Exhibit 10.1
AMENDMENT NO. 3
TO THE
SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND
GUARANTY AGREEMENT (this "Amendment") is dated as of February 19, 2019 and is
entered into by and among CIT GROUP INC., a Delaware corporation ("Company"), as
Borrower, CERTAIN SUBSIDIARIES OF COMPANY listed on the signature pages hereto,
as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
the "Administrative Agent") and the Requisite Lenders listed on the signature
pages hereto and is made with reference to that certain SECOND AMENDED AND
RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 17, 2016
(as amended by Amendment No. 1, dated as of February 27, 2017 and by Amendment
No. 2, dated as of February 16, 2018, the "Credit Agreement"), by and among
Company, certain subsidiaries of Company named therein as Guarantors, the
Lenders party thereto from time to time and the Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Amended Credit Agreement (as defined herein).
RECITALS
WHEREAS, the Credit Parties have requested that the Requisite Lenders agree to
amend certain provisions of the Credit Agreement and the other matters set forth
herein, as provided for herein;
WHEREAS, subject to certain conditions, the Requisite Lenders are willing to
agree to such amendments relating to the Credit Agreement and the other matters
set forth herein; and
WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., JPMorgan
Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. are acting as joint
lead arrangers and joint bookrunners in connection with this Amendment
(collectively, the "Amendment No. 3 Joint Lead Arrangers").
NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, the parties hereto agree as follows:
SECTION I.
AMENDMENT TO CREDIT AGREEMENT
(a)
Effective as of the Amendment No. 3 Effective Date (as defined herein),
and subject to the terms and conditions set forth herein, the Credit Agreement
is hereby amended in the form of Exhibit A hereto (as so amended, the "Amended
Credit Agreement").
(b)
Effective as of the Amendment No. 3 Effective Date, and subject to the
terms and conditions set forth herein, Schedule 2.1 (Commitments and L/C Issuer
Sublimit) to the Credit Agreement is hereby amended in the form of Exhibit B
hereto.
SECTION II.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction or waiver in
accordance with Section 10.5 of the Credit Agreement of the following conditions
(the date of satisfaction or waiver of such conditions being referred to herein
as the "Amendment No. 3 Effective Date"):
A.
The Administrative Agent shall have received the following:
(i)
duly executed counterpart signature pages to this Amendment from the
Credit Parties, the Lenders, each L/C Issuer and the Administrative Agent;
(ii)
an executed copy of the favorable written legal opinion,