



     Section 4.1 Maintenance of Perfected Security Interest; Further Documentation and
Consents. (a) Generally. Such Grantor shall (i) not use or permit any Collateral to
be used (A) in violation of any provision of any Credit Document, or (B) in violation of any
Requirement of Law (except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect) or (C) in violation of any policy of insurance covering the
Collateral, in any material respect, and (ii) except as permitted under the Credit Agreement, not
enter into any Contractual Obligation or undertaking restricting the right or ability of such
Grantor or the Collateral Agent to dispose of any Collateral; provided, however, that if and to the
extent that any Collateral is leased or subleased to a Person that is not a subsidiary of the
Company, notwithstanding the foregoing, such Grantor shall only be obligated to use its reasonable
judgment in enforcing the terms of its agreements with such lessee or sublessee and exercise
reasonable diligence in supervising such Person with respect to such Collateral.



          
(b) Such Grantor shall take all actions necessary or otherwise reasonably requested by the
Collateral Agent to maintain the security interest created by this Agreement as a perfected
security interest to the extent required pursuant to this Agreement or Section 5.13 or
5.19 of the Credit Agreement and having at least the priority described in
Section 3.2 and shall take commercially reasonable actions to defend such security interest
and such priority against the claims and demands of all Persons, subject, in each case, to
Permitted Liens and the rights of such Grantor under the Credit Agreement to dispose of the
Collateral. Notwithstanding any provision in this Agreement to the contrary, no Grantor shall be
required to take any action to perfect a security interest in any asset (i) where the Collateral
Agent (at the direction of the Requisite Lenders) and the Borrower Representative agree the cost of
perfection is excessive in relation to the benefit afforded thereby, in which case, the Collateral
Agent shall not be required



13









 







to take any action unless requested by the Requisite Lenders or (ii) to the extent that such
perfection is not required pursuant this Agreement or the Credit Agreement.



          
(c) Such Grantor shall not convey, sell, lease, sublease, exchange, transfer, or otherwise
dispose of (by operation of law or otherwise) any Collateral except for sales, leases, subleases,
exchanges, transfers and other dispositions permitted under the Credit Agreement.



          
(d) Such Grantor shall furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral and such other reports in connection
therewith as the Collateral Agent may reasonably request.



          
(e) At any time and from time to time, upon the written request of the Collateral Agent, such
Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and
of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have
recorded, such further documents, including an authorization to file (or, as applicable, the filing
of) any reasonably requested financing statement or amendment under the UCC (or other filings under
similar Requirements of Law) in effect in any jurisdiction with respect to the security interest
created hereby to the extent that perfection is required under this Agreement or Section
5.13 or 5.19 the Credit Agreement and (ii) take such further action as the Collateral
Agent may reasonably request, including (A) during the continuance of an Event of Default, using
commercially reasonable efforts to secure all approvals necessary for the assignment to or for the
benefit of the Collateral Agent of any Contractual Obligation, including any IP License, held by
such Grantor and to enforce the security interests granted hereunder and (B) subject to the terms
of the Credit Agreement, executing and delivering any Control Agreements with respect to deposit
accounts, securities accounts and commodity accounts to the extent required hereunder.



          
(f) If the Requisite Lenders so elect while an Event of Default has occurred and is
continuing, such Grantor shall arrange for the Collateral Agent’s security interest to be noted on
the certificate of title of each Vehicle and shall file any other necessary documentation in each
jurisdiction that the Collateral Agent shall reasonably deem advisable to perfect its security
interest in any Vehicle.



     Section 4.2 Changes in Name, Jurisdiction, Etc. Such Grantor shall comply
with Section 5.1(k) of the Credit Agreement



     Section 4.3 Other Changes. Each year, at the time of delivery of annual
financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b)
of the Credit Agreement, the Borrowers shall deliver to the Collateral Agent a written supplement
to Schedules 1 through 7 hereto setting forth any information required hereunder
to be set forth in the Schedules that has changed since the Closing Date or the date of the most
recent supplement delivered pursuant to this Section 4.3.



     Section 4.4 Pledged Collateral. (a) Delivery of Certain Pledged
Collateral. Such Grantor shall promptly after such Grantor obtains possession thereof, deliver
to the Collateral Agent, in the exact form received, duly indorsed by such Grantor to the
Collateral Agent together with an undated stock or other transfer power duly executed in blank, (A)
all Pledged Certificated Stock and (B) all Pledged Intercompany Debt Instruments.



14









 





          
(b) No Delivery of Pledged Collateral to Third Parties. Except in connection with a
transaction permitted by the Credit Agreement, no Grantor shall take any action to create or permit
any Lien on any of the Pledged Stock issued by a Restricted Subsidiary or any Pledged Intercompany
Debt Instruments having priority over the Collateral Agent’s Lien except for Permitted Priority
Liens. No Grantor shall create or permit to exist any consensual Lien on any Non-Voting Capital
Stock of any Foreign Subsidiary it owns that constitutes Excluded Property or create or permit any
subsidiary to create, or permit to exist, any consensual Lien on any Capital Stock of CIT Aerospace
International or CIT Group Finance (Ireland) other than the Lien of the Collateral Agent.



          
(c) Event of Default. During the continuance of an Event of Default, the Collateral
Agent shall have the right, at any time in its discretion and without notice to the Grantor, to
transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any
Pledged Investment Property. During the continuance of an Event of Default, the Collateral Agent
shall have the right at any time to exchange any certificate or instrument representing or
evidencing any Pledged Collateral or any Pledged Investment Property for certificates or
instruments of smaller or larger denominations.



          
(d) Distributions with respect to Pledged Collateral. Except as provided in
Article 5, such Grantor shall be entitled to receive all cash dividends, distributions,
principal and interest paid in respect of the Pledged Collateral with respect to the Pledged
Collateral. Upon the occurrence and during the continuance of an Event of Default, any sums paid
upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of
any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral
or any property distributed upon or with respect to any Pledged Collateral pursuant to the
recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant
to the reorganization thereof shall, unless otherwise (i) subject to a perfected security interest
(with the priorities contemplated herein) in favor of the Collateral Agent or (ii) applied in
accordance with the Credit Agreement, be paid into a Deposit Account or Securities Account that is
subject to a perfected security interest (with the priorities contemplated herein) in favor of the
Collateral Agent. During the continuance of an Event of Default, if any sum of money or property
so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such
Grantor shall, until such money or property is paid or delivered to the Collateral Agent and is not
described in clause (i) or (ii) of the preceding sentence, hold such money or property in trust for
the Collateral Agent, segregated from other funds of such Grantor, as additional security for the
Secured Obligations.



          
(e) Voting Rights. Except as provided in Article 5, such Grantor shall be
entitled to exercise all voting, consent and corporate, partnership, limited liability company and
similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be
cast, consent given or right exercised or other action taken by such Grantor that would impair in
any material respect the Collateral (except to the extent permitted under the Credit Agreement), be
inconsistent with or result in any violation of any provision of this Agreement, the Credit
Agreement or any other Credit Document or adversely affect the rights inuring to a holder of the
Pledged Collateral.



          
(f) Grantors as Issuers. In the case of each Grantor which is an issuer of Pledged
Collateral, such Grantor agrees that (i) it shall be bound by the terms of this Agreement relating
to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are
applicable to it and (ii) the terms of Section 5.3(c) shall apply to it, mutatis mutandis,



15









 







with respect to all actions that may be required of it pursuant to Section 5.3(c) with
respect to the Pledged Securities issued by it. In addition, each Grantor which is either an
issuer or an owner of any Pledged Collateral hereby consents to the grant by each other Grantor of
the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged
Collateral to the Collateral Agent or its nominee following an Event of Default and to the
substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the
issuer of the related Pledged Collateral.



          
(g) Amendments. Each Grantor shall not, without the consent of the Requisite Lenders,
agree to any amendment to any Organizational Document of such Grantor or any issuer of Pledged
Collateral that in any way adversely affects the perfection of the security interest of the
Collateral Agent in the Pledged Collateral pledged hereunder, including any amendment electing to
treat any limited liability company interest or partnership interest that is part of the Pledged
Collateral as a “security” under Section 8-103 of the UCC of the applicable jurisdiction.



     Section 4.5 Accounts. (a) Upon the occurrence and during the continuance of
an Event of Default, the Collateral Agent shall, at its option, have the right to settle, adjust or
compromise any claim, offset, counterclaim or dispute with an account debtor or grant any credits,
discounts or allowances relating to accounts constituting Collateral.



          
(b) Such Grantor shall keep and maintain at its own cost and expense records of the Accounts
consistent with past practice, including, but not limited to, the originals or electronic copies of
all documentation with respect to all Accounts and records of all payments received and all credits
granted on the Accounts, all merchandise returned and all other dealings therewith.



     Section 4.6 Inventory. With respect to the Inventory: (a) such Grantor shall
at all times maintain Inventory records consistent with past practice, including keeping correct
and accurate records in all material respects itemizing and describing the kind and type of
Inventory, such Grantor’s cost therefor and withdrawals therefrom and additions thereto; and (b) as
between the Collateral Agent and Lenders, on the one hand, and the Grantors, on the other hand,
each Grantor assumes all responsibility and liability arising from or relating to the use, sale or
other disposition of the Inventory (but nothing contained herein shall be construed as the basis
for any liability of any Grantor as to any third party).



     Section 4.7 Delivery of Instruments and Tangible Chattel Paper and Control of
Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. (a) Except in
connection with Ordinary Course Business Activities and as not otherwise prohibited under the
Credit Agreement, if any amount payable under or in connection with any Collateral owned by such
Grantor shall be or become evidenced by an instrument or a tangible chattel paper, such Grantor
shall not deliver such instrument or tangible chattel paper to any Person other than the Collateral
Agent.



          
(b) Except as otherwise permitted under the Credit Agreement, such Grantor shall not grant
“control” (within the meaning of such term under Section 9-106 of the UCC) over any investment
property to any Person other than the Collateral Agent.



          
(c) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a
supporting obligation of any Collateral, (ii) not Excluded Property and (iii) in excess of



16









 




$5,000,000, such Grantor shall promptly notify the Collateral Agent thereof and use
commercially reasonable efforts to enter into a Contractual Obligation with the Collateral Agent,
the issuer of such letter of credit or any nominated person with respect to the letter-of-credit
rights under such letter of credit. Such Contractual Obligation shall assign such letter-of-credit
rights to the Collateral Agent and such assignment shall be sufficient to grant control for the
purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). The
provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to
the Collateral Agent.




          
(d) If any amount payable under or in connection with any Collateral owned by such Grantor
shall be or become evidenced by electronic chattel paper, such Grantor shall not grant control of
such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section
under any equivalent UCC) and all “transferable records” as defined in each of the Uniform
Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act to
any Person other than the Collateral Agent except in connection with Ordinary Course Business
Activities and as not otherwise prohibited under the Credit Agreement.



     Section 4.8 Intellectual Property. (a) Within 45 days after the end of each
Fiscal Quarter, such Grantor shall provide Collateral Agent with notice of any additional
Registered Intellectual Property of such Grantor acquired during such Fiscal Quarter and shall
provide the Collateral Agent notification thereof and such short-form intellectual property
agreements and assignments in a form similar to those required to be delivered pursuant to
Section 4.8(e) and other documents that the Collateral Agent reasonably requests with
respect thereto.



          
(b) Such Grantor shall (and shall require all its applicable licensees to) (i) (1) continue to
use each Trademark owned by such Grantor included in the Material Intellectual Property in order to
maintain such Trademark in full force and effect with respect to each class of goods for which such
Trademark is used that is material to the business of the Borrowers or their subsidiaries, free
from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of
products and services offered under such Trademark as are currently maintained, (3) when
appropriate (as determined in such Grantor’s good faith business judgment), use such Trademark with
the appropriate notice of registration and all other notices and legends required by applicable
Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a
colorable imitation of such Trademark unless the Collateral Agent shall obtain a security interest
in such other Trademark pursuant to this Agreement and (ii) not knowingly do any act or omit to do
any act whereby (w) the Trademarks included in the Material Intellectual Property (or any goodwill
associated therewith included in the Intellectual Property) are reasonably likely to become
destroyed, invalidated, materially impaired or harmed in any way, (x) any Patents included in the
Material Intellectual Property are reasonably likely to become forfeited, misused, unenforceable,
abandoned or dedicated to the public, (y) any Copyrights included in the Material Intellectual
Property are reasonably likely to become invalidated, otherwise materially impaired or fall into
the public domain or (z) any Trade Secret that is Material Intellectual Property is reasonably
likely to become publicly available or otherwise unprotectable.



          
(c) Such Grantor shall notify the Collateral Agent promptly if any Knowledge Officer knows
that any application or registration relating to any Material Intellectual Property will become
forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any materially
adverse determination or development regarding the validity or enforceability or such Grantor’s
ownership of, interest in, right to use, register, own or maintain any Material



17









 







Intellectual Property (including the institution of, or any such determination or development
in, any proceeding that could reasonably be expected to result in any of the foregoing in any
Applicable IP Office, other than a routine office action or other determination or development in
the ordinary course of prosecution before an Applicable IP Office). Such Grantor shall take all
commercially reasonable actions that are necessary or reasonably requested by the Collateral Agent
to maintain and pursue each application (and to obtain the relevant registration or recordation)
and to maintain each registration and recordation included in the Material Intellectual Property,
provided, that the parties acknowledge that nothing in this Agreement prevents such Grantor from
disposing of or discontinuing the use of or maintenance of any of its Intellectual Property if such
Grantor determines in its good faith business judgment that such disposal or discontinuance is
desirable in the conduct of its business.



          
(d) Such Grantor shall not knowingly do any act or omit to do any act to infringe,
misappropriate, dilute, violate or otherwise impair the Intellectual Property of any other Person.
In the event that such Grantor has reason to believe that any Material Intellectual Property of
such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by
a third party, such Grantor shall take all commercially reasonable actions appropriate under the
circumstances (as determined by such Grantor in its good faith business judgment) in response
thereto, including, if determined to be appropriate, promptly bringing suit and recovering all
damages therefor.



          
(e) Such Grantor shall, from time to time, execute any document required (or otherwise
reasonably requested by Collateral Agent) to acknowledge, confirm, register, record or perfect the
Collateral Agent’s interest in any part of the Intellectual Property constituting Collateral,
whether now owned or hereafter acquired by such Grantor, including short-form intellectual property
security agreements in the form attached hereto as Annex 3 for all Registered Intellectual
Property of such Grantor.



     Section 4.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if it
shall acquire any interest in any commercial tort claim (whether from another Person or because
such commercial tort claim shall have come into existence) as to which it has claimed or reasonably
expects to recover more than $5,000,000, (i) such Grantor shall promptly deliver to the Collateral
Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice
of the existence and nature of such commercial tort claim and a supplement to Schedule 1
containing a description of such commercial tort claim, (ii) Section 2.1 shall apply to
such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral
Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any
document, and take all other action, reasonably necessary (or otherwise reasonably requested by the
Collateral Agent) for the Collateral Agent to obtain, on behalf of the Secured Parties, a perfected
security interest having at least the priority set forth in Section 3.2 in all such
commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this
Section 4.9 shall, after the receipt thereof by the Collateral Agent, become part of
Schedule 1 for all purposes hereunder other than in respect of representations and
warranties made prior to the date of such receipt.



     Section 4.10 Deposit Accounts and Securities Accounts. Each Grantor shall
provide the Collateral Agent with a perfected security interest in each Controlled Deposit Account
and/or Controlled Securities Account to the extent required pursuant to the Credit Agreement.
Subject to the terms of the applicable Control Agreement, at any time when an Event of Default
shall have occurred and be continuing, the Collateral Agent or the Requisite Lenders shall have the
right to require the financial institutions at which any Controlled Deposit Accounts are



18









 







maintained to remit to the Collateral Agent all funds maintained in such Controlled Deposit
Accounts, such funds to be applied by the Collateral Agent against the Secured Obligations in the
manner provided in the Credit Agreement; provided, that such requirement will cease to
apply (unless subsequently triggered again) if such Event of Default shall have been cured or
waived.



     Section 4.11 Collateral Audits(a) . In addition to the inspections permitted
under Section 5.6 of the Credit Agreement, the Collateral Agent shall have the right to
conduct audits of the Collateral, no more frequently than once per Fiscal Quarter while no Event of
Default is continuing, and each Grantor shall furnish all such assistance and information as the
Collateral Agent may reasonably require in connection therewith.



     Section 4.12 Foreign Registered Aircraft. Such Grantor agrees that in
connection with any Cape Town Filing on Unencumbered aircraft that is registered in a jurisdiction
other than the United States in accordance with Section 5.13 of the Credit Agreement, it
shall deliver to the Collateral Agent, a supplement to Schedule 9 containing a description
of the applicable airframe and engines by manufacturer, model and serial number, in form and
substance reasonably satisfactory to the Collateral Agent. In addition, upon the reasonable
request of the Collateral Agent or the Requisite Lenders from time to time, such Grantor shall
deliver supplements to Schedule 9 to reasonably identify the aircraft registered in a jurisdiction
other than the United States that is subject to the Lien of the Collateral Agent hereunder. Any
supplement to Schedule 9 delivered pursuant to this Section 4.12 shall, after the
receipt thereof by the Collateral Agent, become part of Schedule 9 for all purposes
hereunder.



ARTICLE 5




REMEDIAL PROVISIONS




     Section 5.1 Code and Other Remedies. (a) UCC Remedies. During the
continuance of an Event of Default, the Collateral Agent may (or, upon the written direction of the
Requisite Lenders, shall) exercise, in addition to all other rights and remedies granted to it in
this Agreement and in any other instrument or agreement securing, evidencing or relating to any
Secured Obligation, all rights and remedies of a secured party under the UCC or any other
applicable law.



          
(b) Disposition of Collateral. Without limiting the generality of the foregoing, the
Collateral Agent may (or, upon the written direction of the Requisite Lenders, shall), without
demand of performance or other demand, presentment, protest, advertisement or notice of any kind
(except any notice required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), during the
continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon
the premises where any Collateral is located, without any obligation to pay rent, through
self-help, without judicial process, without first obtaining a final judgment or giving any Grantor
or any other Person notice or opportunity for a hearing on the Collateral Agent’s claim or action,
(ii) collect, receive, appropriate and realize upon any Collateral and (iii) Sell, grant option or
options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s
board or office of any Secured Party or elsewhere upon such terms and conditions as it may
reasonably deem advisable and at such prices as it may reasonably deem



19









 







best, for cash or on credit or for future delivery without assumption of any credit risk. The
Collateral Agent shall have the right, upon any such public sale or sales and, to the extent
permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to
purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
of any Grantor, which right or equity is hereby waived and released. Each purchaser at any such
sale shall hold the property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the future have under any
rule of law or statue now existing or hereafter enacted. The Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given. The
Collateral Agent may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving
any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any
warranties of title or the like. Each Grantor hereby waives any claims against the Collateral
Agent arising by reason of the fact that the price at which any Collateral may have been sold at a
private sale was less than the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such Collateral to more than
one offered.



          
(c) Management of the Collateral. Each Grantor further agrees, that, during the
continuance of any Event of Default, (i) at the Collateral Agent’s or the Requisite Lenders’
request, it shall promptly and at its own expense assemble the Collateral and make it available to
the Collateral Agent at places that the Collateral Agent or the Requisite Lenders shall reasonably
select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the
Collateral Agent also has the right to require that each Grantor store and keep any Collateral
pending further action by the Collateral Agent and, while any such Collateral is so stored or kept,
provide such guards and maintenance services as shall be necessary to protect the same and to
preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able
to Sell any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to
the extent that it deems appropriate for the purpose of preserving the Collateral or its value or
for any other purpose reasonably deemed appropriate by the Collateral Agent and (iv) the Collateral
Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any
Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured
Parties), with respect to such appointment without prior notice or hearing as to such appointment.
The Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the
rights of any Grantor as against third parties with respect to any Collateral while such Collateral
is in the possession of the Collateral Agent.



          
(d) Application of Proceeds. The Collateral Agent shall apply the cash proceeds of
any action taken by it pursuant to this Section 5.1, after deducting all out-of-pocket
costs and expenses of every kind incurred in connection therewith or incidental to the care or
safekeeping of any Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent and any other Secured Party hereunder, including attorneys’ fees and
disbursements, in each case, to the extent to be reimbursed pursuant to Section 10.2 of the
Credit Agreement, to the payment in whole or in part of the Secured Obligations, as set forth in
Section 2.12(h) of the Credit Agreement, and only after such application and after the
payment by the Collateral Agent of any other amount required by any Requirement of Law, need the
Collateral Agent account for the surplus, if any, to any Grantor.



20









 





          
(e) Sales on Credit. If the Collateral Agent sells any of the Collateral upon credit,
the applicable Grantor will be credited only with payments actually made by the purchaser and
received by the Collateral Agent and applied to indebtedness of the purchaser. In the event the
purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the
Grantor shall be credited with proceeds of the sale.



          
(f) Direct Obligation. Neither the Collateral Agent nor any other Secured Party shall
be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor,
any other Credit Party or any other Person with respect to the payment of the Obligations or to
pursue or exhaust any right or remedy with respect to any Collateral therefor. All of the rights
and remedies of the Collateral Agent and any other Secured Party under any Credit Document shall be
cumulative, may be exercised individually or concurrently and not exclusive of any other rights or
remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor
absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not
to assert against the Collateral Agent or any Lender, any valuation, stay, appraisement, extension,
redemption or similar laws and any and all rights or defenses it may have as a surety, now or
hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of
a proposed sale or other disposition of any Collateral shall be required by law, such notice shall
be deemed reasonable and proper if given at least 10 days before such sale or other disposition.



          
(g) Commercially Reasonable. To the extent that applicable Requirements of Law impose
duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each
Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent
to do any of the following in connection with the exercise of such remedies:




     (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed
as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to
complete raw material or work in process into finished goods or other finished products for
disposition;




     (ii) fail to obtain Governmental Authorizations, or other consents, for access to any
Collateral to Sell or for the collection or Sale of any Collateral, or, if not required by
other Requirements of Law, fail to obtain Governmental Authorizations or other consents for
the collection or disposition of any Collateral;




     (iii) fail to exercise remedies against account debtors or other Persons obligated on
any Collateral or to remove Liens on any Collateral or to remove any adverse claims against
any Collateral;




     (iv) advertise dispositions of any Collateral through publications or media of general
circulation, whether or not such Collateral is of a specialized nature or to contact other
Persons, whether or not in the same business as any Grantor, for expressions of interest in
acquiring any such Collateral;




     (v) exercise collection remedies against account debtors and other Persons obligated
on any Collateral, directly or through the use of collection agencies or other collection
specialists, hire one or more professional auctioneers to assist in the disposition of any
Collateral, whether or not such Collateral is of a specialized nature or, to the extent
deemed appropriate by the Collateral Agent, obtain the services of other brokers,



21









 







investment bankers, consultants and other professionals to assist the Collateral Agent
in the collection or disposition of any Collateral, or utilize Internet sites that provide
for the auction of assets of the types included in the Collateral or that have the
reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of
any Collateral;




     (vi) dispose of assets in wholesale rather than retail markets;




     (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment;
or




     (viii) purchase insurance or credit enhancements to insure the Collateral Agent
against risks of loss, collection or disposition of any Collateral or to provide to the
Collateral Agent a guaranteed return from the collection or disposition of any Collateral.


Each Grantor acknowledges that the purpose of this Section 5.1 is to provide a
non-exhaustive list of actions or omissions that are commercially reasonable when exercising
remedies against any Collateral and that other actions or omissions by the Secured Parties shall
not be deemed commercially unreasonable solely on account of not being indicated in this
Section 5.1. Without limitation upon the foregoing, nothing contained in this Section
5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the
Collateral Agent that would not have been granted or imposed by this Agreement or by applicable
Requirements of Law in the absence of this Section 5.1.




          
(h) IP Licenses. For the purpose of enabling the Collateral Agent to exercise rights
and remedies under this Section 5.1 (including in order to take possession of, collect,
receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase
any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the
Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment
of royalty or other compensation to such Grantor), including in such license the right to
sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such
Grantor and access to all media in which any of the licensed items may be recorded or stored and to
all Software and programs used for the compilation or printout thereof, in each case to the extent
of such Grantor’s rights therein and to the extent permitted by applicable licenses or other
agreements related thereto, and (ii) an irrevocable license (without payment of rent or other
compensation to such Grantor) to use, operate and occupy all real property owned, operated, leased,
subleased or otherwise occupied by such Grantor. With respect to Trademarks licensed under this
Section 5.1, the applicable Grantor shall have such rights of quality control and
inspection which are reasonably necessary by applicable law to maintain the validity and
enforceability of such Trademarks.



          
(i) Quiet Enjoyment. The Collateral Agent hereby covenants and agrees that, with
respect to any lease or sublease constituting Collateral, so long as no event of default has
occurred and is continuing under the applicable lease or sublease, it shall not take or cause to be
taken any action contrary to any permitted lessee’s or any permitted sublessee’s right to quiet
enjoyment of, and the continuing possession, use and operation of, the relevant asset during the
term of such lease or sublease in accordance with the terms of such lease or sublease.



22









 





     Section 5.2 Accounts and Payments in Respect of General Intangibles. (a) In
addition to, and not in substitution for, any similar requirement in the Credit Agreement, if
required by the Collateral Agent or the Requisite Lenders at any time during the continuance of an
Event of Default, any payment of accounts constituting Collateral or payment in respect of general
intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2)
Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor
to the Collateral Agent, in a Blocked Account, subject to withdrawal by the Collateral Agent as
provided in Section 5.4. Until so turned over, such payment shall be held by such Grantor
in trust for the Collateral Agent, segregated from other funds of such Grantor. Each such deposit
of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a
report identifying in reasonable detail the nature and source of the payments included in the
deposit.



          
(b) At any time:




     (i) during the continuance of an Event of Default, each Grantor shall, upon the
Collateral Agent’s or the Requisite Lenders’ request, deliver to the Collateral Agent all
original and other documents evidencing, and relating to, the Contractual Obligations and
transactions that gave rise to any account or any payment in respect of general
intangibles, including all original orders, invoices and shipping receipts and notify
account debtors that the accounts or general intangibles have been collaterally assigned to
the Collateral Agent and that payments in respect thereof shall be made directly to the
Collateral Agent;




     (ii) during the continuance of an Event of Default, the Collateral Agent or the
Requisite Lenders may, without notice, limit or terminate the authority of a Grantor to
collect its accounts or amounts due under general intangibles or any thereof and, in its
own name or in the name of others, and enforce such Grantor’s rights against such account
debtors and obligors of general intangibles;




     (iii) communicate with account debtors to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any account or amounts due under any
general intangible; and




     (iv) during the continuance of an Event of Default, each Grantor shall take all
actions, deliver all documents and provide all information necessary or reasonably
requested by the Collateral Agent or the Requisite Lenders to ensure any Internet Domain
Name is registered.



          
(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each account and each payment in respect of general intangibles to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or
liability under any agreement giving rise to an account or a payment in respect of a general
intangible by reason of or arising out of any Credit Document or the receipt by any Secured Party
of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform
any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a
payment in respect of a general intangible, to make any payment, to make any inquiry as to the
nature or the sufficiency of any payment received by it or as to the sufficiency of any performance
by any party thereunder, to present or file any claim, to take any action to



23









 







enforce any performance or to collect the payment of any amounts that may have been assigned
to it or to which it may be entitled at any time or times.



     Section 5.3 Pledged Collateral. (a) Voting Rights. During the
continuance of an Event of Default, upon written notice by the Collateral Agent to the relevant
Grantor or Grantors, the Collateral Agent or its nominee may exercise (A) any voting, consent,
corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders,
partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or
otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege
or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including
the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation,
consolidation, reorganization, recapitalization or other fundamental change in the corporate or
equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged
Collateral with any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Collateral Agent may determine), all without liability except
to account for property actually received by it; provided, however, that the
Collateral Agent shall have no duty to any Grantor or any Secured Party (absent written direction
from the Requisite Lenders to the extent set forth in the Credit Agreement) to exercise any such
right, privilege or option and shall not be responsible for any failure to do so or delay in so
doing.



          
(b) Cash Distributions. During the continuance of an Event of Default, upon notice
by the Collateral Agent or the Requisite Lenders to the relevant Grantor or Grantors, the
Collateral Agent shall have the right to receive all cash dividends and other payments paid in
respect of the Pledged Stock and all payments made in respect of the Pledged Debt Instruments and
make application thereof to the Secured Obligations in the order set forth in the Credit Agreement.



          
(c) Proxies. In order to permit the Collateral Agent to exercise the voting and other
consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends
and other distributions that it may be entitled to receive hereunder, (i) during the continuance of
an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and
delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments
as the Collateral Agent or the Requisite Lenders may from time to time reasonably request and (ii)
without limiting the effect of clause (i) above, such Grantor hereby grants to the
Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to
exercise all other rights, powers, privileges and remedies to which a holder of the Pledged
Collateral would be entitled (including giving or withholding written consents of shareholders,
partners or members, as the case may be, calling special meetings of shareholders, partners or
members, as the case may be, and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of any Pledged
Collateral on the record books of the issuer thereof) by any other person (including the issuer of
such Pledged Collateral or any officer or agent thereof) only during the continuance of an Event of
Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.



          
(d) Authorization of Issuers. Each Grantor hereby expressly irrevocably authorizes
and instructs, without any further instructions from such Grantor, each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from
the Collateral Agent in writing that states that an Event of Default is continuing and is otherwise
in accordance with the terms of this Agreement and each Grantor agrees that such



24









 







issuer shall be fully protected from Liabilities to such Grantor in so complying and
(ii) unless otherwise expressly permitted hereby, pay any dividend or make any other payment with
respect to the Pledged Collateral directly to the Collateral Agent.



     Section 5.4 Proceeds to be Turned over to and Held by Collateral Agent. Upon
the acceleration of the Secured Obligations pursuant to Section 8.1 of the Credit Agreement
and unless otherwise expressly provided in the Credit Agreement or this Agreement, all proceeds of
any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such
Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other
funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the
Collateral Agent in the exact form received (with any necessary endorsement). All such proceeds of
Collateral and any other proceeds of any Collateral received by the Collateral Agent in cash or
Cash Equivalents shall be held by the Collateral Agent in a Blocked Account. All proceeds being
held by the Collateral Agent in a Blocked Account (or by such Grantor in trust for the Collateral
Agent) shall continue to be held as collateral security for the Secured Obligations and shall not
constitute payment thereof until applied as provided in the Credit Agreement.



     Section 5.5 Registration Rights. (a) If the Collateral Agent shall determine
to exercise its rights to Sell any portion of the Pledged Collateral by registering such Pledged
Collateral under the provisions of the Securities Act, each relevant Grantor shall cause the issuer
thereof to do or cause to be done all acts as may be necessary or, in the opinion of the Collateral
Agent, advisable to register such Pledged Collateral or that portion thereof to be Sold under the
provisions of the Securities Act, all as directed by the Collateral Agent in conformity with the
requirements of the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto and in compliance with the securities or “Blue Sky” laws of
any jurisdiction that the Collateral Agent shall designate.



          
(b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of
any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and
applicable state or foreign securities laws or otherwise or may determine that a public sale is
impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or
more private sales thereof to a restricted group of purchasers that shall be obliged to agree,
among other things, to acquire such securities for their own account for investment and not with a
view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such
private sale may result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to
have been made in a commercially reasonable manner. The Collateral Agent shall be under no
obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the
issuer thereof to register such securities for public sale under the Securities Act or under
applicable state securities laws even if such issuer would agree to do so.



          
(c) Each Grantor agrees to use its reasonable best efforts to do or cause to be done all such
other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral
pursuant to this Section 5.5 valid and binding and in compliance with all applicable
Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this
Section 5.5 will cause irreparable injury to the Collateral Agent and the other Secured
Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
Section 5.5 shall be specifically enforceable against such Grantor, and such Grantor hereby



25









 







waives and agrees not to assert any defense against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred under the Credit Agreement.



     Section 5.6 Deficiency. Each Grantor shall remain liable for any deficiency
if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the
Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent
or any other Secured Party to collect such deficiency.



ARTICLE 6




THE COLLATERAL AGENT




     Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact. (a) Each
Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any Related Person
thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor or in its own name, for the purpose of carrying out the terms of the Credit Documents, to
take any appropriate action and to execute any document or instrument that may be necessary or
desirable to accomplish the purposes of the Credit Documents, and, without limiting the generality
of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power
and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the
following when an Event of Default shall be continuing:




     (i) in the name of such Grantor, in its own name or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for the payment
of moneys due under any account or general intangible or with respect to any other
Collateral and file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Collateral Agent for the purpose of
collecting any such moneys due under any account or general intangible or with respect to
any other Collateral whenever payable;




     (ii) in the case of any Intellectual Property owned by or licensed to the Grantors,
execute, deliver and have recorded any document that the Collateral Agent may request to
evidence, effect, publicize or record the Collateral Agent’s security interest in such
Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against any
Collateral, effect any repair or obtain, adjust and pay any insurance called for by the
terms of the Credit Agreement (including all or any part of the premiums therefor and the
costs thereof);




     (iv) execute, in connection with any sale provided for in Section 5.1 or
Section 5.5, any document to effect or otherwise necessary or appropriate in
relation to evidence the Sale of any Collateral; or




     (v) (A) direct any party liable for any payment under any Collateral to make payment
of any moneys due or to become due thereunder directly to the Collateral Agent or as the
Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of
and receipt for, any moneys, claims and other amounts due or to become due



26









 







at any time in respect of or arising out of any Collateral, (C) sign and indorse any
invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft
against debtors, assignment, verification, notice and other document in connection with any
Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity
in any court of competent jurisdiction to collect any Collateral and to enforce any other
right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits,
claims, demands, orders or disputes brought against such Grantor with respect to any
Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits,
claims, demands, orders or disputes and, in connection therewith, give such discharges or
releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property
owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall in its sole discretion
determine, including the execution and filing of any document necessary to effectuate or
record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual
Obligation with respect to and otherwise deal with, any Collateral as fully and completely
as though the Collateral Agent were the absolute owner thereof for all purposes and do, at
the Collateral Agent’s option, at any time or from time to time, all acts and things that
the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral
and the Secured Parties’ security interests therein and to effect the intent of the Credit
Documents, all as fully and effectively as such Grantor might do.



          
Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent
agrees that it will not exercise any rights under the power of attorney provided for in this
Section 6.1(a) unless an Event of Default shall have occurred and be continuing.



          
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained
herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or
comply, or otherwise cause performance or compliance, with such Contractual Obligation.



          
(c) The out-of-pocket expenses of the Collateral Agent incurred in connection with actions
undertaken as provided in this Section 6.1, together with interest thereon at a rate set
forth in Section 2.5 and Section 2.7 of the Credit Agreement, from the date of
payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by
such Grantor to the Collateral Agent on demand, to the extent provided in Section 10.2 of
the Credit Agreement.



          
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue of this Section 6.1. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and
the security interests created hereby are released.



     Section 6.2 Authorization to File Financing Statements. Each Grantor
authorizes the Collateral Agent and its Related Persons, at any time and from time to time, to file
or record financing statements, amendments thereto, and other filing or recording documents or
instruments with respect to any Collateral in such form and in such offices as the Collateral Agent
reasonably determines appropriate to perfect the security interests of the Collateral Agent under
this Agreement to the extent contemplated by this Agreement, and such financing statements and
amendments may describe the Collateral covered thereby as “all assets of the debtor, now owned or
hereafter acquired”. Such Grantor also hereby ratifies its authorization for the Collateral Agent



27









 







to have filed any initial financing statement or amendment thereto under the UCC (or other
similar laws) in effect in any jurisdiction if filed prior to the Closing Date.



     Section 6.3 Authority of Collateral Agent. Each Grantor acknowledges that the
rights and responsibilities of the Collateral Agent under this Agreement with respect to any action
taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any
option, voting right, request, judgment or other right or remedy provided for herein or resulting
or arising out of this Agreement shall, as between the Collateral Agent and the other Secured
Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as
may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the
Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with
full and valid authority so to act or refrain from acting, and no Grantor shall be under any
obligation or entitlement to make any inquiry respecting such authority.



     Section 6.4 Duty; Obligations and Liabilities. (a) Duty of Collateral
Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. The powers conferred on the
Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral
and shall not impose any duty upon the Collateral Agent to exercise any such powers. The
Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise
of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor
for any act or failure to act hereunder, except for their own gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction. In addition, neither the
Collateral Agent nor any of its Related Persons shall be liable or responsible to any Grantor for
any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the
act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such
Person has been selected by the Collateral Agent in good faith.



          
(b) Obligations and Liabilities with respect to Collateral. No Secured Party and no
Related Person thereof shall be liable for failure to demand, collect or realize upon any
Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or any other Person or to take any other
action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent
hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The
other Secured Parties shall be accountable only for amounts that they actually receive as a result
of the exercise of such powers, and neither they nor any of their respective officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.



ARTICLE 7




MISCELLANEOUS




     Section 7.1 Delivery of Schedules. Notwithstanding any other provision of
this agreement, and without in any way impairing the immediate grant of the Liens provided for
herein, the parties hereto acknowledge and agree that the Grantors may and shall deliver
Schedules 1, 5B, 6, and 7 within 10 Business Days after the Closing
Date and shall be deemed to




28











 




make the applicable representations and warranties hereunder with respect to such schedules as
of the date of such delivery.




     Section 7.2 Reinstatement. Each Grantor agrees that, if any payment made by
any Credit Party or other Person and applied to the Secured Obligations is at any time annulled,
avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by
any Secured Party to such Credit Party, its estate, trustee, receiver or any other party, including
any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then,
to the extent of such payment or repayment, any Lien or other Collateral securing such liability
shall be and remain in full force and effect, as fully as if such payment had never been made. If,
prior to any of the foregoing, any Lien or other Collateral securing such Grantor’s liability
hereunder shall have been released or terminated by virtue of the foregoing, such Lien, other
Collateral or provision shall be reinstated in full force and effect and such prior release,
termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise
affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such
obligation or the amount of such payment.



     Section 7.3 Release of Collateral(a) . Liens on any Collateral granted
hereunder shall be released or subordinated in accordance with the terms and provisions of Section
10.20 of the Credit Agreement.



     Section 7.4 Independent Obligations. The obligations of each Grantor
hereunder are independent of and separate from the Secured Obligations and the Guaranteed
Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any
Event of Default, the Collateral Agent may, at its sole election, proceed directly and at once,
without notice, against any Grantor and any Collateral to collect and recover the full amount of
any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any
other Grantor, any other Credit Party or any other Collateral and without first joining any other
Grantor or any other Credit Party in any proceeding.



     Section 7.5 Independent Effect. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default
if such action is taken or condition exists.



     Section 7.6 No Waiver by Course of Conduct. No Secured Party shall by any act
(except by a written instrument pursuant to Section 7.7), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of
any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by any
Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy that such Secured Party would otherwise have on any future occasion.



     Section 7.7 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in accordance with
Section 10.5 of the Credit Agreement; provided, however, that annexes to
this Agreement



29









 







may be supplemented (but no existing provisions may be modified and no Collateral may be
released) through Pledge Amendments and Joinder Agreements, in substantially the form of
Annex 1 and Annex 2, respectively, in each case duly executed by the Collateral
Agent and each Grantor directly affected thereby.



     Section 7.8 Additional Grantors; Additional Pledged Collateral. (a)
Joinder Agreements. If, at the option of the Company or as required pursuant to
Section 5.10 of the Credit Agreement, the Company shall cause any subsidiary of Company
that is not a Grantor to become a Grantor hereunder, such subsidiary shall execute and deliver to
the Collateral Agent a Joinder Agreement substantially in the form of Annex 2 and shall
thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as
a Grantor party hereto on the Closing Date. Each Grantor expressly agrees that its obligations
arising hereunder shall not be affected or diminished by the addition or release of any other
Grantor hereunder, nor by any election of the Collateral Agent not to cause any subsidiary of
Company to become a Grantor hereunder. This Agreement shall be fully effective as to any Grantor
that is or becomes a party hereto regardless of whether any other Person becomes or fails to become
or ceases to be a Grantor hereunder.



          
(b) Pledge Amendments. To the extent any Pledged Collateral has not been delivered as
of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in
substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. Notwithstanding
the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall
attach to all Pledged Collateral immediately upon any Grantor’s acquisition of rights therein and
shall not be affected by the failure of any Grantor to deliver a Pledge Amendment as required
hereby.



     Section 7.9 Notices. All notices, requests and demands to or upon the
Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in
Section 10.1 of the Credit Agreement; provided, however, that any such
notice, request or demand to or upon any Grantor shall be addressed to the Borrowers’ notice
address set forth in such Section 10.1 of the Credit Agreement.



     Section 7.10 Successors and Assigns. This Agreement shall be binding upon the
permitted successors and assigns of each Grantor and shall inure to the benefit of each Secured
Party and their permitted successors and assigns; provided, however, that, except
pursuant to a merger or consolidation permitted by the Credit Agreement, no Grantor may assign,
transfer or delegate any of its rights or obligations under this Agreement without the prior
written consent of the Collateral Agent.



     Section 7.11 Entire Agreement. This Agreement and the other Credit Documents
embody the entire agreement and understanding between the Grantors and the Collateral Agent and
supersede all prior agreements and understandings between such parties relating to the subject
matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten
oral agreements between the parties.



     Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the



30









 







same agreement. Signature pages may be detached from multiple separate counterparts and
attached to a single counterpart. Delivery of an executed signature page of this Agreement by
facsimile transmission or by Electronic Transmission shall be as effective as delivery of a
manually executed counterpart hereof.



     Section 7.13 Severability. Any provision of this Agreement being held
illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision
not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of
such provision in any other jurisdiction.



     Section 7.14 Governing Law. This Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.



     Section 7.15 Jurisdiction. (a) Submission to Jurisdiction. Any
legal action or proceeding with respect to this Agreement may be brought in the courts of the State
of New York located in the City of New York, Borough of Manhattan, or of the United States of
America for the Southern District of New York and, by execution and delivery of this Agreement,
each of the Grantors hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably
waive any objection, including any objection to the laying of venue or based on the grounds of
forum non conveniens, that any of them may now or hereafter have to the bringing of any such action
or proceeding in such jurisdictions.



          
(b) Service of Process. Each of the parties hereto hereby irrevocably waives personal
service of any and all legal process, summons, notices and other documents and other service of
process of any kind and consents to such service in any suit, action or proceeding brought in the
United States of America with respect to or otherwise arising out of or in connection with this
Agreement by any means permitted by applicable Requirements of Law, including by the mailing
thereof (by registered or certified mail, postage prepaid) to the address of such party specified
in Section 7.9 (and shall be effective when such mailing shall be effective, as provided
therein). Each party hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.



          
(c) Non-Exclusive Jurisdiction. Nothing contained in this Section 7.15 shall
affect the right of the Collateral Agent or any Lender to serve process in any other manner
permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed
against any Grantor in any other jurisdiction.



     Section 7.16 Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN



31









 







INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7.16.



     Section 7.17 Aircraft Collateral(a) . Notwithstanding anything in
this Agreement to the contrary, if any airframe or aircraft engine subject to the Lien created
under this Agreement becomes subject to an aircraft mortgage in favor of the Collateral Agent in
form and substance reasonably satisfactory to the Collateral Agent, then such airframe and/or
engine shall no longer be subject to this Agreement other than Article 2 and the Collateral
Agent’s rights and remedies and the applicable Grantor’s obligations with respect thereto shall be
governed by such aircraft mortgage.



     Section 7.18 Amendment and Restatement. The obligations evidenced
by this Agreement and all instruments, agreements, and documents executed in connection herewith
constitute an amendment, renewal, and restatement of all obligations of the Grantors evidenced by
the Original Collateral Agreement (as amended and restated as the Amended and Restated Collateral
Agreement). All documents, agreements, waivers or other instrument executed in connection
therewith and the Original Credit Agreement (as amended and restated as the Amended and Restated
Credit Agreement) (collectively the “Existing Credit Documents”) shall remain in full force and
effect except to extent modified in accordance with their respective terms. It is expressly
understood and agreed by the parties hereto that this Agreement is in no way intended to constitute
a novation of the obligations and liabilities existing under the Original Credit Agreement (as
amended and restated as the Amended and Restated Credit Agreement) or Original Collateral Agreement
(as amended and restated as the Amended and Restated Collateral Agreement) or evidence payment in
full of all or any of such obligations and liabilities. All references to the Collateral Agreement
in the Credit Documents shall be deemed to refer to this Agreement. Nothing contained in this
Agreement or any other document or instrument executed contemporaneously herewith shall be deemed
to satisfy or discharge the Indebtedness evidenced by the Original Collateral Agreement(as amended
and restated as the Amended and Restated Collateral Agreement), the Original Credit Agreement (as
amended and restated as the Amended and Restated Credit Agreement) or the Existing Credit Documents
(this being an amendment and restatement only).



     Section 7.19 Credit Agreement. Except for Articles I and II hereof, in the
event of any conflict between the terms and provisions of this Agreement and the terms and
provisions of the Credit Agreement, the terms of the Credit Agreement shall govern.



[SIGNATURE PAGES FOLLOW]




32









 





          
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered as of the date first above written.



Grantors:




BAFFIN SHIPPING CO., INC.

C.I.T. LEASING CORPORATION

CAPITA COLOMBIA HOLDINGS CORP.

CAPITA CORPORATION

CAPITA INTERNATIONAL L.L.C.

CAPITA PREMIUM CORPORATION

CIT CAPITAL USA INC.

CIT CHINA 12, INC.

CIT CHINA 13, INC.

CIT CHINA 2, INC.

CIT CHINA 3, INC.

CIT COMMUNICATIONS FINANCE CORPORATION

CIT CREDIT FINANCE CORP.

CIT CREDIT GROUP USA INC.

CIT FINANCIAL LTD. OF PUERTO RICO

CIT FINANCIAL USA, INC.

CIT GROUP (NJ) LLC

CIT GROUP SF HOLDING CO., INC.

CIT HEALTHCARE LLC

CIT LENDING SERVICES CORPORATION

CIT LENDING SERVICES CORPORATION (ILLINOIS)

CIT LOAN CORPORATION (F/K/A THE CIT GROUP/CONSUMER FINANCE, INC.)

CIT REALTY LLC

CIT TECHNOLOGIES CORPORATION

CIT TECHNOLOGY FINANCING SERVICES, INC.

EDUCATION LOAN SERVICING CORPORATION

GFSC AIRCRAFT ACQUISITION FINANCING CORPORATION

HUDSON SHIPPING CO., INC.

OWNER-OPERATOR FINANCE COMPANY

STUDENT LOAN XPRESS, INC.

THE CIT GROUP/BC SECURITIES INVESTMENT, INC.




[Signature page to Second Amended and Restated Collateral Agreement]




 









 





THE CIT GROUP/BUSINESS CREDIT, INC.

THE CIT GROUP/CAPITAL FINANCE, INC.

THE CIT GROUP/CAPITAL TRANSPORTATION, INC.

THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC.

THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)

THE CIT GROUP/CORPORATE AVIATION, INC.

THE CIT GROUP/EQUIPMENT FINANCING, INC.

THE CIT GROUP/EQUITY INVESTMENTS, INC.

THE CIT GROUP/FACTORING ONE, INC.

THE CIT GROUP/FM SECURITIES INVESTMENT, INC.

THE CIT GROUP/LSC SECURITIES INVESTMENT, INC.

THE CIT GROUP/SECURITIES INVESTMENT, INC.

THE CIT GROUP/VENTURE CAPITAL, INC.

WESTERN STAR FINANCE, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature page to Second Amended and Restated Collateral Agreement]





 









 





	 	 	 	 	 
	 	

THE CIT GROUP/CONSUMER FINANCE, INC. (NY)

THE CIT GROUP/CONSUMER FINANCE, INC. (TN)

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	FRANCHISE PORTFOLIO 1, INC.

FRANCHISE PORTFOLIO 2, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Executive Vice President 	 
	 



	 	 	 	 	 
	 	CIT REAL ESTATE HOLDING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature page to Second Amended and Restated Collateral Agreement]





 









 





	 	 	 	 	 
	 	EQUIPMENT ACCEPTANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	NAMEKEEPERS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature page to Second Amended and Restated Collateral Agreement]





 









 





	 	 	 	 	 
	 	

Foreign Grantors:



CIT HOLDINGS CANADA ULC

 	 
	 	By:  	 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature page to Second Amended and Restated Collateral Agreement]





 









 





	 	 	 	 	 	 	 
	 	 	CIT FINANCIAL (BARBADOS) SRL	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature page to Second Amended and Restated Collateral Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	CIT GROUP HOLDINGS (UK) LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature page to Second Amended and Restated Collateral Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	CIT HOLDINGS NO. 2 (IRELAND)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature page to Second Amended and Restated Collateral Agreement]




 









 





ACCEPTED AND AGREED

as of the date first above written:




BANK OF AMERICA, N.A.

    as Collateral Agent




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






[Signature page to Second Amended and Restated Collateral Agreement]





 











 





ANNEX 1

TO

COLLATERAL AGREEMENT




FORM OF PLEDGE AMENDMENT




          This PLEDGE AMENDMENT, dated as of                      ___, 20___, is delivered pursuant to Section
7.8 of the Second Amended and Restated Collateral Agreement, dated as of October 28, 2009, by
the subsidiaries of CIT Group Inc. party thereto (each, a “Grantor” and collectively, the
“Grantors”), in favor of Bank of America, N.A. (“Bank of America”), as collateral
agent for the Secured Parties referred to therein (the “Collateral Agreement”).
Capitalized terms used herein without definition are used as defined in the Collateral Agreement.




          The undersigned hereby agrees that this Pledge Amendment may be attached to the Collateral
Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment
shall be and become part of the Collateral referred to in the Collateral Agreement and shall secure
all Obligations of the undersigned.




          The undersigned hereby represents and warrants that each of the representations and warranties
contained in Sections 3.1, 3.2 and 3.4 of the Collateral Agreement is true
and correct in all material respects and as of the date hereof as if made on and as of such date.




	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	To be used for pledge of Additional Pledged Collateral by existing Grantor.




A1-1









 










Annex 1-A




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	NUMBER OF
	 	 	 	 	 	 	 	 	SHARES,
	 	 	 	 	 	 	 	 	UNITS OR
	ISSUER	 	CLASS	 	CERTIFICATE NO(S).	 	PAR VALUE	 	INTERESTS
	 
	 	 	 	 	 	 	 	 





PLEDGED INTERCOMPANY DEBT INSTRUMENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PRINCIPAL
	ISSUER	 	DESCRIPTION OF DEBT	 	CERTIFICATE NO(S).	 	FINAL MATURITY	 	AMOUNT
	 
	 	 	 	 	 	 	 	 





A1-2









 





	 	 	 	 	 
	ACKNOWLEDGED AND AGREED

as of the date first above written:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,

     as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A1-3









 





ANNEX 2

TO

COLLATERAL AGREEMENT




FORM OF JOINDER AGREEMENT




          This JOINDER AGREEMENT, dated as of                      ___, 20___, is delivered pursuant to Section
7.8 of the Second Amended and Restated Collateral Agreement, dated as of October 28, 2009, by
the subsidiaries of CIT Group Inc. party thereto (each, a “Grantor” and collectively, the
“Grantors”), in favor of Bank of America, N.A. (“Bank of America”), as collateral
agent for the Secured Parties referred to therein (the “Collateral Agreement”).
Capitalized terms used herein without definition are used as defined in the Collateral Agreement.




          By executing and delivering this Joinder Agreement, the undersigned, as provided in
Section 7.8 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement
as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein
and, without limiting the generality of the foregoing, as collateral security for the prompt and
complete payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and
hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the
Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of
its right, title and interest in, to and under the Collateral of the undersigned to secure the
Secured Obligations and expressly assumes all obligations and liabilities of a Grantor thereunder.
The undersigned hereby agrees to be bound as a Grantor for the purposes of the Collateral
Agreement.




          The information set forth in Annex 1-A is hereby added to the information set forth in
Schedules 1 through 7 to the Collateral Agreement. By acknowledging and agreeing
to this Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may be
attached to the Collateral Agreement and that the Pledged Collateral listed on Annex 1-A to
this Joinder Amendment shall be and become part of the Collateral referred to in the Collateral
Agreement and shall secure all Secured Obligations of the undersigned.




          The undersigned hereby represents and warrants that each of the representations and warranties
contained in Article 3 of the Collateral Agreement applicable to it is true and correct in
all material respects with respect to it on and as the date hereof as if made on and as of such
date.




          IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.




	 	 	 	 	 
	 	[ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A2-1









 






	 	 	 	 	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED

as of the date first above written:	 	 
	 
	 	 	 	 
	[EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.

     as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A2-2









 





ANNEX 3




FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT




          THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT (this
“[Copyright][Patent][Trademark] Security Agreement”), dated as of                      ___, 20___, is
made by each of the entities listed on the signature pages hereof (each a “Grantor” and,
collectively, the “Grantors”), in favor of Bank of America, N.A. (“Bank of
America”), as collateral agent (in such capacity, together with its successors and permitted
assigns, the “Collateral Agent”) for the Lenders (as defined in the Credit Agreement
referred to below).




W I T N E S S E T H:




          WHEREAS, pursuant to the Second Amended and Restated Credit and Guaranty Agreement, dated as
of October 28, 2009 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among CIT Group Inc., as borrower, the Subsidiary
Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the
Lenders from time to time party thereto and Bank of America, as administrative agent and collateral
agent for the Lenders, the Lenders have severally agreed to make extensions of credit to the
Borrowers upon the terms and subject to the conditions set forth therein;




          WHEREAS, all of the Grantors are party to the Second Amended and Restated Collateral
Agreement, dated as of October 28, 2009 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Collateral Agreement”), among the Grantors,
certain other subsidiaries of CIT Group Inc. party thereto and the Collateral Agent for the Lenders
and each Secured Party, pursuant to which the Grantors are required to execute and deliver this
[Copyright] [Patent] [Trademark] Security Agreement;




          NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Collateral
Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with
the Collateral Agent as follows:




     Section 1. Defined Terms. Capitalized terms used herein without definition
are used as defined in the Collateral Agreement.



     Section 2. Grant of Security Interest in [Copyright] [Trademark] [Patent]
Collateral. Each Grantor, as collateral security for the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration, or otherwise) of the Obligations
of the Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to
the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for
the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and
interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent]
[Trademark] Collateral”):



          (a) [all United States and foreign copyrights, including copyrights in software and databases,
and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered
or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and
applications therefor including the registrations and applications referred to in Schedule
1 hereto, (ii) all extensions and renewals thereof (iii) all rights corresponding thereto
throughout the world, and (iv) all




A3-1









 







proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and
proceeds of suit.]




or




          (a) [all United States and foreign patents and certificates of invention, or similar
industrial property rights, and applications for any of the foregoing, including: (i) each patent
and patent application referred to in Schedule 1 hereto, (ii) all reissues, divisions,
continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all
rights corresponding thereto throughout the world and (iv) all proceeds of the foregoing, including
licenses, royalties, income, payments, claims, damages, and proceeds of suit.]




or




          (a) [all United States, and foreign trademarks, trade names, corporate names, company names,
business names, fictitious business names, Internet Domain Names, service marks, certification
marks, collective marks, logos, other source or business identifiers, all registrations and
applications for any of the foregoing including: (i) the registrations and applications referred to
in Schedule 1 hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of
the goodwill of the business connected with the use of and symbolized by the foregoing, and (iv)
all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages,
and proceeds of suit; provided, that notwithstanding the foregoing, the security interest created
by this Trademark Security Agreement shall not extend to any trademark applications filed in the
United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such
trademark to the extent that the creation of a Lien hereunder on any such asset would render such
asset void, terminated, unenforceable or invalid.]




     Section 3. Security Agreement. The security interest granted pursuant to this
[Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security
interest granted to the Collateral Agent pursuant to the Collateral Agreement and each Grantor
hereby acknowledges and agrees that the rights and remedies of the Collateral Agent with respect to
the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby
are more fully set forth in the Collateral Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event of a conflict between
this [Copyright][Patent][Trademark] Security Agreement and the Collateral Agreement, the provisions
of the Collateral Agreement shall govern.



     Section 4. Counterparts. This [Copyright] [Patent] [Trademark] Security
Agreement may be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart. Delivery of an executed
signature page of this [Copyright] [Patent] [Trademark] Security Agreement by facsimile
transmission or by electronic transmission shall be as effective as delivery of a manually executed
counterpart thereof.



     Section 5. Termination. This [Copyright] [Patent] [Trademark] Security
Agreement shall terminate upon the termination of the Collateral Agreement.



     Section 6. Governing Law. This [Copyright] [Patent] [Trademark] Security
Agreement and the rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.



A3-2









 






			
	     Section 7.	 	The Collateral Agent’s address is:


Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, California 94103

Attention: Charles Graber

Tel: 415-436-3495

Fax: 415-503-5006

Email: charles.graber@bankofamerica.com





          IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set
forth above.




	 	 	 	 	 
	 	Very truly yours,



[GRANTOR]

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACCEPTED AND AGREED

as of the date first above written:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.

      as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A3-3









 





ANNEX 4




Collateral Release Certificate




[                                        ], 20___




          This certificate is being delivered pursuant to Section 7.3 of the Second Amended and Restated
Collateral Agreement, dated October 28, 2009 (as amended, amended and restated, supplemented and
otherwise modified from time to time, the “Collateral Agreement”), among [Requesting Grantor] (the
“Company”) and certain other subsidiaries of CIT Group Inc. party thereto as Grantors and Bank of
America, N.A., as collateral agent (the “Collateral Agent”), and Section 10.20(k) of the Credit
Agreement referred to in the Collateral Agreement in connection with the release of Collateral
identified on Exhibit A hereto (“Subject Collateral”) subject to the Lien of the Collateral Agent
(the “Release”). Defined terms used herein and not defined herein shall have the meanings assigned
thereto in the Collateral Agreement.




          I [name], the duly elected [office] of the Company, hereby certify that:





	 	1.	 	Attached hereto, as Exhibit B, are copies of the most recent documents
pursuant to which the Company intends to [description of transaction]; and
	 
	 	2.	 	The Release is permitted under the terms of Section [ ] of the Credit
Agreement and Section 7.3 of the Collateral Agreement.
	 
	 	3.	 	No Event of Default has occurred and is continuing under the Credit
Agreement.
	 
	 	4.	 	[[For Releases in connection with (i) a disposition of Subject Collateral
pursuant to Section 6.8(c) or (g) of the Credit Agreement, (ii) a transfer of a
Platform pursuant to Section 6.22 of the Credit Agreement, (iii) an Aerospace Limited
Release, (iv) the unrestriction of a Subsidiary Borrower pursuant to Section 5.16 of
the Credit Agreement, (v) the unrestriction of a Restricted Subsidiary or (vi) the
granting of a Lien on such Subject Collateral pursuant to Section 6.2(cc) or (dd) of
the Credit Agreement:] After giving effect to the Release and the prepayment of Loans
required pursuant to Section 2.10(b) of the Credit Agreement in connection therewith,
if any, on a pro forma basis as if such transactions had occurred on the last day of
the most recent Fiscal Quarter, the Credit Parties are in compliance with Section 6.7
of the Credit Agreement as shown on the schedule attached hereto.]
	 
	 	5.	 	[The Company hereby requests that the Subject Collateral be delivered as
follows:]1
	 
	 	 	 	[Insert transfer instructions/account information, as applicable]







 




			
	1	 	Insert as applicable.




 









 









IN WITNESS WHEREOF, the Company, through the undersigned, has executed this Certificate as of the
day and year first written above.




	 	 	 	 	 
	 	[REQUESTING GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



[Schedule to Collateral Release Certificate]2



Pro Forma Collateral Coverage Fair Value Ratio (Fiscal Quarter ending mm/dd/yy (the
“Applicable Date”)): (i)/(ii) =




	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	The fair value3:	 	 
	 

	 	 	 	(A)
	 	on the Applicable Date of the Collateral (excluding Cash and
Cash Equivalents, except to the extent held in the Funding
Accounts) on which the Collateral Agent has a First Priority
perfected security interest to secure the Obligations; and
(without duplication)
	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(B)
	 	on the Applicable Date of the Collateral which is aircraft
described in clause (i)(B) of Section 6.7(a) of the Credit
Agreement and with respect to which a First Priority Cape Town
Filing is in full force and effect as of such date:
	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(C)
	 	of the Subject Collateral on the certificate date:
	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(D)
	 	of other Collateral released or disposed of after the
Applicable Date but prior to the certificate date in connection
with a (i) a disposition of Subject Collateral pursuant to Section
6.8(c) or (g) of the Credit Agreement, (ii) a transfer of a
Platform pursuant to Section 6.22 of the Credit Agreement, (iii)
an Aerospace Limited Release, (iv) the unrestriction of a
Subsidiary Borrower pursuant to Section 5.16 of the Credit
Agreement, (v) the unrestriction of a Restricted Subsidiary, or
(vi) the granting of a Lien on such Subject Collateral pursuant to
Section 6.2(cc) or (dd) of the Credit Agreement:
	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Total ((A) + (B) — (C) — (D))	 	$[___,___,___]
	 
	 	 	 	 	 	 	 	 
	 	 	(ii)	 	The sum of (x) the aggregate outstanding principal amount of Loans on the
date hereof less the aggregate principal amount of Loans to be prepaid in
connection with the release of the Subject Collateral requested hereunder and
(y) the principal amount of all Pari Passu	 	$[___,___,___]








 




			
	2	 	To be included if paragraph 4 of the Certificate is
included.
	 
	3	 	To be determined in the manner in which Company
determines “fair value” for footnotes in its annual audited financial
statements and quarterly financial statements, as applicable, in accordance
with GAAP. The value of equity in any subsidiary shall be determined based
upon capital account balances according to the Company’s general ledger,
multiplied by a percentage equal to the estimated fair value adjustment related
to the corresponding assets of such subsidiary (consistent with the type of
assets held within such subsidiary) in accordance with GAAP requirements as
disclosed in Company’s financial statements on a quarterly basis based on fair
value, and reflected at the appropriate percentages of such equity pledged to
secure the Obligations or other obligations.





 









 





          Lien Debt on the date hereof:




	 	 	 	 	 
	 

	 	Actual:
	 	.___:1.00
	 

	 	Required:
	 	2.50:1.00






 









 





ANNEX 5




Collateral Subordination Certificate




[                    ], 20___




          This certificate is being delivered pursuant to Section 7.3 of the Second Amended and Restated
Collateral Agreement, dated October 28, 2009 (the “Collateral Agreement”), among [Requesting
Grantor] (the “Company”) and certain other subsidiaries of CIT Group Inc. party thereto as Grantors
and Bank of America, N.A.. as collateral agent (the “Collateral Agent”) and Section 10.20(k) of the
Credit Agreement referred to in the Collateral Agreement in connection with the subordination of
Collateral identified on Exhibit A hereto (“Subject Collateral”) subject to the Lien of the
Collateral Agent (the “Subordination”). Defined terms used herein and not defined herein shall
have the meanings assigned thereto in the Collateral Agreement.




          I [name], the duly elected [office] of the Company, hereby certify that:





	 	1.	 	Attached hereto, as Exhibit B, are copies of the most recent documents pursuant to
which the Company intends to [description of transaction]; and
	 
	 	2.	 	The Subordination is permitted under the terms of Section [ ] of the Credit Agreement
and Section 7.3 of the Collateral Agreement.
	 
	 	3.	 	No Event of Default has occurred and is continuing under the Credit Agreement.




IN WITNESS WHEREOF, the Company, through the undersigned, has executed this Certificate as of the
day and year first written above.




	 	 	 	 	 
	 	[REQUESTING GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A5-1











 





SCHEDULE 1

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




COMMERCIAL TORT CLAIMS




None.




Sched. 1-1




 









 





SCHEDULE 2

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




FILINGS




	 	 	 	 	 
	 	 	 	 	Organization Number where
	Grantor	 	Jurisdiction of Filing	 	applicable
	Baffin Shipping Co., Inc.
	 	Delaware/Secretary of State	 	 
	C.I.T. Leasing Corporation
	 	Delaware/Secretary of State	 	 
	Capita Colombia Holdings Corp.
	 	Delaware/Secretary of State	 	 
	Capita Corporation
	 	Delaware/Secretary of State	 	 
	Capita International L.L.C.
	 	Delaware/Secretary of State	 	 
	Capita Premium Corporation
	 	Delaware/Secretary of State	 	 
	CIT Capital USA Inc.
	 	Delaware/Secretary of State	 	 
	CIT China 12, Inc.
	 	Delaware/Secretary of State	 	 
	CIT China 13, Inc.
	 	Delaware/Secretary of State	 	 
	CIT China 2, Inc.
	 	Delaware/Secretary of State	 	 
	CIT China 3, Inc.
	 	Delaware/Secretary of State	 	 
	CIT Communications Finance Corporation
	 	Delaware/Secretary of State	 	 
	CIT Credit Finance Corp.
	 	Delaware/Secretary of State	 	 
	CIT Credit Group USA Inc.
	 	Delaware/Secretary of State	 	 
	CIT Financial (Barbados) Srl
	 	District of Columbia Recorder of Deeds	 	 
	CIT Financial Ltd. of Puerto Rico
	 	Delaware/Secretary of State	 	 
	CIT Financial USA, Inc.
	 	Delaware/Secretary of State	 	 
	CIT Group (NJ) LLC
	 	Delaware/Secretary of State	 	 







Sched. 2-1









 






	 	 	 	 	 
	 	 	 	 	Organization Number where
	Grantor	 	Jurisdiction of Filing	 	applicable
	CIT Group Holdings (UK) Limited
	 	District of Columbia Recorder of Deeds	 	 
	CIT Group SF Holding Co., Inc.
	 	Delaware/Secretary of State	 	 
	CIT Healthcare LLC
	 	Delaware/Secretary of State	 	 
	CIT Holdings No. 2 (Ireland)
	 	District of Columbia Recorder of Deeds	 	 
	CIT Holdings Canada ULC
	 	District of Columbia Recorder of Deeds	 	 
	CIT Lending Services Corporation
	 	Delaware/Secretary of State	 	 
	CIT Lending
Services Corporation (Illinois)
	 	Delaware/Secretary of State	 	 
	CIT Loan Corporation
	 	Delaware/Secretary of State	 	 
	CIT Real Estate Holding Corporation
	 	Delaware/Secretary of State	 	 
	CIT Realty LLC
	 	Delaware/Secretary of State	 	 
	CIT Technologies Corporation
	 	Michigan/Secretary of State	 	404762
	CIT
Technology Financing Services, Inc.
	 	Massachusetts/Secretary of State	 	 
	Education Loan Servicing Corporation
	 	Delaware/Secretary of State	 	 
	Equipment Acceptance Corporation
	 	New York/Secretary of State	 	 
	Franchise Portfolio 1, Inc.
	 	Delaware/Secretary of State	 	 
	Franchise Portfolio 2, Inc.
	 	Delaware/Secretary of State	 	 
	GFSC
Aircraft Acquisition Financing Corporation
	 	Delaware/Secretary of State	 	 
	Hudson Shipping Co., Inc.
	 	Delaware/Secretary of State	 	 







Sched. 2-2









 






	 	 	 	 	 
	 	 	 	 	Organization Number where
	Grantor	 	Jurisdiction of Filing	 	applicable
	Namekeepers LLC
	 	Delaware/Secretary of State	 	 
	Owner-Operator Finance Company
	 	Delaware/Secretary of State	 	 
	Student Loan Xpress, Inc.
	 	Delaware/Secretary of State	 	 
	The CIT
Group/BC Securities  Investment, Inc.
	 	New Jersey/Secretary of State	 	0100710999
	The CIT Group/Business Credit, Inc.
	 	New York/Secretary of State	 	 
	The CIT Group/Capital Finance, Inc.
	 	Delaware/Secretary of State	 	0844467
	The CIT Group/Capital Transportation, Inc. 
	 	Delaware/Secretary of State	 	2215960
	The CIT Group/CmS Securities Investment, Inc.
	 	New Jersey/Secretary of State	 	0100711003
	The CIT Group/Commercial Services, Inc.
	 	New York/Secretary of State	 	 
	The CIT Group/Commerical Services, Inc. (Va.)
	 	Delaware/Secretary of State	 	 
	The CIT Group/Consumer Finance, Inc. (NY)
	 	New York/Secretary of State	 	 
	The CIT Group/Consumer Finance, Inc. (TN)
	 	Delaware/Secretary of State	 	 
	The CIT Group/Corporate Aviation, Inc.
	 	Delaware/Secretary of State	 	 
	The CIT Group/Equipment Financing, Inc.
	 	Delaware/Secretary of State	 	 
	The CIT Group/Equity Investments, Inc.
	 	New Jersey/Secretary of State	 	0100453750
	The CIT Group/Factoring One, Inc.
	 	New York/Secretary of State	 	 
	The CIT Group/FM Securities Investment, Inc.
	 	New Jersey/Secretary of State	 	0100711000







Sched. 2-3









 






	 	 	 	 	 
	 	 	 	 	Organization Number where
	Grantor	 	Jurisdiction of Filing	 	applicable
	The CIT Group/LsC Securities Investment, Inc.
	 	New Jersey/Secretary of State	 	0100711001
	The CIT Group/Securities Investment, Inc.
	 	Delaware/Secretary of State	 	 
	The CIT Group/Venture Capital, Inc.
	 	New Jersey/Secretary of State	 	0100506008
	Western Star Finance, Inc.
	 	Delaware/Secretary of State	 	 







Sched. 2-4









 





SCHEDULE 3

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




JURISDICTION OF ORGANIZATION;

CHIEF EXECUTIVE OFFICE; ORGANIZATION NUMBERS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	 	 	 	 	 	 	Number where
	Grantor	 	Jurisdiction	 	Chief Executive Office	 	applicable
	Baffin Shipping Co., Inc.
	 	Delaware	 	CIT Drive, Livingston, New Jersey  07039	 	2578915
	C.I.T. Leasing Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	0514605
	Capita Colombia Holdings Corp.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2696560
	Capita Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2319708
	Capita International L.L.C.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2417903
	Capita Premium Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2595166
	CIT Capital USA Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2328142
	CIT China 12, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3597289
	CIT China 13, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3597290
	CIT China 2, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2581254
	CIT China 3, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2598126
	CIT Communications Finance Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2321632
	CIT Credit Finance Corp.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3291438







Sched. 3-1









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	 	 	 	 	 	 	Number where
	Grantor	 	Jurisdiction	 	Chief Executive Office	 	applicable
	CIT Credit Group USA Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2328144
	CIT Financial (Barbados) Srl
	 	Barbados	 	#1 Chelston Park, 2nd Floor, Collymore Rock, St. Michael, Barbados	 	599
	CIT Financial Ltd. of Puerto Rico
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2154963
	CIT Financial USA, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2284509
	CIT Group (Holdings) (UK) Limited
	 	United Kingdom	 	Circa, 2A High Street, Bracknell, Berkshire RG12 1AA, United Kingdom	 	2676774
	CIT Group (NJ) LLC
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3761731
	CIT Group SF Holding Co., Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3693119
	CIT Healthcare LLC
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2531163
	CIT Holdings (No.2) Ireland
	 	Ireland	 	CIT House, Blackrock Business Park, Carysfort Avenue, Blackrock, Dublin, Ireland	 	347417
	CIT Holdings Canada ULC
	 	Alberta, Canada	 	207 Queens Quay West, Suite 700, Toronto, Ontario  M5J 1A7	 	2014431874
	CIT Lending Services Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2217176
	CIT Lending Services Corporation (Illinois)
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2571585
	CIT Loan Corporation (f/k/a The
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2310640
	CIT Group/Consumer Finance, Inc.)
	 	 	 		 	 







Sched. 3-2









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	 	 	 	 	 	 	Number where
	Grantor	 	Jurisdiction	 	Chief Executive Office	 	applicable
	CIT Real Estate Holding Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	4314563
	CIT Realty LLC
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	0765417
	CIT Technologies Corporation
	 	Michigan	 	1 CIT Drive, Livingston, New Jersey  07039	 	404762
	CIT Technology Financing Services, Inc.
	 	Massachusetts	 	1 CIT Drive, Livingston, New Jersey  07039	 	 
	Education Loan Servicing Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3704141
	Equipment Acceptance Corporation
	 	New York	 	1 CIT Drive, Livingston, New Jersey  07039	 	 
	Franchise Portfolio 1, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3542342
	Franchise Portfolio 2, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3542345
	GFSC Aircraft Acquisition Financing Corporation
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2530172
	Hudson Shipping Co., Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2598124
	Namekeepers LLC
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3235426
	Owner-Operator Finance Company
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3019673
	Student Loan Xpress, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3310022
	The CIT Group/BC Securities Investment, Inc.
	 	New Jersey	 	1 CIT Drive, Livingston, New Jersey  07039	 	0100710999
	The CIT Group/Business Credit, Inc.
	 	New York	 	1 CIT Drive, Livingston, New Jersey  07039	 	 







Sched. 3-3









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	 	 	 	 	 	 	Number where
	Grantor	 	Jurisdiction	 	Chief Executive Office	 	applicable
	The CIT Group/Capital Finance, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	0844467
	The CIT Group/Capital Transportation, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2215960
	The CIT Group/CmS Securities Investment, Inc.
	 	New Jersey	 	1 CIT Drive, Livingston, New Jersey  07039	 	0100711003
	The CIT Group/Commercial Services, Inc.
	 	New York	 	1 CIT Drive, Livingston, New Jersey  07039	 	 
	The CIT Group/Commerical Services, Inc. (Va.)
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2565605
	The CIT Group/Consumer Finance, Inc. (NY)
	 	New York	 	1 CIT Drive, Livingston, New Jersey  07039	 	 
	The CIT Group/Consumer Finance, Inc. (TN)
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2819832
	The CIT Group/Corporate Aviation, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2223427
	The CIT Group/Equipment Financing, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	3321556
	The CIT Group/Equity Investments, Inc.
	 	New Jersey	 	1 CIT Drive, Livingston, New Jersey  07039	 	0100453750
	The CIT Group/Factoring One, Inc.
	 	New York	 	1 CIT Drive, Livingston, New Jersey  07039	 	 
	The CIT Group/FM Securities Investment, Inc.
	 	New Jersey	 	1 CIT Drive, Livingston, New Jersey  07039	 	0100711000
	The CIT Group/LsC Securities Investment, Inc.
	 	New Jersey	 	1 CIT Drive, Livingston, New Jersey  07039	 	0100711001
	The CIT Group/Securities Investment, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2414473







Sched. 3-4









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organization
	 	 	 	 	 	 	Number where
	Grantor	 	Jurisdiction	 	Chief Executive Office	 	applicable
	The CIT Group/Venture Capital, Inc.
	 	New Jersey	 	1 CIT Drive, Livingston, New Jersey  07039	 	0100506008
	Western Star Finance, Inc.
	 	Delaware	 	1 CIT Drive, Livingston, New Jersey  07039	 	2608094







Sched. 3-5









 





SCHEDULE 4

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




FOREIGN GRANTOR PLEDGED STOCK




	 	 	 	 	 	 	 	 	 
	Foreign Grantor	 	Jurisdiction	 	Direct Subsidiary	 	Pledged Stock	 	 
	 
	 	 	 	 	 	Pledged Percentage	 	Pledged Owned
	CIT Financial
	 	Barbados	 	CIT Financial Ltd.	 	65%	 	100%
	(Barbados) Srl
	 	 	 	 	 	 	 	 
	CIT Holdings Canada ULC
	 	Alberta, Canada	 	CIT Aerospace	 	99%	 	99%
	CIT Group Holdings
	 	United Kingdom	 	CIT Vendor Finance	 	65%	 	100%
	(UK) Limited
	 	 	 	(UK) Limited	 	 	 	 
	CIT Holdings No. 2
	 	Ireland	 	CIT Group Finance	 	49%	 	83 1/3% of A
	(Ireland)
	 	 	 	(Ireland)	 	 	 	Ordinary US$1 and
	 
	 	 	 	 	 	 	 	50% of Ordinary
	 
	 	 	 	 	 	 	 	€1.260738








Sched. 4-1












 





SCHEDULE 5A

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	C.I.T. Leasing Corporation
	 	Centennial Aviation (Bermuda) 1 Ltd.	 	Common	 	2	 	 	650	 	 	 	65	%	 	 	100	%
	 
	 	Centennial Aviation (France) 1, Sarl	 	Share capital	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	100	%
	 
	 	Centennial Aviation (France) II, Sarl	 	Share capital	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	100	%
	 
	 	CIT Capital Finance (Ireland) Limited	 	Ordinary	 	2009/1	 	 	650	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Eight, Ltd.	 	Common	 	12	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Six, Ltd.	 	Common	 	12	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty, Ltd.	 	Common	 	3	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT Group Capital Finance (Singapore) Pte Ltd.	 	Common	 	3	 	 	2,202,721	 	 	 	65	%	 	 	100	%
	 
	 	CIT Group Funding Company of Delaware	 	Common	 	Uncertificated	 	 	—	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/LsC Securities Investment, Inc.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	Emerald Holdings C.V.	 	 	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	99	%
	 
	 	CIT Holdings (Barbados) SRL	 	Common	 	296	 	 	1,731,302,512	 	 	 	65	%	 	 	99	%
	 
	 	CIT Credit Group USA Inc.	 	Common	 	20	 	 	5,385.23	 	 	 	100	%	 	 	100	%
	Capita Colombia Holdings Corp.
	 	CIT Global Vendor Services S.A.	 	 	 	Uncertificated	 	 	—	 	 	 	53.2	%	 	 	53.2	%
	Capita Corporation
	 	Capita Colombia Holdings Corp.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	Capita International L.L.C.	 	Common	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	99	%
	 
	 	CIT Global Vendor Services S.A.	 	 	 	Uncertificated	 	 	—	 	 	 	11.8	%	 	 	42.55107	%
	 
	 	Arrendadora Capita Corporation, S.A. de C.V.	 	 	 	Uncertificated	 	 	—	 	 	 	44	%	 	 	68.9	%






Sched. 5A-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	 
	 	CIT Leasing Chile Ltda.	 	 	 	Uncertificated	 	 	—	 	 	 	55.275	%	 	 	55.275	%
	 
	 	The Capita Corporation do Brasil Ltda.	 	 	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	99	%
	 
	 	CIT Finance & Leasing Corporation	 	 	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	100	%
	 
	 	CIT Leasing de Argentina S.r.l.	 	 	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	90	%
	 
	 	CIT Communications Finance Corporation	 	Common	 	3	 	 	1	 	 	 	100	%	 	 	100	%
	 
	 	Capita Premium Corporation	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT Financial USA, Inc.	 	Common	 	5	 	 	3,000	 	 	 	100	%	 	 	100	%
	 
	 	CIT Lending Services Corporation	 	Common	 	4	 	 	1	 	 	 	100	%	 	 	100	%
	Capita International L.L.C.
	 	Capita Funding de Mexico, S.A. de C.V.	 	Common	 	3	 	 	65	 	 	 	65	%	 	 	99	%
	 
	 	The Capita Corporation de Mexico S.A. de C.V., SOFOM, E.N.R.	 	 	 	Uncertificated	 	 	—	 	 	 	65	%	 	 	99.8	%
	CIT Capital USA Inc.
	 	CIT Funds LLC	 	Common	 	Uncertificated	 	 	—	 	 	 	100	%	 	 	100	%
	CIT Communications Finance Corporation
	 	CIT Financial Ltd. of Puerto Rico	 	Common	 	3	 	 	1	 	 	 	100	%	 	 	100	%
	CIT Credit Group USA Inc.
	 	Capita Corporation	 	Common	 	6	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	CIT Capital USA Inc.	 	Common	 	3	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	Western Star Finance, Inc.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	CIT Financial (Barbados) Srl
	 	CIT Financial Ltd.	 	Class A	 	A-2	 	 	48.75	 	 	 	65	%	 	 	100	%
	CIT Financial USA, Inc.
	 	Owner-Operator Finance Company	 	Common	 	101	 	 	1,000	 	 	 	100	%	 	 	100	%
	CIT Group Holdings (UK) Limited
	 	CIT Vendor Finance (UK) Limited	 	Ordinary	 	A-1	 	 	96,221,016	 	 	 	65	%	 	 	100	%
	CIT Holdings No. 2 (Ireland)
	 	CIT Group Finance (Ireland)	 	A Ordinary	 	2009/4	 	 	588,000	 	 	 	49	%	 	83 1/3% of A Ordinary US$1 and 50% of Ordinary €1.260738






Sched. 5A-2









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	CIT Holdings Canada ULC
	 	CIT Aerospace International	 	Ordinary
A Common	 	2009/1
2009/3	 	 	10,000
1,974,729,580	 	 	 	99	%	 	 	99	%
	CIT Lending Services Corporation
	 	CIT Technologies Corporation	 	Common	 	141	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT Technology Financing Services, Inc.	 	Common	 	1	 	 	1,000	 	 	 	100	%	 	 	100	%
	Student Loan Xpress, Inc.
	 	Education Loan Servicing Corporation	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Business Credit, Inc.
	 	The CIT Group/BC Securities Investment, Inc.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Capital Finance, Inc.
	 	Equipment Acceptance Corporation	 	Common	 	12	 	 	200	 	 	 	100	%	 	 	100	%
	The CIT Group/Equipment Financing, Inc.
	 	Baffin Shipping Co. Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	Bunga Bebaru, Ltd.	 	Common	 	6	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	C.I.T. Leasing Corporation	 	Common	 	9
7	 	 	168.49
5,000	 	 	 	49	%	 	 	49	%
	 
	 	CIT FSC Twelve, Ltd.	 	Common	 	18	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Sixteen, Ltd.	 	Common	 	16	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Eighteen, Ltd.	 	Common	 	5	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Nineteen, Ltd.	 	Common	 	5	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT China 2, Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT China 3, Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT China 6 Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT China 7, Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT China 12, Inc.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT China 13, Inc.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	CIT Lending Services Corporation (Illinois)	 	Common	 	3	 	 	100	 	 	 	100	%	 	 	100	%






Sched. 5A-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	 
	 	CIT Real Estate Holding Corporation	 	Common	 	1	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	CIT Credit Finance Corp.	 	Common	 	3	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	CIT Realty LLC	 	Common	 	Uncertificated	 	 	—	 	 	 	100	%	 	 	100	%
	 
	 	Franchise Portfolio 1, Inc.	 	Common	 	1	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	Franchise Portfolio 2, Inc.	 	Common	 	1	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	CIT Healthcare LLC	 	Common	 	Uncertificated	 	 	—	 	 	 	100	%	 	 	100	%
	 
	 	Namekeepers LLC	 	Common	 	Uncertificated	 	 	—	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Business Credit, Inc.	 	Common	 	6	 	 	1,000	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Commercial Services, Inc.	 	Common	 	7	 	 	1,500	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Securities Investment, Inc.	 	Common	 	2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Corporate Aviation, Inc.	 	Common	 	5	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Equity Investments, Inc.
	 	The CIT Group/Venture Capital, Inc.	 	Common	 	1	 	 	100	 	 	 	100	%	 	 	100	%
	The CIT Group/Commercial Services, Inc.
	 	CIT Cayman Blue Lagoon Leasing, Ltd.	 	Common	 	R002	 	 	1.3	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Four, Ltd.	 	Common	 	13	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Nine, Ltd.	 	Common	 	14	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Ten, Ltd.	 	Common	 	15	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Thirty, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Three, Ltd.	 	Common	 	13	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Eight, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Five, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Four, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Nine, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-One, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Seven, Ltd.	 	Common	 	2	 	 	7,800	 	 	 	65	%	 	 	100	%






Sched. 5A-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number of Shares	 	Percentage	 	 
	Guarantor	 	Issuer	 	Class	 	No(s).	 	(if certificated)	 	Pledged	 	Percentage Owned
	 
	 	CIT FSC Twenty-Six, Ltd.	 	Common	 	 2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Three, Ltd.	 	Common	 	 2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Twenty-Two, Ltd.	 	Common	 	 2	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	CIT FSC Two, Ltd.	 	Common	 	13	 	 	7,800	 	 	 	65	%	 	 	100	%
	 
	 	The CIT Group/Capital Transportation, Inc.	 	Common	 	 3	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	C.I.T. Leasing Corporation	 	Common	 	10	 	 	5,427.3	 	 	 	51	%	 	 	51	%
	 
	 	The CIT Group/CmS Securities Investment, Inc.	 	Common	 	 1	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Commercial Services, Inc. (Va.)	 	Common	 	 2	 	 	100	 	 	 	100	%	 	 	100	%
	 
	 	The CIT Group/Factoring One, Inc.	 	Common	 	 2	 	 	1,000	 	 	 	100	%	 	 	100	%







Sched. 5A-5











 





SCHEDULE 5B

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




PLEDGED DEBT INSTRUMENTS



1) Master Note, dated January 14, 1999, from Global Vendor Services S.A., as borrower, to AT&T
Capital Corporation (n/k/a Capita Corporation).



2) Master Note, dated August 18, 1999, from Newcourt Leasing Limitada (n/k/a CIT Leasing Chile
Limitada), as borrower, to AT&T Capital Corporation (n/k/a Capita Corporation).



3) Note, dated as of October 28, 2009, issued by Cit Financial Ltd. to C.I.T. Leasing Corporation.





Sched. 5B









 








SCHEDULE 6

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




INTELLECTUAL PROPERTY




Patents: None.




Copyrights: None.




Trademarks:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	 	 	Status
	 	 	 	 	 	 	Registration	 	Registration	 	(if not
	Record Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	Student Loan Xpress, Inc.

	 	3 FOR FREE
	 	USA
	 	 	3096726	 	 	05/23/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	A Steady Partner In A Changing World
	 	Mexico
	 	 	502136	 	 	7/31/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	A Steady Partner In A Changing World
	 	Mexico
	 	 	508725	 	 	10/27/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	A Steady Partner In A Changing World
	 	Mexico
	 	 	513295	 	 	12/14/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	BAR XPRESS
	 	USA
	 	 	3235841	 	 	05/01/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	CAP CONSOLIDATION ASSISTANCE

PROGRAM & DESIGN
	 	USA
	 	 	2809824	 	 	02/03/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AT&T Capital Corporation
(Former name of Capita
Corporation)

	 	CAPITA
	 	European Community
	 	 	678953	 	 	6/28/99
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AT&T Capital Corporation
(Former name of Capita
Corporation) 


Capita Corporation

	 	CAPITA






Capita & Capita (stylized)
	 	United Kingdom




Canada
	 	 	2151181

 	 	 	11/18/97

 
	 	
Application pending
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AT&T Capital Corporation
(Former name of Capita
Corporation)

	 	CAPITA (stylized)
	 	European Community
	 	 	679209	 	 	11/18/97
	 	 






Sched. 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	 	 	Status
	 	 	 	 	 	 	Registration	 	Registration	 	(if not
	Record Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	AT&T Capital Corporation
(Former name of Capita
Corporation)

	 	Capita Stylized
	 	United Kingdom
	 	 	2151181	 	 	11/18/97
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	CAREER XPRESS
	 	USA
	 	 	3146674	 	 	09/19/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	COMMUNITY COLLEGE XPRESS
	 	USA
	 	 	3294959	 	 	09/18/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	EDUCATION FINANCE CENTER
	 	USA
	 	 	2883361	 	 	09/07/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	EDUCATION LENDING GROUP, INC. &
DESIGN
	 	USA
	 	 	2761035	 	 	09/09/03	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	EDUCATION LENDING GROUP and Design
with color claim to blue for
“EDUCATION”
	 	USA
	 	 	3128226	 	 	08/08/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Education Loan Servicing 

    Corporation

	 	EDUCATION LOAN SERVICING (Word and
Stylized)
	 	USA
	 	 	3231900	 	 	04/17/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	The CIT Group/Commercial 

    Services, Inc.

	 	E-TAD ONLINE
	 	USA
	 	 	2917675	 	 	01/11/05	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	GRAD XPRESS
	 	USA
	 	 	3175087	 	 	11/21/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	HEALTH XPRESS
	 	USA
	 	 	3146673	 	 	09/19/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	LEGAL XPRESS
	 	USA
	 	 	3175086	 	 	11/21/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CIT Loan Corporation

	 	Lending Solutions For Brokers
	 	USA
	 	 	3,110,699	 	 	06/27/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	LOWER PAYMENTS FOR HIGHER EDUCATION
	 	USA
	 	 	3443645	 	 	06/10/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	RESIDENCY XPRESS
	 	USA
	 	 	3169685	 	 	11/07/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	RIGHTRATE LOAN
	 	USA
	 	 	3091413	 	 	05/09/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	SECOND LOOK
	 	USA
	 	 	2706465	 	 	04/15/03	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPERTS
	 	USA
	 	 	2946967	 	 	05/03/05	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPRESS
	 	USA
	 	 	3176379	 	 	11/28/06	 	 






Sched. 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	 	 	Status
	 	 	 	 	 	 	Registration	 	Registration	 	(if not
	Record Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPRESS
	 	USA
	 	 	2667420	 	 	12/24/02	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPRESS & DESIGN
	USA
	 	 	3357137	 	 	12/18/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Benelux
	 	 	571938	 	 	6/9/95
	 	n/a
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	France
	 	 	95575080	 	 	06/9/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Germany
	 	 	39524512	 	 	08/10/96
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Hong Kong
	 	 	3307	 	 	6/21/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Hong Kong
	 	 	1222	 	 	6/21/99
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Italy
	 	 Unknown
	 	Unknown
	 	Application pending
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Japan
	 	 	4070999	 	 	10/17/97
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Japan
	 	 	4096211	 	 	12/19/97
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Japan
	 	 	4124649	 	 	3/13/98
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Japan
	 	 	4122178	 	 	3/6/98
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Japan
	 	 	4051043	 	 	8/29/97
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Mexico
	 	 	499294	 	 	07/27/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Mexico
	 	 	499293	 	 	07/27/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Mexico
	 	 	499292	 	 	07/27/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Mexico
	 	 	500965	 	 	6/21/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Mexico
	 	 	500966	 	 	08/11/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Mexico
	 	 	500964	 	 	8/11/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	PRC
	 	 	995601	 	 	04/28/97
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	PRC
	 	 	995980	 	 	4/28/97
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Spain
	 	 	1979685	 	 	7/31/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Switzerland
	 	 	431019	 	 	11/18/96
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation
	 	Venezuela
	 	 	50982	 	 	7/25/95
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Germany
	 	 	2900532	 	 	09/01/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Greece
	 	 	120410	 	 	8/9/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Hong Kong
	 	 	6543	 	 	7/18/96
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We give
your Business the Credit it
Deserves
	 	Hong Kong
	 	 	6542	 	 	7/18/96
	 	 






Sched. 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	 	 	Status
	 	 	 	 	 	 	Registration	 	Registration	 	(if not
	Record Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Italy
	 	 	699502	 	 	12/24/96
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Mexico
	 	 	477667	 	 	09/19/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Mexico
	 	 	477668	 	 	09/19/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Portugal
	 	 	302755	 	 	8/16/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capita Corporation — We Give
Your Business The Credit It
Deserves
	 	Portugal
	 	 	302756	 	 	8/16/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capita Corporation

	 	The Capital Corporation — We Give
Your Business The Credit It
Deserves
	 	France
	 	 	94531435	 	 	8/2/94
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	UNDERGRAD XPRESS
	 	USA
	 	 	3175088	 	 	11/21/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	XPECT MORE
	 	USA
	 	 	3037691	 	 	01/03/06	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	XTREME REWARDS
	 	USA
	 	 	2927883	 	 	02/22/05	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	FINANCIALAID.COM & Design
	 	USA
	 	 	3516463	 	 	10/14/08	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPRESSWAY
	 	USA
	 	 	3013998	 	 	11/8/05	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPRESS (Stylized)
	 	USA
	 	 	2905040	 	 	11/23/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	CHOOSE YOUR PARTNER
	 	USA
	 	 	2759694	 	 	9/2/03	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	STUDENT LOAN XPRESS & Design
	 	USA
	 	 	2692905	 	 	3/4/03	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	CAP & Design
	 	USA
	 	 	2796782	 	 	12/23/03	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Student Loan Xpress, Inc.

	 	GRAD PARTNERS
	 	USA
	 	 	2707580	 	 	4/15/03	 	 






Sched. 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Application
	 	 	 	 	 	 	 	 	 	 	 	 	Status
	 	 	 	 	 	 	Registration	 	Registration	 	(if not
	Record Owner	 	Title (Trademark)	 	Jurisdiction	 	Number	 	Date	 	registered)
	The CIT Group/Commercial
Services, Inc.

	 	E-TAD ONLINE
	 	USA
	 	 	2917675	 	 	1/11/05	 	 







Sched. 6









 








SCHEDULE 7

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




LETTERS OF CREDIT




None.




Sched. 7









 








SCHEDULE 8A

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




EXCLUDED SECURITIES ACCOUNTS




None.




Sched. 8A









 








SCHEDULE 9

TO SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT




FOREIGN REGISTERED AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe	 	 	 	 	 	 	 	Registration
	Manufacturer	 	Model	 	MSN	 	Engine Type	 	ESN	 	Jurisdiction
	Boeing
	 	737-400
	 	24123
	 	CFM56-3C1
	 	725158*
	 	Indonesia
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A319-100
	 	1778
	 	CFM56-5B6/P
	 	575444, 575445
	 	China
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A319-100
	 	1786
	 	CFM56-5B6/P
	 	575457, 575458
	 	China
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A320-200
	 	772
	 	CFM56-5B4/P
	 	779337, 779338
	 	China
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A320-200
	 	799
	 	CFM56-5B4/P
	 	779363, 779364
	 	China
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A319-100
	 	2066
	 	CFM56-5B6/P
	 	575676, 575680
	 	Mexico
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A319-100
	 	2078
	 	CFM56-5B6/P
	 	575691, 575692
	 	Mexico
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A319-100
	 	2662
	 	CFM56-5B6/P
	 	577471, 577472
	 	Mexico
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	767-300ER
	 	26389
	 	CF6-80C2B6F
	 	702736, 702773
	 	Ireland
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	737-800
	 	29921
	 	CFM56-7B24
	 	889771, 890422
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	737-800
	 	29923
	 	CFM56-7B24
	 	890295, 890417
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	737-800
	 	29933
	 	CFM56-7B24
	 	890888, 890889
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	737-800
	 	29934
	 	CFM56-7B24
	 	890992, 891943
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	737-800
	 	29642
	 	CFM56-7B26
	 	894597, 894598
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	737-800
	 	33029
	 	CFM56-7B26
	 	892868, 892870
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	757-200
	 	25053
	 	RB211-535E4-37
	 	30785, 30786
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	767-300ER
	 	25121
	 	CF6-80C2B6F
	 	702502, 702503
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	767-300ER
	 	24087
	 	CF6-80C2B6F
	 	702108, 703124
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	767-300ER
	 	25584
	 	PW4060
	 	P724722, P724729
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	767-300ER
	 	26387
	 	CF6-80C2B6F
	 	702733, 702766
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Boeing
	 	767-300ER
	 	26388
	 	CF6-80C2B6F
	 	702775, 702776
	 	Canada
	 	 	 	 	 	 	 	 	 	 	 
	Airbus
	 	A310-300
	 	658
	 	CF6-80C2A8
	 	695535, 695557
	 	Canada








 




			
	*	 	The second engine on this aircraft belongs to an unrelated lessor.






Sched. 9











 





EXHIBIT J TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




JOINDER AGREEMENT




          This JOINDER AGREEMENT, dated [mm/dd/yy] (this “Joinder Agreement”), is delivered
pursuant to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of
October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as therein defined),
by and among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of Company,
as borrowers (together with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors,
the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and
Collateral Agent.




          Each party hereto other than Borrowers and (solely in its capacity as such) Administrative
Agent (the “Tranche [2A][2B]1 Term Loan Lenders”) hereby agrees to provide the
Tranche [2A][2B] Term Loan Commitment set forth on its signature page hereto pursuant to and in
accordance with [Section 2.1(a)(iii) of the Credit Agreement] [Section 2.21(a) of the Credit
Agreement]. The Tranche [2A][2B] Term Loan Commitments provided pursuant to this Joinder Agreement
shall be subject to all of the terms in the Credit Agreement and to the conditions set forth in
[Section II of the Amendment Agreement] [Section 2.21(b) of the Credit Agreement], and shall be
entitled to all the benefits afforded by the Credit Agreement and the other Credit Documents, and
shall, without limiting the foregoing, benefit equally and ratably from the Guaranty and security
interests created by the Collateral Documents.




          The Tranche [2A][2B] Term Loan Lenders, the Borrowers and the Administrative Agent acknowledge
and agree that the Tranche [2A][2B] Term Loan Commitments provided pursuant to this Joinder
Agreement shall constitute Tranche [2A][2B] Term Loan Commitments for all purposes of the Credit
Agreement and the other applicable Credit Documents. Each Tranche [2A][2B] Term Loan Lender hereby
agree to make a Tranche 2 Term Loan to the Borrowers in an amount equal to its Tranche [2A][2B]
Term Loan Commitment on the applicable Credit Date in accordance with Section 2.1(b)(iv) of the
Credit Agreement, subject to the conditions and other provisions set forth in Section 2.21(c) of
the Credit Agreement.




          Each Tranche [2A][2B] Term Loan Lender (i) confirms that it has received a copy of the Credit
Agreement, together with any other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Joinder Agreement and to become a Lender
under the Credit Agreement; (ii) agrees that it will, independently and without reliance upon the
Administrative Agent






 




			
	1	 	Appropriate alternative to be inserted based on whether
loans will be made pursuant to Section 2.1(a)(iii) or 2.21(b) of the Credit
Agreement.




 









 









or any other Lender or Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement and the other Credit Documents as are delegated to the
Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together
with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will
perform in accordance with their terms all of the obligations that by the terms of the Credit
Agreement and the other Credit Documents are required to be performed by it as a Lender.




          Upon (i) the execution of a counterpart of this Joinder Agreement by the Tranche [2A][2B] Term
Loan Lenders, the Administrative Agent and the Borrowers and (ii) the delivery to the
Administrative Agent of a fully executed counterpart (including by way of telecopy or other
electronic transmission) hereof, each of the undersigned Tranche [2A][2B] Term Loan Lenders shall
have the respective Tranche [2A][2B] Term Loan Commitment set forth on its signature page hereto,
effective as of the [Amendment Agreement][Tranche 2B] Effective Date.




          Borrowers hereby represent and warrant that, assuming the Tranche [2A][2B] Term Loan Lenders
and Administrative Agent execute and deliver this Joinder Agreement, all of the conditions set
forth in [Section II of the Amendment Agreement][Section 2.21(b) of the Credit Agreement] with
respect hereto have been satisfied and Borrowers are in compliance with all of the terms of
[Section II of the Amendment Agreement][Section 2.21(b) of the Credit Agreement].




          After the execution and delivery to the Administrative Agent of a fully executed copy of this
Joinder Agreement (including by way of counterparts and by telecopy or other electronic
transmission) by the parties hereto, this Joinder Agreement may only be changed, modified or varied
by written instrument in accordance with the requirements for the modification of Credit Documents
pursuant to Section 10.5 of the Credit Agreement.




          This Joinder Agreement shall be deemed a Credit Document under the Credit Agreement.




          THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.




[Remainder of page intentionally left blank]




 









 








	 	 	 	 	 	 	 
	 	 	[NAME OF LENDER],	 	 
	 	 	as a Tranche [2A][2B] Term Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Tranche[ 2A][2B] Term Loan Commitment:	 	 
	 

	 	$	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Email:	 	 
	 	 	Telephone:	 	 
	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	CIT GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CIT CAPITAL USA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CIT HEALTHCARE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CIT LENDING SERVICES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CIT LENDING SERVICES

CORPORATION (ILLINOIS)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	THE CIT GROUP/COMMERCIAL SERVICES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC.	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	THE CIT GROUP/EQUIPMENT FINANCING, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	C.I.T. LEASING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 





Accepted and agreed

this ___ day of                     , 20___




BANK OF AMERICA, N.A.,

as Administrative Agent




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







 









 








EXHIBIT K TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




BORROWER COUNTERPART AGREEMENT




          This BORROWER COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Borrower Counterpart Agreement”),
is delivered pursuant to that certain Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein
defined), by and among CIT GROUP INC., a Delaware corporation (“Company”), certain subsidiaries of
Company, as borrowers (together with Company, “Borrowers”), certain subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent.




          Section 1. Pursuant to Section 2.21(c)(vi)(A) of the Credit Agreement, the undersigned
hereby:





          (a) agrees that this Borrower Counterpart Agreement may be attached to the Credit
Agreement and that by the execution and delivery hereof, the undersigned shall become a
Subsidiary Borrower for all purposes under the Credit Agreement and the other Credit
Documents;




          (b) agrees that it shall (i) be bound by all covenants, agreements, acknowledgements
and other terms and provisions applicable to it, as a Subsidiary Borrower pursuant to the
Credit Agreement and the other Credit Documents and (ii) perform all obligations required
of it pursuant to the Credit Agreement and such other Credit Documents, including the due
and punctual payment in full of all Obligations when the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would come due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a));




          (c) agrees to irrevocably and unconditionally guaranty the due and punctual payment in
full of all Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would come due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. § 362(a)), in accordance with Section 7 of the Credit Agreement;




          (d) represents and warrants that (i) each of the representations and warranties set
forth in the Credit Agreement and each other Credit Document and applicable to the
undersigned is true and correct with respect to the undersigned after giving effect to this
Borrower Counterpart Agreement, except to the extent that any such representation and
warranty relates solely to any earlier date, in which case such representation and warranty
is true and correct as of such



 









 







earlier date; (ii) immediately prior to and immediately after the effectiveness of
this Borrower Counterpart Agreement, no event has occurred or is continuing or would result
from the transactions contemplated hereby that would constitute an Event of Default or a
Default; and (iii) it is a Wholly-Owned Subsidiary of Company; and




          (e) delivers herewith a duly completed and executed joinder agreement to the
Collateral Agreement in the form prescribed by Section 7.8 of the Collateral Agreement, to
the extent not already a Grantor thereunder.



          Section 2. The undersigned agrees at any time or from time to time upon the request of
Administrative Agent or Collateral Agent, at the undersigned’s expense, to promptly execute,
acknowledge and deliver such further documents and do such other acts and things as Administrative
Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the
Credit Documents, including providing Lenders with any information reasonably requested pursuant to
Section 10.22 of the Credit Agreement. Neither this Borrower Counterpart Agreement nor any term
hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed
by the party (including, if applicable, any party required to evidence its consent to or acceptance
of this Borrower Counterpart Agreement) against whom enforcement of such change, waiver, discharge
or termination is sought. Any notice or other communication herein required or permitted to be
given shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes
thereof, the notice address of the undersigned shall be the address as set forth on the signature
page hereof. In case any provision in or obligation under this Borrower Counterpart Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.




          THIS BORROWER COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




[Remainder of page intentionally left blank]




 









 








     IN WITNESS WHEREOF, the undersigned has caused this Borrower Counterpart Agreement to be duly
executed and delivered by its duly authorized officer as of the date above first written.



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:





			
	     	 	
 

 

 
Attention:
Telecopier





with a copy to:





			
	     	 	
 

 

 
Attention:
Telecopier





ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







 











 





EXHIBIT L TO




SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




BORROWER ASSUMPTION AGREEMENT




          This BORROWER ASSUMPTION AGREEMENT, dated [mm/dd/yy] (this “Assumption Agreement”) between
___, (“Existing Borrower”) and ___(“Assumptor”), is delivered pursuant to that certain
Second Amended and Restated Credit and Guaranty Agreement, dated as of October 28, 2009 (as it may
be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among CIT GROUP
INC., a Delaware corporation (“Company”), certain subsidiaries of Company, as borrowers (together
with Company, “Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party
thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.




          Section 1. Existing Borrower wishes to assign, and Assumptor wishes to assign and assume,
certain of Existing Borrower’s rights and Obligations under the Credit Agreement and the other
Credit Documents in the amounts set forth opposite such Existing Borrower’s name on Schedule 1
hereto below (the “Assumed Obligations”). Upon the execution of this Assumption Agreement,
Assumptor hereby:





          (a) agrees that by the execution and delivery hereof, Assumptor assumes all of Assumed
Obligations, without recourse to Existing Borrower, to the same extent and with the same
force and effect as if Assumptor were the original Subsidiary Borrower with respect to such
rights and Obligations;




          (b) agrees that this Assumption Agreement may be attached to the Credit Agreement and
that by the execution and delivery hereof, to the extent not already a Subsidiary Borrower
under the Credit Agreement, Assumptor shall become a Subsidiary Borrower for all purposes
under the Credit Agreement and the other Credit Documents;




          (c) agrees that, to the extent not already a Subsidiary Borrower under the Credit
Agreement, Assumptor shall (i) be bound by all covenants, agreements, acknowledgements and
other terms and provisions applicable to it, as a Subsidiary Borrower pursuant to the
Credit Agreement and the other Credit Documents and (ii) perform all obligations required
of it pursuant to the Credit Agreement and such other Credit Documents, including the due
and punctual payment in full of all Obligations when the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would come due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a));




          (d) agrees that, to the extent not already a Subsidiary Borrower under the Credit
Agreement, Assumptor shall irrevocably and unconditionally guaranty the due and punctual
payment in full of all Obligations when the same shall become due, whether at stated
maturity, by required prepayment,



 









 







declaration, acceleration, demand or otherwise (including
amounts that would come due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), in accordance with Section 7 of the
Credit Agreement;




          (e) represents and warrants that (i) each of the representations and warranties set
forth in the Credit Agreement and each other Credit Document and applicable to the
undersigned is true and correct with respect to the undersigned after giving effect to this
Assumption Agreement, except to the extent that any such representation and warranty
relates solely to any earlier date, in which case such representation and warranty is true
and correct as of such earlier date; (ii) immediately prior to and immediately after the
effectiveness of this Assumption Agreement, no event has occurred or is continuing or would
result from the transactions contemplated hereby that would constitute an Event of Default
or a Default, and (iii) it is a Wholly-Owned Subsidiary of Company; and




          (e) delivers herewith a duly completed and executed joinder agreement to the
Collateral Agreement in the form prescribed by Section 7.8 of the Collateral Agreement, to
the extent not already a Grantor thereunder.



          Section 2. The undersigned Assumptor agrees at any time or from time to time upon the request
of Administrative Agent or Collateral Agent, at Assumptor’s expense, to promptly execute,
acknowledge and deliver such further documents and do such other acts and things as Administrative
Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the
Credit Documents, including providing Lenders with any information reasonably requested pursuant to
Section 10.22 of the Credit Agreement. Neither this Assumption Agreement nor any term hereof may
be changed, waived, discharged or terminated, except by an instrument in writing signed by the
party (including, if applicable, any party required to evidence its consent to or acceptance of
this Assumption Agreement) against whom enforcement of such change, waiver, discharge or
termination is sought. Any notice or other communication herein required or permitted to be given
shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the
notice address of the undersigned shall be the address as set forth on the signature page hereof.
In case any provision in or obligation under this Assumption Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby.




          Section 3. Upon due execution and delivery of this Assumption Agreement, Existing Borrower
shall no longer be a Subsidiary Borrower under the Credit
Agreement with respect to the Assumed Obligations and be released from all Obligations (solely
in its capacity as Subsidiary Borrower) with respect to the Assumed Obligations.




 









 








          THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




[Remainder of page intentionally left blank]




 









 








          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered by its duly authorized officer as of the date above first written.




	 	 	 	 	 
	 	[NAME OF ASSUMPTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:



                                        

                                        

                                        

Attention:

Telecopier




with a copy to:



                                        

                                        

                                        

Attention:

Telecopier




 









 









	 	 	 	 	 
	 	[NAME OF EXISTING BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:



                                        

                                        

                                        

Attention:

Telecopier




with a copy to:



                                        

                                        

                                        

Attention:

Telecopier




 









 








ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




	 	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	as Administrative Agent and Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






 









 







Schedule 1




	 	 	 	 	 
	Existing Borrower	 	Tranche 2 Term Loans	 
	 
	 	$	[___,___,___]	 






 









 





EXHIBIT M TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




FUNDING ACCOUNT CERTIFICATE




     Reference is made to the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified,
the “Credit Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among CIT GROUP INC., a Delaware corporation
(“Company”), certain subsidiaries of Company, as borrowers (together with Company,
“Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto
from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent.



[Delivery Instructions



This Funding Account Certificate shall be delivered by e-mail, in accordance with
Section 10.1 of the Credit Agreement, to each of the following individuals:



Charles D. Graber (e-mail: charles.graber@bankofamerica.com);
Sahar M. Sharkawy (e-mail: sahar.m.sharkawy@bankofamerica.com);
Diana R. Lopez (e-mail: diana.r.lopez@bankofamerica.com); and
Richard A. Piland (e-mail: richard.a.piland@bankofamerica.com).]1




     Pursuant to Section 5.14(c) of the Credit Agreement, [insert name of Borrower]
wishes to make a withdrawal in the amount of $___ (the “Transferred Funds”) from the
Funding Account(s) listed below, and desires that such funds be transferred in
accordance with the transfer instructions listed below on ___, 2010 (the “Transfer
Date”).



     [Insert name of Borrower] hereby certifies to the Agents and the Lenders that:



     (i) as of the Transfer Date, the representations and warranties contained in each
of the Credit Documents are true and correct in all material respects (except such
representations and warranties that by their terms are qualified by materiality or a
Material Adverse Effect, which representations and warranties shall be true and correct
in all respects) on and as of the Transfer Date to the same extent as though made on and
as of the Transfer Date (or, to the extent such representations and warranties
specifically relate to an earlier date, on and as of such earlier date);



     (ii) as of the Transfer Date, both before and after giving effect to such
withdrawal, no event has occurred and is continuing or would result from the
consummation of such withdrawal or the use of proceeds thereof that would constitute an
Event of Default or a Default;



     (iii) the Transferred Funds shall be used by the undersigned on the Transfer Date
in accordance with clause [___] of the definition of “Permitted Tranche 2 Purposes,” as
described in detail below under “Use of Transferred Funds”; and





 




			
	1	 	Notice can be delivered as otherwise notified by Agents
to Borrower representative in writing.




 









 










     (iv) as of the Transfer Date, Borrowers have paid to the Administrative Agent,
Collateral Agent and each Steering Lender all of the outstanding costs and expenses
(including the fees, expenses and disbursements of counsel and other advisors) referred
to in Section 10.2 of the Credit Agreement for which Company has been invoiced at least
one Business Day prior to such Transfer Date (which may include amounts constituting
reasonable estimates of fees and expenses of counsel and other advisors incurred or to
be incurred; provided, that no such estimate shall thereafter preclude a final
settling of account as to such fees and expenses).


USE OF TRANSFERRED FUNDS:



[Detail use of Transferred Funds including, if such amounts are proposed to be
applied to general corporate purposes and the amount of such withdrawals (or the
aggregate principal amount of a series of related withdrawals) exceeds
$10,000,000, the specific purpose]



Funding Account:



[Insert account information]



Transfer Instructions:



[Insert account information]




 









 








	 	 	 	 	 
	Date: [mm/dd/yy]       	[Insert name of Borrower]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT N TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




SWEEP ACCOUNT CERTIFICATE




     Reference is made to the Second Amended and Restated Credit and Guaranty Agreement,
dated as of October 28, 2009 (as it may be amended, supplemented or otherwise modified,
the “Credit Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among CIT GROUP INC., a Delaware corporation
(“Company”), certain subsidiaries of Company, as borrowers (together with Company,
“Borrowers”), certain subsidiaries of Company, as Guarantors, the Lenders party thereto
from time to time, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent.



[Delivery Instructions



This Sweep Account Certificate shall be delivered by e-mail, in accordance with Section
10.1 of the Credit Agreement, to each of the following individuals:




Charles D. Graber (e-mail: charles.graber@bankofamerica.com);

Sahar M. Sharkawy (e-mail: sahar.m.sharkawy@bankofamerica.com);

Diana R. Lopez (e-mail: diana.r.lopez@bankofamerica.com); and

Richard A. Piland (e-mail: richard.a.piland@bankofamerica.com).] 1




     Pursuant to Section 5.14(d) of the Credit Agreement, Company, as Borrower
Representative, wishes to make a withdrawal in the amount of $                     (the “Transferred
Funds”) from the Sweep Account(s) listed below, and desires that such funds be
transferred in accordance with the transfer instructions listed below on                     , 2010
(the “Transfer Date”).



     Company, as Borrower Representative on behalf of Borrowers, hereby certifies to the
Agents and the Lenders that the Transferred Funds shall be applied to the use specified
below under “Use of Transferred Funds”, and that such withdrawal shall be made in
accordance with clauses (i), (ii) or (iii) below:



     (i) such withdrawal shall be made directly to an account of the Administrative
Agent for application to the then outstanding Obligations in accordance with the
provisions of the Credit Agreement; or



     (ii) such withdrawal shall be applied within two Business Days of the Transfer Date
(not including the Business Day on which such funds were received if received after
12:00 noon, New York time) to make the then Required Bank Investments after all Other
Available Cash has been utilized for such purpose; or



     (iii) (A) such withdrawal shall be applied within two Business Days of the Transfer
Date (not including the Business Day on which such funds were received if received after
12:00 noon, New York time) to (1) make payments with respect to TTF Requirements, (2)
make





 




			
	1	 	Notice can be delivered as otherwise notified by Agents
to Borrower representative in writing.




 









 









Permitted Bank Investments, (3) pay scheduled payments on Qualified Debt
Obligations, (4) fund Other Available Cash, or (5) fund Business Reinvestments; and




          (B) as of the Transfer Date, both before and after giving effect to such
withdrawal, no event has occurred and is continuing or would result from the
consummation of such withdrawal or the use of proceeds thereof that would constitute an
Event of Default or Default; and




          (C) as of the Transfer Date, both before and after giving effect to such
withdrawal, Other Available Cash is not greater than $500,000,000.




USE OF TRANSFERRED FUNDS:




[Detail use of proceeds]




Sweep Account:




[Insert account information]




Transfer Instructions:




[Insert account information]




 









 








	 	 	 	 	 	 	 
	Date: [mm/dd/yy]	 	CIT GROUP INC., as Borrower Representative	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 





EXHIBIT O TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




ASSIGNMENT AND ASSUMPTION AGREEMENT




     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of October ___, 2009 (this
“Assignment”) is entered into by and between BARCLAYS BANK PLC, a public limited company
organized under the laws of England and Wales (“Barclays”), as the original collateral
agent and mortgagee, as assignor, and BANK OF AMERICA, N.A., a national banking association
(“Bank of America”), as the successor collateral agent and mortgagee, as assignee, with
regard to the Aircraft and Engines Mortgage and Security Agreement between [Grantor], as grantor
(“Grantor”) and Barclays, as original collateral agent and mortgagee, as more fully
described in Exhibit A hereto (the “Mortgage”).



     WHEREAS, Barclays served as collateral agent under the Mortgage pursuant to that certain
Amended and Restated Credit and Guaranty Agreement dated as of July 29, 2009 (as amended by (i) the
First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of August 3, 2009,
(ii) the Joinder Agreement, dated as of August 3, 2009, (iii) the Second Amendment to Amended and
Restated Credit and Guaranty Agreement, dated as of August 31, 2009 and (iv) the Third Amendment to
Amended and Restated Credit and Guaranty Agreement, dated as of September 30, 2009, and as the same
may be amended, supplemented and otherwise modified from time to time, the “Credit
Agreement”);



     WHEREAS, Barclays has resigned as collateral agent and Bank of America has replaced Barclays
as the collateral agent pursuant to and under the Credit Agreement;



     WHEREAS, pursuant to the Mortgage, the Grantor pledged to Barclays, as collateral agent and as
mortgagee, the airframe and related engines (collectively, the “Aircraft”) [and the lease
agreement (the “Lease”)]1 more particularly described in Exhibit B hereto;



     WHEREAS, Barclays will assign all of its rights and obligations as collateral agent and
mortgagee under the Mortgage, to Bank of America as successor collateral agent and mortgagee and
Bank of America will assume all such rights and obligations; and



     WHEREAS, the parties hereto execute this Assignment to evidence the succession of Bank of
America as collateral agent for the Secured Parties (as defined in the Mortgage) (in such capacity,
the “Collateral Agent”) and mortgagee (in such capacity, the “Mortgagee”) under the
Mortgage.



     NOW, THEREFORE, in consideration of the premises and mutual agreement herein contained and
other good and valuable consideration, receipt of which is hereby acknowledged, Barclays has
bargained, sold, assigned, conveyed, transferred and delivered, in each case without any recourse,
representation or warranty whatsoever, and by these presents does hereby bargain, sell, assign,
convey, transfer and deliver, in each case without any recourse, representation or warranty
whatsoever, unto Bank





 




			
	1	 	Include as applicable.




 









 









of America as Collateral Agent and Mortgagee under the Mortgage, and Bank of America, in such
capacity, hereby accepts, all of Barclays’ right, title and interest (in its capacity as collateral
agent and mortgagee) in, to and under the Mortgage, including, but not limited to, all of Barclays’
right, title and interest (in such capacity) in the Aircraft [and the Lease]2.




     This Assignment does not constitute a novation of the Mortgage for any purpose, including and
not limited to under the law of the state of New York.



     This Assignment may be executed by the parties in separate counterparts and any single
counterpart or set of counterparts executed and delivered by the parties shall constitute one and
the same Assignment and a full original Assignment for all purposes. Delivery of an executed
signature page of this Assignment by facsimile transmission or by electronic transmission shall be
as effective as delivery of a manually executed counterpart hereof.



     This Assignment and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the state of New York.



     This Assignment shall be binding upon and inure to the benefit of the parties hereto and their
successors and assigns.



[Signature Page Follows]






 




			
	2	 	Include as applicable.




 









 











     IN WITNESS WHEREOF, the parties hereby have caused this Assignment to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BARCLAYS BANK PLC,	 	 	 	BANK OF AMERICA, N.A.,  
	as original mortgagee and collateral
agent under the Mortgage	 	 	 	as successor Mortgagee and
Collateral Agent under the Mortgage
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   	   
	Name:

	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 	 	 	 	 






 









 





EXHIBIT A




Description of Mortgage




[INCLUDE DESCRIPTION OF MORTGAGE]




 









 





EXHIBIT B




Aircraft




[INCLUDE DESCRIPTION OF AIRCRAFT]




[Lease]1




[INCLUDE DESCRIPTION OF LEASE]1






 




			
	1	 	Insert as applicable.




 









 










EXHIBIT
P TO

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT




ADMINISTRATIVE QUESTIONNAIRE




[SEE ATTACHED]





 











 





ADMINISTRATIVE DETAILS REPLY FORM – US DOLLAR ONLY

CONFIDENTIAL



FAX TO: Charles Graber with copy to Richard Piland




     FAX # (415) 503-5006 (for Charles Graber) and (214) 290-8370     (for Richard Piland)




			
	I. Borrower Name:	 	CIT Group Inc. (and Subsidiary Borrowers)


$7,500,000,000 Senior Secured Credit Facilities     Type of Credit Facility     Term





II. Legal Name of Lender of Record for Signature Page:





	•	 	Signing Credit Agreement                          YES                          NO
	 
	•	 	Coming in via Assignment                          YES                          NO





	 	 	 
	III. Type of Lender:
	 	 
	 

	 	 
	(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other – please specify)






	 	 	 
	IV. Domestic Address:

	 	V. Eurodollar Address:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





VI. Contact Information:




          Syndicate level information (which may contain material non-public information about the
Borrower and its related parties or their respective securities) will be made available to the
Credit Contact(s).  The Credit Contacts identified must be able to receive such information in
accordance with his/her institution’s compliance procedures and applicable laws, including Federal
and State securities laws.




	 	 	 	 	 	 	 
	 	 	 	 	Primary	 	Secondary
	 	 	Credit Contact	 	Operations Contact	 	Operations Contact
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Telephone:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Facsimile:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	E Mail Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	IntraLinks E Mail 

Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	Does Secondary Operations Contact need copy of notices?                           YES                          NO











2









 





ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY

CONFIDENTIAL




	 	 	 	 	 	 	 
	 	 	Letter of Credit	 	Draft Documentation	 	 
	 	 	Contact	 	Contact	 	Legal Counsel
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Telephone:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Facsimile:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	E Mail Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 






VII. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance
Fed Wire Payment Instructions (if applicable):




Pay to:




	 	 	 	 	 
	 	 	 
	 

	 	(Bank Name)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(ABA #)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Account #)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Attention)	 	 
	 
	 	 	 	 
	VIII. Lender’s Fed Wire Payment Instructions:
	 
	 	 	 	 
	Pay to:	 	 
	 
	 	 	 	 
	 
	 

	 	(Bank Name)	 	 
	 
	 	 	 	 
	 
	 

	 	(ABA#)
	 	(City/State)
	 
	 	 	 	 
	 
	 

	 	(Account #)
	 	(Account Name)
	 
	 	 	 	 
	 
	 

	 	(Attention)	 	 












3











 





ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




IX. Organizational Structure and Tax Status



Please refer to the enclosed withholding tax instructions below and then complete this section
accordingly:



Lender Taxpayer Identification Number (TIN):                                                             



Tax Withholding Form Delivered to Bank of America*:




                     W-9




                     W-8BEN




                     W-8ECI




                     W-8EXP




                     W-8IMY




	 	 	 	 	 
	 

	 	Tax Contact	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 
	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Facsimile:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	E Mail Address:
	 	 	 	 
	 

	 	 	 	 





NON-U.S. LENDER INSTITUTIONS




1. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you must
complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected
to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency).



A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI.
It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty
with the U.S. Please refer to the instructions when completing the form applicable to your
institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance
of faxed forms. An original tax form must be submitted.









4









 









ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




2. Flow-Through Entities



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form
 W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches
for United States Tax Withholding) must be completed by the intermediary together with a
withholding statement. Flow-through entities other than Qualified Intermediaries are required to
include tax forms for each of the underlying beneficial owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.




U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must complete and
return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised
that we require an original Form W-9.



Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax
form for your institution must be completed and returned on or prior to the date on which your
institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form
when requested will subject your institution to U.S. tax withholding.






 




			
	*	 	Additional guidance and instructions as to where to submit this documentation can be found on the
following page.





X. Bank of America Payment Instructions:





			
	Pay to:	 	Bank of America, N.A.

New York, NY

ABA# 026009593

Attn: Credit Services

Ref: CIT Group

Acct# 1292000883










5









 


















Please mail or courier original form to:

Credit Services Department.  —  Attn: Tax Desk

101 North Tryon St. Mail Code: NC1-001-15-03

Charlotte, NC 28255











IRS Tax Form Toolkit






In advance, if you wish to confirm form validity, you may send an electronic version of the
completed form to Shelly Sanders for review at
Fax: 704-602-5746 Phone 704 387-2407

E-mail: shelly.h.sanders@bankofamerica.com




Once validated, original form must be delivered to the Tax Desk as specified above.








All participants must have an ORIGINAL and VALID Tax Form (either a w-9
or a w-8) on File with the Agent: 




	 	 	 	 	 
	n	 	Domestic Investors
	n	 	W-9: Request for Taxpayer Identification Number and Certification
	n

	 	Link to launch Form/Instructions:
	 	http://www.irs.gov/pub/irs-pdf/fw9.pdf
	 

	 	 	 	 http://www.irs.gov/pub/irs-pdf/iw9.pdf
	n	 	Examples: Citibank, N.A., General Electric Credit Corporation, Wachovia Bank
National Association
	n	 	Non-Domestic Investors will file one of four W-8 Forms
	n	 	W-8ECI: Certificate of Foreign Person’s Claim for Exemption from Withholding on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States
	n

	 	Link to launch Form/Instructions:
	 	http://www.irs.gov/pub/irs-pdf/fw8eci.pdf
	 

	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8eci.pdf
	n	 	Example: loans booked with US branches of Foreign Banks like BNP Paribas, New
York Branch, Mizuho Corporate Bank, San Francisco Branch
	n	 	W-8BEN: Certificate of Foreign Status of Beneficial Owner
	n	 	“A beneficial owner solely claiming foreign status or treaty benefits”
	n

	 	Link to launch Form/Instructions:
	 	http://www.irs.gov/pub/irs-pdf/fw8ben.pdf
	 

	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8ben.pdf
	n	 	Example: Loans booked with a foreign “person” such as BNP Paribas, Paris, France, Allied
Irish Bank, Dublin
	Infrequently Used Forms Listed Below:






	 	 	 	 	 	 	 
	 	 	n	 	W-8IMY: Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or
Certain U.S. Branches
	 	 	n	 	“A person acting as an intermediary; a foreign partnership or
foreign trust”.
	 	 	n	 	If a non-qualified intermediary, it is quite likely you will also need to get a
withholding form from all of the entities that have an ownership share therein.
	 

	 	n
	 	Link to launch Form/Instructions:
	 	http://www.irs.gov/pub/irs-pdf/fw8imy.pdf
	 

	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8imy.pdf
	 	 	n	 	Example: Grand Cayman Asset Management LLC
	 	 	n	 	W-8EXP: Certificate of Foreign Government or Other Foreign Organization
	 	 	n	 	“A foreign government, international organization, foreign central of issue,
foreign tax-exempt organization, foreign private foundation, or government of a U.S
possession”
	 

	 	n
	 	Link to launch Form/Instructions:
	 	http://www.irs.gov/pub/irs-pdf/fw8exp.pdf
	 

	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8exp.pdf
	 

	 	n
	 	Example: UNESCO	 	 






Bank of America, N.A.

September 2006










6












 





EXHIBIT H




[Second Amended and Restated Collateral Agreement]




[SEE EXHIBIT I TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY

AGREEMENT, WHICH IS ATTACHED HERETO AS EXHIBIT G]