Exhibit 4.2


 


 


3.875% Senior Unsecured Notes due 2019


 


CIT GROUP INC.,

as Issuer,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Security Registrar and Authenticating Agent


 





 



 



FIFTH SUPPLEMENTAL INDENTURE


 



 



 


Dated as of February 19, 2014


 


 






    	 



    	



    


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	 	 	ARTICLE 1	 	 
	 	 	 	 	 
	 	 	DEFINITIONS	 	 
	 	 	 	 	 
	Section 1.1	 	Relation to Base Indenture	 	1
	Section 1.2	 	Definition of Terms	 	2
	 	 	 	 	 
	 	 	ARTICLE 2	 	 
	 	 	 	 	 
	 	 	GENERAL TERMS AND CONDITIONS OF THE NOTES	 	 
	 	 	 	 	 
	Section 2.1	 	Designation and Principal Amount	 	7
	Section 2.2	 	Maturity	 	7
	Section 2.3	 	Form, Payment and Appointment	 	7
	Section 2.4	 	Global Notes	 	8
	Section 2.5	 	Interest	 	8
	 	 	 	 	 
	 	 	ARTICLE 3	 	 
	 	 	 	 	 
	 	 	REDEMPTION AND REPURCHASE OF THE NOTES	 	 
	 	 	 	 	 
	Section 3.1	 	No Sinking Fund or Repayment at Option of the Holder	 	8
	Section 3.2	 	Optional Redemption	 	8
	Section 3.3	 	Offer to Repurchase Upon Change of Control Triggering Event	 	9
	Section 3.4	 	Effect of Redemption	 	11
	Section 3.5	 	Redemption Procedures	 	11
	Section 3.6	 	No Other Redemption	 	11
	 	 	 	 	 
	 	 	ARTICLE 4	 	 
	 	 	 	 	 
	 	 	FORM OF NOTE	 	 
	 	 	 	 	 
	Section 4.1	 	Form of Note	 	11
	 	 	 	 	 
	 	 	ARTICLE 5	 	 
	 	 	 	 	 
	 	 	COVENANTS	 	 
	 	 	 	 	 
	Section 5.1	 	Reports	 	12




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	 	 	 	 	Page
	 	 	 	 	 
	 	 	ARTICLE 6	 	 
	 	 	 	 	 
	 	 	ADDITIONAL PROVISIONS	 	 
	 	 	 	 	 
	Section 6.1	 	Additional Events of Default	 	13
	Section 6.2	 	Additional Covenant Defeasance	 	13
	Section 6.3	 	Additional Amendments and Waivers	 	13
	 	 	 	 	 
	 	 	ARTICLE 7	 	 
	 	 	 	 	 
	 	 	MISCELLANEOUS	 	 
	 	 	 	 	 
	Section 7.1	 	Ratification of Indenture	 	13
	Section 7.2	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	14
	Section 7.3	 	Trustee Not Responsible for Recitals	 	14
	Section 7.4	 	New York Law To Govern	 	14
	Section 7.5	 	Separability	 	14
	Section 7.6	 	Counterparts	 	14




    	-ii-



    	



    


THIS FIFTH SUPPLEMENTAL INDENTURE, dated
as of February 19, 2014 (the “Supplemental Indenture”), among CIT Group Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), Wilmington Trust, National Association, as
trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating
agent (the “Agent”), amending and supplementing the Indenture, dated as of March 15, 2012 among the Company,
the Trustee and the Agent, governing the issuance of debt securities (the “Base Indenture”). The Base Indenture,
as amended and supplemented by the Supplemental Indenture, shall be referred to herein as the “Indenture.”


 


RECITALS


 


WHEREAS, the Company has executed and delivered
the Base Indenture to the Trustee and the Agent to provide for the future issuance of the Company’s debt securities or other
evidence of Indebtedness, to be issued from time to time in one or more series as might be determined by the Company under the
Base Indenture;


 


WHEREAS, Section 9.3(8) of the Base Indenture
provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the forms or
terms of Securities of any series as permitted by Section 2.1 and Section 3.1 of the Base Indenture;


 


WHEREAS, pursuant to Section 3.1 of the
Base Indenture, the Company wishes to provide for the issuance of a new series of Securities to be known as its 3.875% Senior Unsecured
Notes due 2019 (the “Notes”) and the form, terms, provisions and conditions thereof to be set forth as provided
in this Supplemental Indenture; and


 


WHEREAS, the Company has requested that
the Trustee and the Agent execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental
Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee and the Agent, and the payment by the purchaser
thereof of the agreed upon consideration therefor, the valid, binding and enforceable Obligations of the Company, have been
done and performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.


 


NOW, THEREFORE, in consideration of the
covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE 1



DEFINITIONS


 


Section 1.1 Relation to Base
Indenture.


 


This Supplemental Indenture constitutes
an integral part of the Base Indenture, and supplements and amends the Base Indenture solely with respect to the Notes.



    	 



    	



    

Section 1.2 Definition of
Terms.


 


For all purposes of this Supplemental Indenture:


 


(a) a term not defined herein
that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;


 


(b) the definition of any term
in this Supplemental Indenture that is also defined in the Base Indenture shall supersede the definition of such term in the Base
Indenture;


 


(c) a term defined anywhere
in this Supplemental Indenture has the same meaning throughout;


 


(d) the singular includes the
plural and vice versa and use of any gender includes each other gender;


 


(e) headings are for convenience
of reference only and do not affect interpretation; and


 


(f) the following terms have
the meanings given to them in this Section 1.2:


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 3.12 of the Base Indenture,
as part of the same series as the Initial Notes.


 


“Alternate Offer” has
the meaning assigned to that term set forth in Section 3.3.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion
or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 


“Change of Control” means
the occurrence of any of the following:


 


(1) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the Beneficial Owner
of more than 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares) of the Company,
other than in any such transaction where:


 


(A) the Voting Stock (as defined
herein) of the Company outstanding immediately prior to such transaction is changed into or exchanged for Voting Stock of another
Person (the “Permitted Parent”) constituting a majority of the outstanding Voting Stock (measured by
voting power rather than the number of



    	-2-



    	



    

shares) of the Permitted Parent
(immediately after giving effect to such issuance); and


 


(B) immediately after such transaction,
no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the
Beneficial Owner of more than 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares)
of the Permitted Parent; or


 


(2) the Company sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, other than any such transaction
where:


 


(A) the Voting Stock of the Company
outstanding immediately prior to such transaction is changed into or exchanged for Voting Stock of the transferee Person (the “Transferee”)
constituting a majority of the outstanding shares of the outstanding Voting Stock (measured by voting power rather than
the number of shares) of the Transferee (immediately after giving effect to such issuance); and


 


(B) immediately after such transaction,
no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is the
Beneficial Owner of more than 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares)
of the Transferee.


 


Following any transaction described in clause (1)(A), the Permitted
Parent shall be substituted for the Company in this definition and the definition of “Trigger Period,” and following
any transaction described in clause (2)(A), the Transferee shall be substituted for the Company in this definition and the definition
of “Trigger Period.”


 


“Change of Control Offer”
has the meaning assigned to that term in Section 3.3 hereof.


 


“Change of Control Payment”
has the meaning assigned to that term in Section 3.3 hereof.


 


“Change of Control Payment Date”
has the meaning assigned to that term in Section 3.3 hereof.


 


“Change of Control Triggering Event”
means the occurrence of both (i) a Change of Control and (ii) a Ratings Downgrade Event.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes; provided,
however, that if no maturity is within three months before or after the maturity date for such Notes, yields for the two
published maturities most closely corresponding to such United States Treasury security will be determined and the treasury rate
will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.



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“Comparable Treasury Price”
means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains
fewer than four Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Coupon Rate” has the
meaning set forth in Section 2.5(a) hereof.


 


“Custodian” means, with
respect to any Global Note, the Security Registrar, as custodian for DTC with respect to such Global Note.


 


“DTC” has the meaning
set forth in Section 2.3(d) hereof.


 


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


 


“Global Notes” has the
meaning set forth in Section 2.4 hereof.


 


“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 (1) 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 shall be paid or discharged, or any agreement relating thereto
shall be complied with, or the holders thereof shall be protected (in whole or in part) against loss in respect thereof; or (2)
a 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 (2), the primary purpose or intent thereof is as described in clause (1) above. The verb “Guarantee”
shall have a correlative meaning.


 


“Independent Investment Banker”
means Morgan Stanley & Co. LLC (and its respective successors) or, if any such firm is not willing and able to select the applicable
Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.


 


“Initial Notes” means
$1,000,000,000 aggregate principal amount of the Notes issued on the Issue Date.


 


“Interest Payment Date”
has the meaning set forth in Section 2.5(a) hereof.


 


“Investment Grade Rating”
means a rating from Moody’s of Baa3 or higher (or its equivalent under any successor rating category of Moody’s) and
a rating from S&P of BBB- or higher (or its equivalent under any successor rating category of S&P), in each case with a
stable outlook, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected
by the Company under the circumstances permitting the Company to



    	-4-



    	



    

select a replacement agency and in the manner
for selecting a replacement agency, in each case as set forth in the definition of “Rating Agency.”


 


“Issue Date” means the
date of this Supplemental Indenture.


 


“Maturity Date” means
February 19, 2019.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Notes” has the meaning
set forth in the recitals hereto.


 


“Obligations” means any
principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to an obligor, would
have accrued on any obligation, whether or not a claim is allowed against such obligor for such interest in the related proceeding),
penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.


 


“Parent” has the meaning
set forth in Section 5.1(c) hereof.


 


“Rating Agency” means
each of Moody’s and S&P; provided, that if Moody’s or S&P ceases to rate the Notes or fails to make
a rating of the Notes available, the Company shall use commercially reasonable efforts to appoint another “nationally recognized
statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement for such Rating
Agency and following such appointment such replacement rating agency shall be substituted in this definition for the rating agency
that ceased to rate the Notes or failed to make a rating of the Notes available; provided that the Company shall give notice
of such appointment to the Trustee.


 


“Ratings Downgrade Event”
means, on any date during the Trigger Period (as defined herein), the Notes being downgraded by at least one modifier (a modifier
being plus, neutral or minus for S&P, 1, 2 or 3 for Moody’s and similar modifier by any other Rating Agency) by one of
the Rating Agencies from the rating on the Notes by such Rating Agency on the date prior to the first day of the Trigger Period;
provided that no Ratings Downgrade Event shall be deemed to occur if either (i) the rating on the Notes by each Rating Agency
that downgraded its rating is an Investment Grade Rating after such downgrade or (ii) in respect of a particular Change of Control,
if the Rating Agency or Agencies (as applicable) that downgraded the Notes announce or confirm or inform the Trustee in writing
that the reduction was not the result, in whole or in part, of any event or circumstance comprised of or arising as a result of,
or in respect of, the applicable Change of Control.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date for the Notes, an average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes to be redeemed (expressed in each
case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.



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“Reference Treasury Dealers”
means Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. LLC and, in each case, its successors; provided, however, that if any of the foregoing
shall resign as a Reference Treasury Dealer or cease to be a primary U.S. government securities dealer,
the Company will substitute therefor another primary U.S. government securities dealer.


 


“Regular Record Date”
means, with respect to a February 19 Interest Payment Date, the immediately preceding February 5, and with respect to an August
19 Interest Payment Date, the immediately preceding August 5.


 


“S&P” means Standard
& Poor’s Ratings Group, a division of The McGraw Hill Corporation.


 


”Treasury Yield” means,
with respect to any redemption date, (a) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for
the maturity corresponding to the Comparable Treasury Issue; or (b) if the release (or any successor release) is not published
during the week preceding the calculation date or does not contain these yields, the rate per annum equal to the semi−annual
equivalent yield to maturity (computed as of the third business day immediately preceding such redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the applicable Comparable Treasury Price for such redemption date.


 


“Trigger Period” means
the period commencing 1 day prior to the first public announcement by the Company of an arrangement that could result in a Change
of Control and ending 60 days following consummation of the Change of Control (which period will be extended following consummation
of a Change of Control for so long as the rating of the Notes is under announced consideration for possible downgrade by any of
the Rating Agencies as the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control).


 


“U.S.” means the United
States of America (including the states thereof and the District of Columbia), its territories
and possessions and other areas subject to its jurisdiction.


 


“Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.


 


The terms “Company,”
“Trustee,” “Indenture” and “Base Indenture” shall have the respective
meanings set forth in the paragraph preceding the recitals to this Supplemental Indenture.



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ARTICLE 2



GENERAL TERMS AND CONDITIONS OF THE NOTES


 


Section 2.1 Designation and
Principal Amount.


 


There is hereby authorized a series of Securities
designated the “3.875% Senior Unsecured Notes due 2019” initially offered in the aggregate principal amount
of $1,000,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant
to Section 3.3 of the Base Indenture.


 


Section 2.2 Maturity.


 


Unless earlier redeemed pursuant to Section
3.2 hereof, the date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid
interest, is the Maturity Date.


 


Section 2.3 Form, Payment and
Appointment.


 


(a) Principal of, premium, if any, and
interest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for
Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office of the Security Registrar;
provided, however, that (i) if a Holder (including a Depository) has given wire transfer instructions to the Company
on or before the Regular Record Date, then payment of principal, premium, if any, and interest on that Holder’s Notes shall
be paid in accordance with those instructions and (ii) if no such instructions have been given, then, at the option of the Company,
payments of principal, premium, if any, and interest may be made by check mailed to the Holder at such address as shall appear
in the Security Register. Principal, premium, if any, and interest shall be payable in Dollars.


 


(b) No service charge shall be made for
any registration of transfer or exchange of the Notes, but the Company may require payment from the Holder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection therewith.


 


(c) The Paying Agent, Authenticating
Agent and Security Registrar for the Notes shall initially be Deutsche Bank Trust Company Americas.


 


(d) The Company initially appoints The
Depository Trust Company (“DTC”) to act as Depository with respect to the Global Notes. Deutsche Bank Trust
Company Americas shall act as Custodian with respect to the Global Notes.


 


(e) The Notes shall be issuable in the
denominations of $2,000 and integral multiples of $1,000 in excess thereof.



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Section 2.4 Global Notes.


 


The Notes initially shall be issued in permanent
global form as one or more Global Notes (collectively, the “Global Notes”). Except as otherwise provided in
the Indenture or this Section 2.4, Notes represented by the Global Notes shall not be exchangeable for, and shall not otherwise
be issuable as, Notes in certificated form. Unless and until such Global Note is exchanged for Notes in certificated form, Global
Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee
of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.


 


Section 2.5 Interest.


 


(a) The unpaid principal amount of the
Notes shall bear interest at the rate of 3.875% per year (the “Coupon Rate”) from and including the Issue Date
or from the most recent Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the Maturity
Date. Interest will be payable semiannually in arrears on February 19 and August 19, commencing on August 19, 2014. Each such date
on which interest is payable is an “Interest Payment Date.”


 


(b) Interest shall be computed on the
basis of a 360-day year consisting of twelve 30-day months. In the event that any scheduled Interest Payment Date falls on a day
that is not a Business Day, then payment of interest payable on such Interest Payment Date shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay).


 


(c) Interest shall be calculated by the
Paying Agent. The Paying Agent will provide to the Company the calculation of interest payable on an Interest Payment Date at least
5 Business Days prior to such Interest Payment Date.


 


(d) The Company shall deposit the funds
for any payment of interest with the Trustee or Paying Agent one Business Day prior to any Interest Payment Date.


 


ARTICLE 3



REDEMPTION AND REPURCHASE OF THE NOTES


 


Section 3.1 No Sinking Fund or
Repayment at Option of the Holder.


 


The Notes are not entitled to the benefit
of any sinking fund and are not subject to redemption at the option of the Holders. Articles 12 and 13 of the Base Indenture shall
not apply to the Notes.


 


Section 3.2 Optional
Redemption.


 


(a) At any time and from time to time,
the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to each holder of
Notes, at a redemption price equal to the greater of:



    	-8-



    	



    

 


(1) 100% of the principal amount
of the Notes redeemed, and


 


(2) the sum of the present
values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due after the related
redemption date but for such redemption (exclusive of interest accrued to the redemption date) discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis
points;


 


plus, in either case, accrued and unpaid interest,
to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on
a relevant Interest Payment Date.


 


(b) If less than all of the Notes are
to be redeemed at any time, the Notes shall be redeemed on a pro rata basis in accordance with Section 11.3 of the Base
Indenture.


 


(c) Any redemption of Notes pursuant
to this Section 3.2 that is in part processed through DTC shall be treated in accordance with the rules and procedures of DTC as
a “Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). Except to the extent
modified by this Supplemental Indenture, the provisions of Article 11 of the Base Indenture shall apply to redemptions of Notes
pursuant to this Section 3.2.


 


(d) In addition to the Company’s
right to redeem Notes as set forth above in this Section 3.2, the Company may at any time and from time to time purchase Notes
in open market transactions, tender offers or otherwise.


 


Section 3.3 Offer to Repurchase
Upon Change of Control Triggering Event.


 


(a) Upon the occurrence of a Change of
Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”)
and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount
or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In
the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal
amount of Notes purchased plus accrued and unpaid interest on the Notes purchased to the date of purchase, subject to the rights
of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change
of Control Payment”).


 


Within 30 days following the date upon which
the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the
public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company
will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice
(the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture
and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that
the



    	-9-



    	



    

Change of Control Offer is conditioned on
the consummation of the Change of Control on or prior to the Change of Control Payment Date.


 


(b) On the Change of Control Payment
Date, the Company shall, to the extent lawful:


 


(i) accept for payment all
Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn
pursuant to the Change of Control Offer; and


 


(iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Company.


 


(c) The Paying Agent shall promptly mail
to each Holder of Notes properly tendered pursuant to the Change of Control Offer the Change of Control Payment for such Notes,
and the Authenticating Agent shall promptly authenticate and mail, or cause to be transferred by book entry, to each such Holder
a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that the new
Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce
the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date.


 


(d) The Change of Control provisions
described in this Section 3.3 shall be applicable whether or not any other provisions of this Indenture are applicable, except
in any case in which the provisions of Section 4.2 of the Base Indenture are applicable. The Company shall comply with the requirements
of Section 14e-1 of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are
applicable to the purchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of this Section 3.3, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.3
by virtue of such compliance.


 


(e) The Company shall not be required
to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change
of Control Offer made by the Company and purchases all Notes validly and properly tendered and not withdrawn pursuant to the Change
of Control Offer, (2) the Company has given notice to redeem all Notes in accordance with the redemption provisions of Section
3.2 hereof unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation
of any Change of Control for which a definitive agreement is in place, the Company or a third party has made an offer to purchase
(an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes
validly and properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.



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Section 3.4 Effect of
Redemption.


 


Unless the Company defaults in the payment
of the Redemption Price, on and after the Redemption Date, (a) interest shall cease to accrue on the Notes immediately prior to
the close of business on the Redemption Date, (b) the Notes shall become due and payable at the Redemption Price and (c) the Notes
shall be void and all rights of the Holders in respect of the Notes shall terminate and lapse (other than the right to receive
the Redemption Price upon surrender of such Notes but without interest on such Redemption Price). Following the notice of a redemption,
neither the Company nor the Security Registrar shall be required to register the transfer of or exchange the Notes to be redeemed.
The redemption provisions of Sections 11.5 and 11.6 of the Base Indenture shall not apply to the Notes.


 


Section 3.5 Redemption
Procedures.


 


One Business Day prior to the Redemption
Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption
Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect
to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent
the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such
funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption
Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not
a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment
in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be
payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are
not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date
at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount
equal to the unredeemed portion of such surrendered Notes shall be issued.


 


Section 3.6 No Other
Redemption.


 


Except as set forth in this Article 3, the
Notes shall not be redeemable by the Company prior to the Maturity Date.


 


ARTICLE 4



FORM OF NOTE


 


Section 4.1 Form of Note.


 


The Notes and the Authenticating Agent’s
Certificate of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit A hereto, with such
changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval
to be conclusively evidenced by their execution thereof.



    	-11-



    	



    

ARTICLE 5



COVENANTS


 


In addition to the covenants set forth in
Article 10 of the Base Indenture, the following covenants shall apply to any Outstanding Notes:


 


Section 5.1 Reports.


 


(a) Whether or not required by the rules
and regulations of the Commission and in lieu of Section 7.4 of the Base Indenture, so long as any Notes are Outstanding, the Company
shall furnish to the Holders or cause the Trustee (upon its receipt from the Company) to furnish to the Holders, within 30 days
after the Company is required to file the same with the Commission:


 


(i) all quarterly and annual
reports that the Company is required to file, or would be required to file with the Commission, on Forms 10-Q and 10-K if the Company
were required to file such reports; and


 


(ii) all current reports that
the Company is required to file, or would be required to file with the Commission, on Form 8-K if the Company were required to
file such reports;


 


provided that any such above information or reports filed
with the EDGAR system of the Commission (or any successor system) and available publicly on the Internet shall be deemed to be
furnished to the Holders of Notes.


 


(b) All such reports shall be prepared
in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on
Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered
public accounting firm. In addition, whether or not required by the Commission, the Company shall file a copy of all of the reports
referred to in Section 5.1(a)(i) and (ii) with the Commission for public availability within the time periods specified in the
Commission’s rules and regulations applicable to such reports for the status of the filer that the Company would otherwise
be if it were required to file reports with the Commission, subject to extension as set forth in Rule 12b-25(b)(ii) under the Exchange
Act (or any successor provision) (unless the Commission shall not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company agrees that it shall not take any action that would cause
the Commission not to accept such filings. If, notwithstanding the foregoing, the Commission will not accept such filings for any
reason, the Company will post the reports specified in Section 5.1(a) hereof on its publicly accessible website within the time
periods that would apply if the Company were required to file those reports with the Commission.


 


(c) If, and so long as, all of the Capital
Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate
family and corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the Commission under Section
13(a) or 15(d) of the Exchange Act, the requirements in Section 5.1(a) shall be deemed satis-



    	-12-



    	



    

fied by the filing by such Parent of the
reports specified in Section 5.1(a) hereof within the time periods specified therein.


 


ARTICLE 6



ADDITIONAL PROVISIONS


 


Section 6.1 Additional Events of
Default.


 


In addition to the Events of Default set
forth in Article 5 of the Base Indenture, each of the following shall be deemed an Event of Default under Section 5.1 of the Base
Indenture in respect of any Outstanding Notes:


 


(a) failure for 3 business
days by the Company to comply with Section 3.3 hereof; and


 


(b) failure by the Company
for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% of aggregate principal amount of
the Notes then Outstanding to comply with Section 5.1 hereof.


 


Section 6.2 Additional Covenant
Defeasance.


 


Article 4 of the Base Indenture shall apply
in respect of any Outstanding Notes; provided that subject to the conditions set forth under Section 4.2(3) of the Base
Indenture, the Company may, at its option and at any time, elect to have the Obligations of the Company released with respect to
Sections 3.3 and 5.1 hereof in connection with the Covenant Defeasance as provided under Section 4.2(2) of the Base Indenture.
In the event such Covenant Defeasance occurs, the events set forth under Section 6.1 hereof shall no longer constitute an Event
of Default with respect to the Notes.


 


Section 6.3 Additional Amendments
and Waivers.


 


(a) Article 9 of the Base Indenture shall
apply in respect of any Outstanding Notes; provided that, notwithstanding anything to the contrary in the Base Indenture
and the Supplemental Indenture, any amendment or waiver of Section 3.3 hereof shall not be deemed an amendment or waiver of the
redemption provisions applicable to the Notes.


 


ARTICLE 7



MISCELLANEOUS


 


Section 7.1 Ratification of
Indenture.


 


The Base Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of this
Indenture in the manner and to the extent herein and therein provided.



    	-13-



    	



    

 


Section 7.2 No Personal Liability
of Directors, Officers, Employees and Stockholders.


 


No director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any Obligation of the Company under the Notes or this Indenture
or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


Section 7.3 Trustee and Agent Not
Responsible for Recitals.


 


The recitals herein contained are made by
the Company and not by the Trustee or Agent, and the Trustee and Agent assume no responsibility for the correctness thereof. The
Trustee and Agent make no representation as to the validity or sufficiency of this Supplemental Indenture.


 


Section 7.4 New York Law To
Govern.


 


THIS SUPPLEMENTAL INDENTURE AND EACH NOTE
SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.


 


Section 7.5 Separability.


 


In case any one or more of the provisions
contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or therein.


 


Section 7.6 Counterparts.


 


This Supplemental Indenture may be executed
in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the
same instrument. Delivery of an executed counterpart of this Supplemental Indenture by telefacsimile or by any electronic imaging,
electronic mail or other similar means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.


 


 


[Signature pages follow]




    	-14-



    	



    

 


 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, as of the day and year first written above.


 


	 	Wilmington Trust, National Association,
	 	as Trustee
	 	 
	 	By:	/s/ Boris Treyger
	 	 	Name:	Boris Treyger
	 	 	Title:	Vice President


 


[Fifth Supplemental Indenture]



    	 



    	



    

	 	Deutsche Bank Trust Company Americas,
	 	as Paying Agent, Security Registrar and
	 	Authenticating Agent
	 	 
	 	By:	Deutsche Bank National Trust Company
	 	 	 
	 	By:	/s/ Chris Niesz
	 	 	Name:	Chris Niesz
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	By:	/s/ Kelvin Vargas
	 	 	Name:	Kelvin Vargas
	 	 	Title:	Associate


 


[Fifth Supplemental Indenture]



    	 



    	



    

	 	CIT Group Inc.
	 	 
	 	By:	/s/ Israel Kaufman
	 	 	Name:	Israel Kaufman
	 	 	Title:	Executive Vice President & Treasurer


 


[Fifth Supplemental Indenture]




    	 



    	



    



EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


[Definitive Securities
Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



    	Exhibit A-1



    	



    

	 	CUSIP No. [          ]
 ISIN No. [
                                                                                               ]



 


	No. 	 	 	$	 


 


3.875% Senior Unsecured Notes due 2019 (the
“Notes”)


 


CIT GROUP INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum of $[           ] Dollars on February 19, 2019.


 


Interest Payment Dates: February 19 and
August 19.


 


Record Dates: February 5 and August 5.



    	Exhibit A-2



    	



    

 


Additional provisions of this Note are set
forth on the other side of this Note.


 


Dated:


 


	 	CIT GROUP INC.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	Attest: 	 	 
	 	Name:	 
	 	Title:	 




    	Exhibit A-3



    	



    

	CERTIFICATE OF AUTHENTICATION
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	as Authenticating Agent
	 
	By: Deutsche Bank National Trust Company
	 
	by 	 	 
	 	Authorized Signatory	 


 




    	Exhibit A-4



    	



    

[FORM OF REVERSE SIDE OF SECURITY]


 


1. Interest


 


CIT GROUP INC., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay interest
semiannually on February 19 and August 19 of each year, commencing August 19, 2014. Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from February 19, 2014. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


2. Method of Payment


 


The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered holders of Notes at the close of business on the February 5 and August
5 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment
date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest
in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in
respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer
of immediately available funds to the accounts specified by The Depository Trust Company. The Company shall make all payments in
respect of a certificated Note (including principal, premium, if any, and interest) by mailing a check to the registered address
of each Holder thereof; provided, however , that payments on a certificated Note shall be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Paying Agent to such effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as Deutsche Bank Trust Company Americas (the “Agent”) may
accept in its discretion).


 


3. Paving Agent and Security Registrar


 


Initially, the Agent shall act as Paying
Agent and Security Registrar. The Company may appoint and change any Paying Agent, Security Registrar or co-registrar without notice.
The Company or any wholly owned Subsidiary may act as Paying Agent, Security Registrar or co-registrar.


 


4. Indenture


 


The Company issued the Notes under an Indenture
(the “Base Indenture”) dated as of March 15, 2012 and a Fifth Supplemental Indenture (the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”) dated as of February 19, 2014, among
the Company, the Trustee and the Agent. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The



    	Exhibit A-5



    	



    

Notes are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of those terms.


 


The Notes are unsecured obligations of the
Company. The Company shall be entitled to issue Additional Securities pursuant to Section 3.12 of the Base Indenture. The Notes
issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under the Indenture.


 


5. Optional Redemption


 


At any time and from time to time, the Company
may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to each holder of Notes, at a
redemption price equal to the greater of:


 


(1) 100% of the principal amount
of the Notes redeemed, and


 


(2) the sum of the present
values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due after the related
redemption date but for such redemption (exclusive of interest accrued to the redemption date) discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis
points;


 


plus, in either case, accrued and unpaid interest to the date
of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest
Payment Date.


 


In addition to the Company’s right
to redeem Notes as set forth in Section 3.2 of the Supplemental Indenture, the Company may at any time and from time to time purchase
Notes in open market transactions, tender offers or otherwise.


 


6. Notice of Redemption


 


If less than all of the Notes are to be
redeemed at any time, the Notes shall be redeemed on a pro rata basis in accordance with Section 11.3 of the Base Indenture.


 


Any redemption of Notes pursuant to Section
3.2 of the Supplemental Indenture that is in part processed through DTC shall be treated in accordance with the rules and procedures
of DTC as a “Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). Except
to the extent modified by the Supplemental Indenture, the provisions of Article 11 of the Base Indenture shall apply to redemptions
of Notes pursuant to Section 3.2 of the Supplemental Indenture.


 




7. Change of Control


 


Upon the occurrence of a Change of Control
Triggering Event, the Company will be obligated to make an offer to purchase and each Holder of Notes will have the right to require
the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple



    	Exhibit A-6



    	



    


 


of $1,000 in principal amount in excess
thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change
of Control Payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid interest
on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive
interest due on the relevant Interest Payment Date.


 


8. Denominations; Transfer; Exchange


 


The Notes are in registered form without
coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Security Registrar
need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed
or 15 days before an interest payment date.


 


9.  Persons Deemed Owners


 


The registered Holder of this Note may be
treated as the owner of it for all purposes.


 


10. Discharge and Defeasance


 


Subject to certain conditions, the Company
at any time shall be entitled to terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Paying Agent Cash in U.S. dollars, non-callable Government Obligations, or a combination of Cash in U.S. dollars and non-callable
Government Obligations, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge
the entire Indebtedness on the Notes not delivered to the Paying Agent for cancellation for principal, premium, if any, and accrued
interest to the date of maturity or redemption.


 


11. Defaults and Remedies


 


The Events of Default relating to the Notes
are defined in Section 5.1 of the Base Indenture and Section 6.1 of the Supplemental Indenture. Upon the occurrence of an Event
of Default, the rights and obligations of the Company and the Holders shall be as set forth in the Indenture.


 


12. No Recourse Against Others


 


No director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.



    	Exhibit A-7



    	



    

 


13. Authentication


 


This Note shall not be valid until an authorized
signatory of the Authenticating Agent manually signs the certificate of authentication on the other side of this Note.


 


14. Abbreviations


 


Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


15. CUSIP Numbers


 


The Company has caused CUSIP numbers to
be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.


 


16. Governing Law


 


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



    	Exhibit A-8



    	



    

ASSIGNMENT FORM


 


	To assign this Note, fill in the form below: 	 


 


	I or we assign and transfer this Note to 	 
	 	(Print or type assignee’s name, address and zip code)


 


 


(Insert assignee’s sec. sec. or tax
I.D. No.)


 


and irrevocably appoint ____________________________________
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Date: 	 	 	Your Signature: 	 
	 	 	 	 	Sign exactly as your name appears on the other side of this Security.




    	Exhibit A-9



    	



    

 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in this Global Note have
been made:


 


	Date of
 Exchange	 	Amount of decrease
 in Principal amount
 of this Global
 Security	 	Amount of increase
 in Principal amount
 of this Global
 Security	 	Principal amount of
 this Global Note
 following such
 decrease or
 increase	 	Signature of
 authorized officer of
 Trustee or Securities
 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




    	Exhibit A-10



    	



    

OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security
purchased by the Company pursuant to Section 3.3 of the Supplemental Indenture, check the box: £


 


If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 3.3 of the Supplemental Indenture, state the amount in principal amount:
$________


 


	Date: 	 	 	Your Signature: 	 
	 	 	 	 	Sign exactly as your name appears on the other side of this Security.


 


	Signature Guarantee: 	 	 
	 	(Signature must be guaranteed)	 


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.






    	Exhibit A-11