Exhibit
4.2




5.000%
Senior Unsecured Notes due 2017

5.375% Senior Unsecured Notes due 2020


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




SECOND
SUPPLEMENTAL INDENTURE




Dated
as of May 4, 2012










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

 	
  

 	
 9

 
	
 Section 3.2

 	
  

 	
 Optional
 Redemption

 	
  

 	
 9

 
	
 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

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 4

 
	
  

 
	
 FORM OF NOTE

 
	
  

 
	
 Section 4.1

 	
  

 	
 Form of Note

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7

 
	
  

 
	
 MISCELLANEOUS

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 7.1

 	
  

 	
 Ratification
 of Indenture

 	
  

 	
 14

 
	
 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

 	
  

 	
 15

 


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          THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of May 4, 2012 (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 two new series of Securities to be known as its 5.000%
Senior Unsecured Notes due 2017 (the “2017 Notes”) and its 5.375% Senior
Unsecured Notes due 2020 (the “2020 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:

 



          “2017 Notes”
has the meaning set forth in the recitals hereto.


          “2020 Notes”
has the meaning set forth in the recitals hereto.


          “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:

 


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           (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 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, with respect to any series of the Notes, the
United States Treasury security selected by the Independent Investment Banker
as having a maturity comparable to the remaining term of the Notes of such
series to be redeemed 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 of 


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such series to
be redeemed; provided, however, that if no maturity is within
three months before or after the maturity date for such Notes of such series,
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.


          “Comparable
Treasury Price” means, with respect to any redemption date for Notes
of any series, (a) the average of the Reference Treasury Dealer Quotations for
the redemption date for the Notes of such series, 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 Rates”
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated
(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, collectively, $1,250,000,000 aggregate principal
amount of the 2017 Notes and $750,000,000 aggregate principal amount of the
2020 Notes, in each case issued on the Issue Date.


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          “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 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 May 15, 2017 for the 2017 Notes and May 15, 2020 for the
2020 Notes.


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


          “Notes”
means, collectively, the 2017 Notes and the 2020 Notes. The term “Note”
refers to either of the foregoing.


          “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.


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          “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.


          “Reference
Treasury Dealers” means Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. LLC and UBS Securities 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 May 15 Interest Payment Date,
the immediately preceding May 1, and with respect to a November 15 Interest
Payment Date, the immediately preceding November 1.


          “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.


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          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.


ARTICLE 2


GENERAL TERMS AND CONDITIONS OF THE NOTES


          Section
2.1 Designation and Principal Amount.


          (a)
There is hereby authorized a series of Securities designated the “5.000%
Senior Unsecured Notes due 2017” initially offered in the aggregate
principal amount of $1,250,000,000, 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.


          (b)
There is hereby authorized a series of Securities designated the “5.375%
Senior Unsecured Notes due 2020” initially offered in the aggregate
principal amount of $750,000,000, 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 each
series of Notes shall become due and payable at final maturity, together with
any accrued and unpaid interest, is the Maturity Date for that series of Notes.


          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.


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          (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 of each series shall be issuable in the denominations of $2,000 and integral
multiples of $1,000 in excess thereof.


          Section
2.4 Global Notes.


          Each
series of 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
5.000% per year for the 2017 Notes (the “2017 Notes Coupon Rate”) and 5.375% per
year for the 2020 Notes (the “2020 Notes Coupon Rate” and, together with
the 2017 Notes Coupon Rate, the “Coupon Rates”) 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 applicable Maturity Date.
Interest on each series of Notes will be payable semiannually in arrears on May
15 and November 15, commencing on November 15, 2012. Each such date on which
interest is payable for a series of Notes is an “Interest Payment Date” for
such series.


          (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.


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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 of any series, upon not less than 30 nor more than 60 days’ notice to
each holder of Notes of such series, 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 50 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 of a series 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 


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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 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


-10-





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. 


          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 un-


-11-





redeemed
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. 


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 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 independ-


-12-






ent 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 satisfied 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 the Outstanding Notes of any series: 


	
  

 	
  

 
	
  

 	
           (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 of such series 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 the Outstanding Notes of any
series, 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 of such series. 


-13-





          Section
6.3 Additional Amendments and Waivers.


          (a)
Article 9 of the Base Indenture shall apply in respect of the Outstanding Notes
of any series, 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 of such series.  


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. 


          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. 


-14-






          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]


-15-





          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

 













	
  

 	
  

 	
  

 
	
  

 	
 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:
 Associate

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Jeffrey
 Schoenfeld

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Jeffrey Schoenfeld

 
	
  

 	
  

 	
 Title:
 Associate

 



[Signature Page to Second Supplemental Indenture]









	
  

 	
  

 	
  

 
	
  

 	
 CIT GROUP INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Usama F.
 Ashraf

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Usama
 F. Ashraf

 
	
  

 	
  

 	
 Title: Senior Vice President

 and Assistant Treasurer

 



[Signature Page to Second 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. ______

 	
 $________

 


[          ]%
Senior Unsecured Notes due 20[   ] (the “Notes”)


          CIT
GROUP INC., a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum of
$[                    ]
Dollars on May 15, 20[     ].


          Interest
Payment Dates: May 15 and November 15.


          Record
Dates: May 1 and November 1.


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 May 15 and November 15 of each year,
commencing November 15, 2012. 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 May 4, 2012. 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 May
1 and November 1 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 Second
Supplemental Indenture (the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”) dated as of May 4, 2012, 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 Notes 


Exhibit A-5





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 50 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: o


          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