8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 24, 2008

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31369	65-1051192
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

     505 Fifth Avenue New York, New York 10017

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 771-0505

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

     On December 24, 2008, CIT Group Inc. (the "Company") entered into a registration rights agreement (the “Registration Rights Agreement”) relating to its 12% Subordinated Notes due 2018 (the “New Notes”). In the Registration Rights Agreement, the Company agreed for the benefit of the holders of the new notes that it will use its reasonable best efforts to file with the Securities and Exchange Commission (the “SEC”) and cause to become effective a registration statement (the “exchange offer registration statement”) relating to an offer to exchange (the “exchange offer”) the new notes for an issue of SEC-registered notes with terms identical to the new notes (except that such notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below) (the “exchange notes”).

     Pursuant to the Registration Rights Agreement, when the SEC declares the exchange offer registration statement effective, the Company will offer the exchange notes in return for the new notes. In addition, the Company agreed that the exchange offer will remain open for at least 20 business days after the date it mails notice of the exchange offer to noteholders. For each note surrendered to the Company under the exchange offer, the noteholder will receive an exchange note of equal principal amount. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the notes or, if no interest has been paid on the notes, from the original issue date.

     If applicable interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, or under certain other circumstances, the Company agreed to use its reasonable best efforts to cause to become effective a shelf registration statement relating to resales of the new notes and to keep that shelf registration statement effective for one year, or such shorter period that will terminate when all new notes covered by the shelf registration statement have been sold. The Company agreed that it will, in the event of such a shelf registration, provide to each noteholder copies of a prospectus, notify each noteholder when the shelf registration statement has become effective and take certain other actions to permit resales of the new notes. A noteholder that sells new notes under the shelf registration statement generally will be required to be named as a selling security holder in th e related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended, in connection with those sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a noteholder (including certain indemnification obligations). Under the Registration Rights Agreement, holders of new notes will also be required to suspend the use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of notice from the Company.

     If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is the 180th calendar day after the issue date of the new notes, the annual interest rate borne by the new notes will be increased by 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the exchange offer is completed or the shelf registration statement is declared effective. The increased interest described above is the sole and exclusive monetary remedy available to holders under the registration rights agreement in the case of a registration default.

     If the Company effects the exchange offer, the Company will be entitled to close the exchange offer 20 business days after its commencement, provided that it has accepted all notes validly surrendered in accordance with the terms of the exchange offer.

     A copy of the Registration Rights Agreement is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of certain provisions of this document is qualified in its entirety by reference thereto.

Item 2.03 Creation of a Direct Financial Obligation.

     On December 24, 2008, the Company consummated its private exchange offers for certain of its outstanding debt securities and issued New Notes in an aggregate principal amount

equal to $1,149,007,000. The New Notes bear interest at 12.00% per annum and mature on December 18, 2018. The New Notes are not redeemable prior to maturity.

             The New Notes constitute subordinated unsecured indebtedness of the Company. The New Notes:

• are subordinated in right of payment to all of the Company’s existing and future senior indebtedness as defined in the Indenture (as defined below), including the Company’s senior bank facilities;
• rank equally in right of payment with all of the Company’s existing and future subordinated debt (other than the subordinated debt described in the next bullet);
• rank senior in right of payment to all of the Company’s current and future debt that is by its terms subordinated to the New Notes; and
• are structurally subordinated to all of the existing and future liabilities and obligations (including trade payables) of each of the Company’s subsidiaries.

     Due to differing subordination provisions in other series of subordinated debt securities that the Company may issue in the future, the holders of the New Notes may receive less, ratably, than holders of such other series of subordinated debt securities.

     The New Notes were issued under the subordinated indenture, dated as of January 20, 2006, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, as amended and supplemented by a first supplemental indenture, dated as of January 31, 2007, and a second supplemental indenture, dated as of December 24, 2008 (the “Second Supplemental Indenture”) (together, the “Indenture”).

The Indenture contains covenants that, among other things,

• limit the Company’s ability to consolidate or merge, or to sell or otherwise dispose of its assets as, or substantially as, an entirety unless the Company is the continuing corporation or the surviving or acquiring entity (if other than the Company) expressly assumes by a supplemental indenture all of the Company’s obligations under the New Notes; and
• require the Company to continue to make its financial statements publicly available if it ceases to be a reporting company under the Securities Exchange Act of 1934, as amended.

     The Indenture includes events of default arising from default in any principal or payment of any note or other security of the same series at maturity; default for 30 days in interest payment of any interest payment of any note or other security of the same series; failure by the Company for 30 days in performing any other covenant in the Indenture (other than a covenant solely for the benefit of another series of subordinated debt securities) after the Company is given written notice by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series give written notice to the Company and the trustee; or the occurrence of the Company’s bankruptcy, insolvency or reorganization (each, a “Bankruptcy Event of Default”) (but not the bankruptcy, insolvency, reorganization, receivership or conservatorship of any of the Company’s subsi diaries).

     Under the Indenture, if a Bankruptcy Event of Default occurs and continues, the principal amount of the New Notes will automatically become due and payable immediately. The Indenture does not allow the holders to accelerate the New Notes upon the occurrence of any event of default other than a Bankruptcy Event of Default. If an event of default (other than a Bankruptcy Event of Default) occurs under the Indenture, the trustee may demand payment of amounts then due and payable on the affected New Notes and, in its discretion, proceed to enforce any covenant. However, the trustee may not act to accelerate the outstanding principal amount of the affected New Notes upon the occurrence of an event of default (other than a Bankruptcy Event of Default).

     A copy of the Second Supplemental Indenture is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 2.03. The foregoing summary of certain provisions of this document is qualified in its entirety by reference thereto.

Item 9.01 Financial Statements and Exhibits.

	(d)	Exhibits.
	The following exhibits are filed herewith.
Exhibit
No.		Description of Exhibit

4.1	Second Supplemental Indenture, dated as of December 24, 2008, between CIT Group Inc., as Issuer, and The Bank of New York Mellon, as Trustee (relating to the 12.00% Subordinated Notes due December 18, 2018)
10.1	Registration Rights Agreement, dated as of December 24, 2008, between CIT Group Inc., and The Bank of New York Mellon, as Trustee

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 31, 2008

            CIT GROUP INC.

                                                                  By: /s/ Glenn A. Votek                                             
                                 Name: Glenn A. Votek
                                                                        Title: Executive Vice President and Treasurer

EXHIBIT INDEX 

Exhibit
No.	Description of Exhibit

4.1	Second Supplemental Indenture, dated as of December 24, 2008, between CIT Group Inc., as Issuer, and The Bank of New York Mellon, as Trustee (relating to the 12.00% Subordinated Notes due December 18, 2018)
10.1	Registration Rights Agreement, dated as of December 24, 2008, between CIT Group Inc., and The Bank of New York Mellon, as Trustee

EX-4.1

Exhibit 4.1

CIT GROUP INC.

Issuer

and

THE BANK OF NEW YORK MELLON

Trustee

                                                 

SECOND SUPPLEMENTAL INDENTURE

Dated as of December 24, 2008

12.00% Subordinated Notes due December 18, 2018

          SECOND SUPPLEMENTAL INDENTURE, dated as of December 24, 2008 (the “Second Supplemental Indenture”), between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of January 20, 2006, between the Company and the Trustee, gove rning the issuance of subordinated debt securities (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of January 31, 2007, relating to the 6.10% Junior Subordinated Notes due March 15, 2067.

          WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s subordinated unsecured notes 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 Indenture;

          WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its 12.00% Subordinated Notes due December 18, 2018 (the “Notes”), which shall be in the form of subordinated notes, with specific terms and provisions, the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture; and

          WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture, and all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Second Supplemental Indenture have been duly authorized in all respects.

          NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE 1
DEFINITIONS

          Section 1.01. Definitions. Unless the context otherwise requires:

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

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          (b)     the definition of any term in this Second Supplemental Indenture that is otherwise defined in the Indenture shall supersede such other definition of such term for purposes of the Notes;

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

          (d)     the singular includes the plural and vice versa;

          (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 1.01(f):

          “Additional Interest” has the meaning provided in the Registration Rights Agreement.

          “Additional Notes” has the meaning provided in Section 2.01 hereof.

          “Base Indenture” has the meaning provided in the preamble of this Second Supplemental Indenture.

          “Business Day” means any day which is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies located in New York City are authorized or obligated by law to close.

          “Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit F.

          “Certificated Note” means a Note in registered physical form without interest coupons.

          “Company” means the Person named as the “Company” in the preamble to this Second Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter the “Company” shall mean such successor Person.

          “Compounded Interest” means interest on any accrued and unpaid interest on the Notes, to the extent permitted by applicable law, compounded semi-annually at the Interest Rate.

          “Depositary”, with respect to the Notes, means The Depository Trust Company or any successor clearing agency.

          “DTC Legend” means the legend set forth in Exhibit C.

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

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          “Exchange Notes” means the debt securities of the Company to be offered to Holders in exchange for the Initial Notes pursuant to the Exchange Offer or otherwise pursuant to a Registration of the Exchange Notes containing terms identical to the Notes for which they are exchanged (except that (i) interest thereon shall accrue from the last date on which interest was paid on such Notes (unless the Exchange Note is issued after a Regular or Special Record Date and prior to the corresponding Interest Payment Date, in which case interest shall accrue from such Interest Payment Date) or, if no such interest has been paid, from the Issue Date and (ii) the provisions relating to Additional Interest (other than any Additional Interest accrued through the date of issuance of such Exchange Notes)) shall be eliminated.

          “Exchange Offer” means the exchange offer by the Company of Exchange Notes for Initial Notes pursuant to the Registration Rights Agreement.

          “Final Maturity” has the meaning provided in Section 2.02 hereof.

          “Initial Notes” means (i) all Notes issued on the Issue Date and (ii) any Notes issued in replacement therefor, but not including any Exchange Notes issued in exchange therefor.

          “Interest Payment Date” means each June 18 and December 18, commencing June 18, 2009.

          “Interest Payment Period” means the period from and including an Interest Payment Date (or in the case of the first Interest Payment Period, the Issue Date) up to, but not including, the next Interest Payment Date.

          “Issue Date” means, subject to Section 2.01(b), the first date that Notes were originally issued under this Second Supplemental Indenture.

          “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

          “Notes” shall have the meaning set forth in the recitals of this Second Supplemental Indenture, and shall include the Initial Notes, the Additional Notes, if any, and the Exchange Notes.

          “Paying Agent” means, initially, The Bank of New York Mellon, and thereafter any other Paying Agent designated in accordance herewith.

          “Registration” means a registered Exchange Offer for the Notes by the Company or other registration of the Notes under the Securities Act pursuant to and in accordance with the terms of the Registration Rights Agreement.

          “Registration Rights Agreement” means the Registration Rights Agreement dated December 24, 2008 between the Company and the Trustee.

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          “Regulation S” means Regulation S under the Securities Act.

          “Regulation S Certificate” means a certificate substantially in the form of Exhibit D hereto.

          “Regulation S Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

          “Restricted Legend” means the legend set forth in Exhibit B.

          “Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S in the case of a Regulation S Global Note.

          “Restricted Regulation S Global Note” means a Regulation S Global Note that bears the Restricted Legend.

          “Rule 144A” means Rule 144A under the Securities Act.

          “Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

          “Second Supplemental Indenture” has the meaning provided in the preamble hereto.

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

          “Trustee” means the Person named as the “Trustee” in the preamble of this Second Supplemental Indenture until a successor Trustee shall have become such with respect to the Notes (or any series thereof) pursuant to the applicable provisions of the Indenture; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to any series of Notes shall mean the Trustee with respect to such series of Notes.

          “Unrestricted Regulation S Global Note” means a Regulation S Global Note that does not bear the Restricted Legend.

          “U.S.” means of or pertaining to the United States.

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          “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

ARTICLE 2
GENERAL TERMS AND CONDITIONS OF THE NOTES

          Pursuant to Section 3.1 of the Indenture, the Notes are hereby established with the following terms and other provisions:

          Section 2.01. Designation and Principal Amount. (a) There is hereby authorized a series of Securities designated the 12.00% Subordinated Notes due December 18, 2018, which shall be subordinated notes issued by the Company under the Indenture, up to an initial aggregate principal amount of $1,149,007,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 3.3 of the Indenture.

          (b)     The Company may, from time to time, subject to compliance with any other applicable provisions of this Second Supplemental Indenture but without the consent of the Holders, create and issue pursuant to this Second Supplemental Indenture an unlimited principal amount of additional Notes (in excess of any amounts theretofore issued) (the “Additional Notes”) having the same terms and conditions to those of the other outstanding Notes, except that any such Additional Notes (i) may have a different Issue Date and issue price from other outstanding Notes and (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than the amount payable on other outstan ding Notes. Such Additional Notes shall constitute part of the same series of Notes hereunder, unless any such differences pursuant to this Section 2.01(b) shall cause such Additional Notes to constitute, as determined pursuant to an Opinion of Counsel, a different class of Notes than the original series of Notes for U.S. federal income tax purposes, in which case such Additional Notes shall be treated as a separate series for all purposes under the Indenture.

          Section 2.02. Final Maturity. The date on which the principal of the Notes becomes due and payable is December 18, 2018 (the “Final Maturity”).

          Section 2.03. Interest.

          (a)     The Notes will bear interest, accruing from, and including, the Issue Date, at the per annum rate of 12.00% (the “Interest Rate”), payable semi-annually in arrears on each Interest Payment Date and at the Final Maturity.

          (i)     The amount of interest payable for any full Interest Payment Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less

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than a thirty-day month, the actual number of days elapsed per thirty-day month. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point.

          (ii)     In the event that any Interest Payment Date during an Interest Payment Period is not a Business Day, payment of the interest payable on such Interest Payment Date shall be made on the next succeeding day that is a Business Day without any interest or other payment in respect of any such delay.

          (b)     Interest will accrue at the Interest Rate during the Interest Payment Period from and including the date of initial issuance or the last Interest Payment Date in respect of which interest has been paid or duly provided for, as applicable, to, but not including, the next succeeding Interest Payment Date on which the interest is actually paid or the Final Maturity, as the case may be. Otherwise than in connection with the Final Maturity of, or the payment in whole or in part of Defaulted Interest on the Notes, interest on the Notes, including any Additional Interest, may be paid only on an Interest Payment Date.

          (c)     To the extent permitted by applicable law, interest not paid when due hereunder will accrue Compounded Interest until paid. With respect to the Notes, references to “interest” in the Indenture include references to such Compounded Interest.

          (d)     Interest shall be payable on each Interest Payment Date to the Person in whose name the Note is registered at the close of business on the Business Day next preceding such Interest Payment Date, which date shall be the Regular Record Date with respect to such Note for such Interest Payment Date. In the event the Notes do not remain in book-entry only form or are not in the form of a Global Note, the Company shall select the Regular Record Date for the payment of interest thereon on each Interest Payment Date, which will be at least one Business Day before the applicable Interest Payment Date.

          Section 2.04. Form.

          (a)     The Notes shall be issued as Registered Securities without Coupons in the form as set forth in Exhibit A hereto. With respect to the Notes, the terms and provisions contained in the form of Notes set forth in Exhibit A shall constitute, and are hereby expressly made, a part of the Indenture.

          (b)     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary or as may be required for the Initial Notes to be tradeable on any market developed for trading of securities pursuant to Rule

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144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

          (c)     So long as any Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 3.5 of the Indenture, such Notes shall be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (each and collectively, the “Global Note”). The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary. Except as provided in Section 3.5 of the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in the ir names, shall not receive or be entitled to receive physical delivery of certificates in definitive form and shall not be considered holders of such Global Note.

     Any applicable Global Note shall represent the applicable outstanding Notes and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon. Any Global Note shall provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee upon instructions given by the Holder of such Notes in accordance with the Indenture. Notwithstanding anything contained herein to the contrary, the aggregate principal amount of all Global Notes outstanding at any time may not exceed the principal amount of Notes outstandin g at such time.

          (d)     The Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Payment of any principal (and premium, if any) and interest (including any Additional Interest) on Notes issued as Global Notes shall be payable by the Company through the Paying Agent to the Depositary in immediately available funds.

          Section 2.05. Restrictive Legends.

          (a)     Except as otherwise provided in Section 2.05(e), each Initial Note or Additional Note (other than an Unrestricted Regulation S Global Note) shall bear the Restricted Legend.

          (b)     Each Global Note, whether or not an Initial Note or Additional Note, shall bear the DTC Legend.

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          (c)     Each Restricted Regulation S Global Note shall bear the Restricted Legend.

          (d)     Initial Notes and Additional Notes offered and sold in reliance on Regulation S shall be issued as provided in Section 2.08.

          (e)      (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor rule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of such Note (or a beneficial interest therein) are effected in compliance with the Securities Act; or (ii) after an Initial Note is (x) subject to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) exchanged for an Exchange Note, the Company may, subject to the provision of an Officers’ Certificate and an Opinion of Counsel in accordance with Section 1.2 of the Indenture, instruct the Trustee to cancel such Note and issue t o the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.

          Section 2.06. Transfer Restrictions.

          By its acceptance of any Note bearing the Restricted Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Second Supplemental Indenture and in the Restricted Legend and agrees that it shall transfer such Note only as provided in this Second Supplemental Indenture and the Restricted Legend. The Company and the Trustee as Security Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Second Supplemental Indenture and the Restricted Legend. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Trustee as Security Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant t o an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Trustee shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

          The Trustee shall retain copies of all letters, notices and other written communications received pursuant to the Indenture. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee.

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          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Second Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depositary or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Second Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

          Section 2.07. Restrictions on Transfer and Exchange.

          (a)     The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.07 and Section 3.5 of the Indenture and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

          (b)     Subject to Section 2.07(c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements, if any, described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Note	U.S. Global Note	(i)
U.S. Global Note	Regulation S Global Note	(ii)
Certificated Note	Certificated Note	(iii)
Regulation S Global Note	U.S. Global Note	(iv)
Regulation S Global Note	Regulation S Global Note	(i)

          (i)      No certification is required.

          (ii)     The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate.

          (iii)     The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States;

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provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (1) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (2) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee shall deliver a Certificated Note that does not bear the Restricted Legend.

          (iv)     The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

          (c)     No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note (or beneficial interest) is (i) eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause an Opinion of Counsel and any other reasonable certifications and evidence in order to support such certificate; or (ii) (x) subject to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwis e, or (y) exchanged for an Exchange Note.

Any Certificated Note delivered in reliance upon this Section 2.07(c) shall not bear the Restricted Legend.

          (d)     The Trustee shall retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company shall have the right to inspect and make copies thereof at any reasonable time upon reasonable prior written notice to the Trustee.

Section 2.08. Restricted Regulation S Global Notes.

          (a)     Each Note originally issued in reliance upon Regulation S shall be evidenced by one or more Regulation S Global Notes that bear the Restricted Legend.

          (b)     An owner of a beneficial interest in a Restricted Regulation S Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee shall accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee shall not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such beneficial interest, the Trustee shall cause such beneficial interest to be exchanged for an equivalent beneficial interest in an Unrestricted Regulation S

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Global Note, and shall (x) permanently reduce the principal amount of such Restricted Regulation S Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Unrestricted Regulation S Global Note by the amount of such beneficial interest.

          Section 2.09. Additional Interest.

          If Additional Interest is required to be paid with respect to any Notes, the Interest Rate borne by such Notes shall be increased as provided in the Registration Rights Agreement.

          The Company shall deliver to the Trustee, and Paying Agent, if the Trustee shall not then be acting as Paying Agent, within five calendar days of the date on which Additional Interest is required to be paid with respect to any Notes, an Officers’ Certificate stating that such Additional Interest has become payable with respect to the Notes.

          Additional Interest shall, for the purposes of the Notes, constitute interest under the Indenture, including for purposes of this Second Supplemental Indenture and any Note.

          Section 2.10. Miscellaneous.

          The Notes are not a deposit or other obligation of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other federal agency.

ARTICLE 3
REDEMPTION OF THE NOTES

          Section 3.01. No Optional Redemption. The Notes will not be redeemable by the Company, in whole or in part.

          Section 3.02. No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

ARTICLE 4

DEFEASANCE AND COVENANT DEFEASANCE

          Section 4.01 Defeasance and Covenant Defeasance. The Notes shall be subject to defeasance and covenant defeasance at the option of the Company in accordance with the terms and conditions set forth in Article 4 of the Indenture.

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ARTICLE 5
EVENTS OF DEFAULT

          Section 5.01. Events of Default. (a) Section 5.1 of the Indenture is hereby amended with respect to the Notes by deleting clauses (3), (5) and (8) thereof.

          Section 5.02. Acceleration of Maturity; Rescission and Annulment. Section 5.2 of the Indenture is hereby amended with respect to the Notes by deleting the first, third and fourth paragraphs thereof. Neither the Indenture nor any Note permits the Trustee or the Holders to accelerate all or any portion of the principal of and accrued interest on the Notes upon the occurrence of any Event of Default other than upon an Event of Default specified in clause (6) or (7) of Section 5.1 of the Indenture. If an Event of Default other than an Event of Default specified in clause (6) or (7) of Section 5.1 of the Indenture occurs, the Trustee may demand payment of amounts then due and payable on the affected Notes and, in its discretion, proceed to enf orce any covenant. However, upon an Event of Default other than an Event of Default specified in clause (6) or (7) of Section 5.1 of the Indenture, the Trustee may not act to accelerate the outstanding principal amount of or accrued interest on the affected Notes.

          Section 5.03. Limitations on Suits. Section 5.7 of the Indenture is hereby amended with respect to the Notes by deleting clauses (3), (4) and (5) and adding the following clauses in the places thereof:

          “(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series;”

          Section 5.04. Limitation on Instructions by Holders. Section 5.12 of the Indenture is hereby amended with respect to the Notes by deleting clause (3) and adding the following clause in the place thereof:

          (3) the trustee may decline to act if such direction would involve the Trustee in personal liability;”

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ARTICLE 6
COVENANTS

          Section 6.01. Certain Covenants Not Applicable. Article 10 of the Indenture is hereby amended with respect to the Notes by deleting Section 10.4 (Limitations on Pledges and Liens), Section 10.6 (Waiver of Certain Covenants) and Section 10.8 (Limitation on Indebtedness).

          Section 6.02. Posting of Financial Statements. Article 10 of the Indenture is hereby supplemented with respect to the Notes by the following additional covenant of the Company:

          If at any relevant time or for any relevant period, the Company is not a reporting company under the Exchange Act, then for any such relevant dates and periods the Company shall prepare and post on its Web site at www.cit.com the financial statements that it would have been required to file with the SEC had it continued to be a reporting company under the Exchange Act, in each case on or before the dates that the Company would have been required to file such financial statements had the Company continued to be a “large accelerated filer” within the meaning of Rule 12b-2 under the Exchange Act.

ARTICLE 7
SUBORDINATION

          Section 7.01. Definition of Senior Indebtedness. Solely for the purposes of the Notes, the definition of “Senior Indebtedness” in the Indenture is hereby deleted and replaced by the following definition:

“Senior Indebtedness” means, solely with respect to any Notes issued by the Company under this Second Supplemental Indenture, (a) all Indebtedness of the Company (including Indebtedness of others guaranteed by the Company), whether outstanding on the date of the Second Supplemental Indenture or thereafter created, incurred or assumed, which is (i) for money borrowed or (ii) evidenced by a note or similar instrument including in connection with the acquisition of any businesses, properties or assets of any kind; (b) whether outstanding on the date of the Second Supplemental Indenture or thereafter created, incurred or assumed, any (i) obligation of the Company under direct credit substitutes (as defined in 12 C.F.R. Part 225, Appendix A), (ii) obligation of, or any such obligation directly or indirectly guaranteed by, the Company for purchased money or funds, (iii) deferred obligation of, or any such obligation directly or indirectly guaranteed by, the Company incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar instrument given in connection therewith, or (iv) obligation of the Company to make payment pursuant to the terms of financial instruments such as (A) securities contracts and foreign currency exchange contracts, (B) derivative

13

instruments, such as swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts and commodity options contracts and (C) financial instruments similar to those set forth in (iv)(A) or (iv)(B) above; and (c) any amendments, renewals, extensions or modifications of any such Indebtedness or obligation, unless in any case in the instrument creating or evidencing any such Indebtedness or obligation or pursuant to which the same is outstanding it is provided that such Indebtedness or obligation is not superior in right of payment to the Notes or is to rank pari passu with or subordinate to the Notes. Senior Indebtedness does not in clude the Company’s 6.10% Junior Subordinated Notes due March 15, 2067.

          Section 7.02 Default on Senior Indebtedness. Solely for purposes of the Notes, Section 16.2 of the Indenture is hereby amended by deleting the first paragraph of such Section and inserting the following in its place:

In the event and during the continuation of any default by the Company in the payment of principal (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period, or in the event that any event of default with respect to any Senior Indebtedness permits the acceleration of the maturity of that Senior Indebtedness, or if any judicial proceeding is pending with respect to the default in payment or event of default of such Senior Indebtedness, no payment on the principal of (or premium, if any) or interest on the Notes will be made unless and until the event of default has been cured or waived and the acceleration rescinded or annulled.

          Section 7.03 Liquidation; Dissolution; Bankruptcy. Solely for purposes of the Notes, Section 16.3 of the Indenture is hereby amended by deleting the first paragraph of such Section and inserting the following in its place:

Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation, assignment for the benefit of creditors or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due upon all Senior Indebtedness with respect to the Notes shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, and premium or interest, if any, on, the Notes; and upon any such dissolution, winding-up, liquidation, assignment for the benefit of creditors or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or charac ter, whether in cash, property or securities, which the Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article 16, shall be paid by the Company or by any receiver, trustee in

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bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Notes or to the Trustee. If the Notes are accelerated in response to an Event of Default specified in clause (6) or (7) of Section 5.1, all Holders of Senior Indebtedness will be entitled to receive payment in full of all amounts due before the Holders of Notes will be entitled to receive any payment of principal or interest on their Notes.

ARTICLE 8
MISCELLANEOUS

          Section 8.01. Ratification of Indenture. The Indenture, as amended and supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

          Section 8.02. Trust Indenture Act Governs. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Second Supplemental Indenture, such provision of the Trust Indenture Act shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded, as the case may be.

          Section 8.03. Governing Law. This Second Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State applicable to contracts made and to be performed entirely within said State.

          Section 8.04. Separability. In case any one or more of the provisions contained in this Second Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such

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invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental Indenture or of the Notes; this Second 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 8.05. Counterparts. This Second 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.

          Section 8.06. Recitals. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Notes. The recitals and statements herein and in the Notes (except in the Trustee’s certificate of authentication) are deemed to be those of the Company and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first written.

                                                                                                                                            CIT GROUP INC.

                                                                                                                                            By:  /s/ Glenn A. Votek             &nb sp;                     
                                                                                                                                            Name: Glenn A. Votek
                                                                                                                                            Title:    Executive Vice President,
                                                                                                                                                       and Treasurer

                                                                                                                                            THE BANK OF NEW YORK MELLON
                                                                                                                                            as Trustee

                                                                                                                                            By: /s/ Larry O'Brien              &n bsp;                
                                                                                                                                            Name:  Larry O'Brien
                                                                                                                                            Title:    Vice President

     EXHIBIT A

(FORM OF FACE OF NOTE)

CIT GROUP INC.

12.00% Subordinated Notes due December 18, 2018

No.

$__________

CUSIP No.  ____________

CIT GROUP INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of _________dollars ($_______) on December 18, 2018 (the “Final Maturity”). Notwithstanding the preceding sentence, in the event that the Final Maturity is not a Business Day, then the Final Maturity will be the next succeeding day which is a Business Day. The Company further promises to pay interest on said principal sum from Dece mber 24, 2008 or from the most recent interest payment date to which interest has been paid or duly provided for. Each outstanding Note will bear interest at the per annum rate of 12.00% (the “Interest Rate”) payable semi-annually in arrears on June 18 and December 18 of each year (including the Final Maturity) (each such date, an “Interest Payment Date”), commencing on June 18, 2009, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at such interest rate, compounded semi-annually. The amount of interest payable (including any Additional Interest) for any full Interest Payment Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less than a thirty-day month, the actual number of days elapsed per thirty-day month. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point. Interest will accrue and compound semi-annually at the Interest Rate from and including the date of initial issuance or the last Interest Payment Date in respect of which interest has been paid or duly provided for, as applicable, to, but not including, the next succeeding Interest Payment Date on which the interest is actually paid or the Final Maturity, as the case may be. If any Interest Payment Date is not a Business Day, then payment of the interest payable on such Interest Payment Date shall be made on the ne xt succeeding day that is a Business Day, without any interest or other payment in respect of any such delay. If this Note has been issued upon transfer of, or exchange for, or in replacement of a predecessor Note, interest on this Note shall accrue from the last Interest Payment Date to which interest was paid on such predecessor Note or, if no interest was paid on any such

predecessor Note, from December 24, 2008. The interest (including Additional Interest and Compounded Interest) on this Note shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States. Payment of the principal of, and interest, if any, on this Note due to the Holder hereof at Final Maturity will be made in U.S. dollars, in immediately available funds, upon surrender of this Note to the Company, the Corporate Trust Office or Paying Agent.

          The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each Holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.

          This Note is not a deposit or other obligation of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other federal agency.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: December 24, 2008

                                                                                               CIT GROUP INC.

                                                                                                                        By:                                        
                                                                                                 Name:
                                                                                               Title:

Attest:
                                                 
Name:
Title:

          This is one of the Notes of the series designated in the within-mentioned Indenture.

                                                                                                                                   THE BANK OF NEW YORK MELLON

                                                                                                                                  By:                            & nbsp;               
                                                                                                                            Authorized Signatory

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[REVERSE OF NOTE]

          This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an Indenture, dated as of January 20, 2006 (as amended and supplemented, the “Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of January 31, 2007, and further amended and supplemented by a Second Supplemental Indenture, dated as of December 24, 2008, between the Company and the Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $ 1,149,007,000.

          All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

          The Notes are not entitled to the benefit of any sinking fund.

          If an Event of Default specified in clause (6) or (7) of Section 5.1 of the Indenture shall occur and be continuing, the unpaid principal amount of and accrued interest on the Notes shall ipso facto become and be immediately due and payable. Neither the Indenture nor this Note permits the Holders to accelerate all or any portion of the principal amount of and accrued interest on the Notes upon the occurrence of any Event of Default other than upon an Event of Default specified in clause (6) or (7) of Section 5.1 of the Indenture. If an Event of Default other than an Event of Default specified in clause (6) or (7) of Section 5.1 of the Indenture occurs, the Trustee may demand payment of amounts then due and payable on this Note and, in its discretion, proceed to enforce any covenant. However, upon an Event of Default other than an Event of Default specified in clause (6) or (7) of Sect ion 5.1 of the Indenture, the Trustee may not act to accelerate the outstanding principal amount of or accrued interest on this Note.

          The Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth in the Indenture.

          The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of not less than a majority

A-4

in principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Note shall be conclusive and binding upon such Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest (including any Additional Interest) on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

          The Notes are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of tran sfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge payable in connection therewith.

          The Bank of New York Mellon will initially act as Paying Agent. The Company may appoint and change any Paying Agent without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent.

          Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

          No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or

A-5

otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

          The Company agrees and, by its acceptance of this Note or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Note agrees to treat this Note as indebtedness for United States federal, state and local tax purposes.

          This Note shall not be valid or become obligatory for any purpose until the Trustee’s certificate of authentication hereon shall have been signed by an authorized officer of the Trustee or its duly authorized agent under the Indenture.

          In addition to the rights provided to Holders of Notes under the Indenture, Holders shall have all the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest.

          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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[FORM OF TRANSFER NOTICE]

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

____________________________________________________________________________
____________________________________________________________________________
                   Please print or typewrite name and address including zip code of assignee

____________________________________________________________________________
____________________________________________________________________________
           the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer such Note on the books of the Company with full power of substitution in the premises.

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[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]

            In connection with any transfer of this Note occurring prior to the first anniversary of the last date of original issuance of the Notes, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

¨         (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended, and certification in the form of Exhibit E to the Indenture is being furnished herewith.

¨         (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith.

or

¨        (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

           If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:______________________

	Seller
	By____________________________________
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-8

Signature Guarantee:¹ ________________________________

                                 By______________________________
                                 To be executed by an executive officer

___________________________

     ¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Regi strar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-9

Schedule I
[Include as Schedule I only for a Global Note]
SCHEDULE OF EXCHANGES OF GLOBAL NOTES

CIT Group Inc.
12.00% Subordinated Notes due 2018

No. [    ]

The following exchanges of a part of this Global Note have been made:

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

A-10

EXHIBIT B

RESTRICTED LEGEND

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     (i)     REPRESENTS THAT IT (A)(I)(a) IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) AND (b) IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR (II) IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (B)(I) IT IS NOT A PLAN AND NO PORTION OF THE ASSETS USED TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES ASSETS OF ANY PLAN OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS;

     (ii)     AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; AND

     (iii)   AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (ii)(D) OR (ii)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.

B-2

EXHIBIT C

DTC LEGEND

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EXHIBIT D

Regulation S Certificate

               ,                    

The Bank of New York Mellon
101 Barclay Street, Floor 8W
New York, NY 10286

          Re:       CIT Group Inc.
                      12.00% Subordinated Notes due 2018 (the “Notes”) Issued under the Indenture, dated as of January 20, 2006 
                      (as supplemented and amended, the “Indenture”), as supplemented by the First Supplemental Indenture thereto,
                      dated as of January 31, 2007, and the Second Supplemental Indenture thereto relating to the Notes, 
                      dated as of December 24,  2008

Dear Sirs:

     Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

     [CHECK A OR B AS APPLICABLE.]

¨   A.	This Certificate relates to our proposed transfer of $____ principal amount of Notes issued under the Indenture. We hereby certify as follows:
	1.	The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(g)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.
	2.	Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and

		neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
	3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.
	4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
	5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.
¨   B.	This Certificate relates to our proposed exchange of $____ principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. We hereby certify as follows:
	1.	At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by the Company for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(g)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
	2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not prearrange the transaction in the United States.
	3.	The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

D-2

          You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

                         Very truly yours,

[NAME OF SELLER (FOR
TRANSFERS) OR OWNER (FOR
EXCHANGES)]

By:                                                  
      Name:
      Title:
      Address:

Date:                                               

D-3

EXHIBIT E

Rule 144A Certificate

                              , 

The Bank of New York Mellon
101 Barclay Street, Floor 8W
New York, NY 10286

          Re:       CIT Group Inc.
                      12.00% Subordinated Notes due 2018 (the “Notes”) 
                      Issued under the Indenture, dated as of January 20, 2006 (as
                      supplemented and amended, the “Indenture”), as supplemented by 
                      the First Supplemental Indenture thereto, dated as of January 31,
                      2007, and the Second Supplemental Indenture thereto relating to
                      the Notes, dated as of December 24, 2008

Ladies and Gentlemen:

          This Certificate relates to:

          [CHECK A OR B AS APPLICABLE.]

¨  A.	Our proposed purchase of $           principal amount of Notes issued under the Indenture.
¨  B.	Our proposed exchange of $            principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

          We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with the Company (or such accounts, if applicable), as of           , 20         , which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any

interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

                         Very truly yours,

[NAME OF PURCHASER (FOR
TRANSFERS) OR OWNER (FOR
EXCHANGES)]

By:
Name:
Title:
Address:

Date:

E-2

EXHIBIT F

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

Certificate of Beneficial Ownership

The Bank of New York Mellon
101 Barclay Street, Floor 8W
New York, NY 10286

[Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR

[Clearstream Banking S.A.]

          Re:         CIT Group Inc.
                       12.00% Subordinated Notes due 2018 (the “Notes”) 
                       Issued under the Indenture, dated as of January 20, 2006  (as 
                       supplemented and amended, the “Indenture”), as supplemented by 
                       the First Supplemental Indenture thereto, dated as of January 31, 
                       2007, and the Second Supplemental Indenture thereto relating to 
                       the Notes, dated as of December 24, 2008

Ladies and Gentlemen:

We are the beneficial owner of $____ principal amount of Notes issued under the Indenture and represented by a Restricted Regulation S Global Note (as defined in the Indenture).

We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]
¨   A.	We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).
¨   B.	We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

                                    [NAME OF BENEFICIAL OWNER]

                     By:  Name:
Title: 
      Address:

Date:

F-2

[FORM II]

Certificate of Beneficial Ownership

The Bank of New York Mellon
101 Barclay Street, Floor 8W
New York, NY 10286

           Re:      CIT Group Inc.
                      12.00% Subordinated Notes due 2018 (the “Notes”) 
                      Issued under the Indenture, dated as of January 20, 2006 (as 
                      supplemented and amended, the “Indenture”), as supplemented by 
                      the First Supplemental Indenture thereto, dated as of January 31, 
                      2007, and the Second Supplemental Indenture thereto relating to 
                      the Notes, dated as of December 24, 2008

Ladies and Gentlemen:

          This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations (“Member Organizations”) appearing in our records as persons being entitled to a portion of the principal amount of Notes represented by a Restricted Regulation S Global Note issued under the above-referenced Indenture, that as of the date hereof, $               principal amount of Notes represented by the Restricted Regulation S Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securiti es Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

          We further certify that (i) we are not submitting herewith for exchange any portion of such Restricted Regulation S Global Note excepted in such Member Organization certifications and (ii) as of the date here of we have not received any notification from any Member Organization to the effect that the statements made by such Member Organization with respect to any portion of such Restricted Regulation S Global Note submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

          You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

                             Yours faithfully,

                                                                 [EUROCLEAR BANK S.A./N.V., as

F-3

                                                              operator of the Euroclear System]

                                                              OR

                                                                      [CLEARSTREAM BANKING S.A.]

                                                                           By:                                     Name: 
                                Title: 
                                     Address:

Date: 

F-4

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT dated December 24, 2008 (the “Agreement”) is entered into by and between CIT Group Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).

     The Company and Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (the “Dealer Managers”) are parties to the Dealer Manager Agreement dated as of November 17, 2008 (the “Dealer Manager Agreement”), relating to the Company’s offer to exchange (the “Subordinated Notes Exchange”) up to $1,700,000,000 aggregate principal amount of the Company’s securities identified on Sched ule A thereto (the “Old Notes”), for up to $550,000,000 in cash and up to $1,150,000,000 principal amount of the Company’s 12% Subordinated Notes due 2018 (the “New Securities”). As an inducement to the holders of the Old Notes to participate in the Subordinated Notes Exchange, the Company has agreed to provide to the Holders the registration rights set forth in this Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

     1.      Definitions. As used in this Agreement, the following terms shall have the following meanings:

     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

     “Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

     “Dealer Manager” shall have the meaning set forth in the preamble.

     “Dealer Manager Agreement” shall have the meaning set forth in the preamble.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

     “Exchange Date” shall have the meaning set forth in Section 2(a)(ii) hereof.

     “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

     “Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all

amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “Exchange Securities” shall mean the subordinated notes issued by the Company under the Indenture containing terms identical to the New Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of New Securities in exchange for New Securities pursuant to the Exchange Offer.

     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Exchange Securities.

     “Holders” shall mean the holders of Old Notes that participated in the Subordinated Notes Exchange and received the New Securities pursuant thereto, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Section 4 and Section 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

     “Indenture” shall mean the Indenture relating to the New Securities dated as of January 20, 2006, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, as supplemented by the First Supplemental Indenture, dated as of January 31, 2007 and the Second Supplemental Indenture, dated as of December 24, 2008, as may be amended or supplemented from time to time in accordance with the terms thereof.

     “Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional New Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional New Securities and the

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Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

     “New Securities” shall have the meaning set forth in the preamble.

     “Old Notes” shall have the meaning set forth in the preamble.

     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

     “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

     “Registrable Securities” shall mean the New Securities; provided that the New Securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to such New Securities has become effective under the Securities Act and such New Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) such New Security is sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, (iii) such New Security can be sold in its entirety pursuant to the last sentence of Rule 144(b)(1)(i) promulgated under the Securities Act, or any successor rule, and the Company has removed, or caused the removal of, any restrictive legend on the New Securities or (iv) such New Securities cease to be outstanding.

     “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters and, in the case of a Shelf Registration Statement, one counsel for the Holders, in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Regi stration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv)

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all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee (including the reasonable fees and disbursements of its counsel), (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or “comfort” letters required by, or incident to, the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and tr ansfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

     “Registration Statement” shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “SEC” shall mean the United States Securities and Exchange Commission.

     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

     “Staff” shall mean the staff of the SEC.

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     “Subordinated Notes Exchange” shall have the meaning set forth in the preamble.

     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.

     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

     “Trustee” shall have the meaning set forth in the preamble, or any successor trustee with respect to the New Securities under the Indenture.

     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.

     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

     2.      Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company shall use its reasonable best efforts to (i) cause to be filed with the SEC as soon as practicable after the date of this Agreement, an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 120 days after the date of this Agreement and to have such Registration Statement remain effective until the completion of the Exchange Offer. The C ompany shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use its reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date.

     The Company shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly
	withdrawn will be accepted for exchange;
(ii)	the date of acceptance for exchange (which shall be at least 20 Business Days from the date such notice is mailed) (the “Exchange Date”);
(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this
	Agreement, except as otherwise specified herein;

5

(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such
	Registrable Security, together with the appropriate letters of transmittal, to the institution at the address (located in the Borough of Manhattan,
	The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable
	procedures of the depositary for such Registrable Security, in each case prior to the close of business on the Exchange Date; and
(v)	that any Holder will be entitled to withdraw its election, not later than the close of business on the Exchange Date by (A) sending to the institution
	and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice: a telegram, telex, facsimile transmission
	or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such
	Holder is withdrawing its election to have such Registrable Securities exchanged or (B) effecting such withdrawal in compliance with the applicable
	procedures of the depositary for the Registrable Securities.

     As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make a vailable a Prospectus) to purchasers in connection with any resale of such Exchange Securities.

	As soon as practicable after the Exchange Date, the Company shall:
(i)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer;
(ii)	deliver or cause to be delivered to the Trustee for cancellation, all Registrable Securities or portions thereof so accepted for exchange by the Company; and
(iii)	issue, and cause the Trustee to promptly authenticate and deliver to each Holder Exchange Securities in principal amount equal to the principal
	amount of the Registrable Securities tendered by such Holder.

     The Company shall use its reasonable best efforts to complete the Exchange Offer as provided above and to comply with the applicable requirements of the Securities Act,

6

the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

     (b)     In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by on or prior to the 180th calendar day after the date of this Agreement or (iii) upon receipt of a written request (a “Shelf Request”) prior to the 20th day following consummation of the Exchange Offer from any Holder representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company shall use its reasonable best eff orts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.

     In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of the Registrable Securities held by the Holders after completion of the Exchange Offer.

     The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for one year or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company further agrees to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to informa tion relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after it is used or filed with the SEC.

     (c)     The Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

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     (d)     An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

     In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective on or prior to the 180^th calendar day after the date of this Agreement (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, any such increase remaining in effect only until either the earlier of the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective or the New Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not become effective by the later of (x) 180 days after the date of this Agreement or (y) 90 days after the delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, any such increase remaining in e ffect only until either the Shelf Registration Statement becomes effective or the New Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum.

     If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, commencing on the 31^st day in such 12-month period and any such increase would end on the earlier of such date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable, up to a maximum increase of 1.00% per annum.

     (e)     Without limiting the remedies available to the Trustee and the Holders, the Company acknowledges (i) that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, (ii) that it will not be possible to measure damages for such injuries precisely and (iii) that in the event of any

8

such failure, the Trustee or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.

     (f)     The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

     3.     Registration Procedures.

     (a)     In connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall use its reasonable best efforts to:

     (i)     prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, (w) such form shall be selected by the Company, (x) such form shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof, (y) such Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith and (z) cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

     (ii)     prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of, and Rule 174 under, the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

     (iii)     in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company consents to the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

9

     (iv)     register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that the Company shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction, or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

     (v)     notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) (i) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or (ii) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in s uch Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate;

   (vi)     obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of

10

any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form at the earliest possible moment, and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;

     (vii)     in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

     (viii)     in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

     (ix)     in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and su ch Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission;

     (x)     a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Holders and their counsel and make such of the representatives of the Company as shall be reasonably requested by the Holders or their counsel available for discussion of such document; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus, of which the Holders and their counsel shall not have previously been advised and furnished a copy or to which the Holders or their counsel shall object;

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     (xi)     obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

     (xii)     cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

     (xiii)     in the case of a Shelf Registration, make available for inspection by a representative of the Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such In spector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;

     (xiv)     in the case of a Shelf Registration, cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

     (xv)     if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein if such information is required by the rules and regulations of the SEC and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing; and

12

     (xvi)     in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwri ters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and the Underwriter of the Registrable Securities, such letters to be in customary form and covering matters of the type custom arily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

     (b)     In the case of a Shelf Registration Statement, the Company may require each Holder to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder as the Company may from time to time reasonably request in writing.

     (c)     In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(v)(3), 3(a)(v)(4)(ii) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof, and, if so directed by the Company, such Holder

13

will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

     (d)     If the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company shall make reasonable best efforts to give such notice only twice during any 365-day period, to limit any such suspensions to 30 days for each suspension and to avoid effecting more than two suspensions during any 365-day period.

     (e)     The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering.

     4.     Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for New Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

     The Company understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

     (b)     In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement) in order to expedite or facilitate the disposition of any Exchange Securities by Participating

14

Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver (or, to the extent permitted by law, make available) such Prospectus during such period in connection with the resales contemplated by this Section 4.

     (c)     The Participating Broker-Dealers shall have no liability to the Company or any Holder with respect to any request for an amendment or supplement to the Prospectus that they may make pursuant to Section 4(b) above.

     5.     Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Dealer Manager, the Trustee and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Dealer Manager, the Trustee or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any issuer free writing prospectus (as defined in Rule 433(h) under the Securities Act) used in violation of this Agreement or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Dealer Manager or any Holder furnished to the Company in writing through the Trustee or any Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

     (b)     Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Dealer Managers, the Trustee and the other selling Holders, the directors of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls the Company, any Dealer Manager, the Trustee and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities

15

that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement and any Prospectus.

     (c)     If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indem nification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual conflicts of interest between them, provided that in any such case of clauses (i) through (iv), the Indemnifying Person would only be responsible for the reasonable fees and expenses of such counsel(s). It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Dealer Manager, its affiliates, directors and officers and any control Persons of such Dealer Manager shall be designated in writing by the Dealer Managers, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases sh all be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or denied, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify

16

each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or denied, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d)     If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering of the New Securities and the Exchange Securities, on the one hand, and by the Holders from receiving the New Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to r eflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e)     The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Hol der be required to contribute any amount in excess of the amount by which the total price at which the New Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be

17

entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

     (f)     The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

     (g)     The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers, the Trustee, or any Holder or any Person controlling any Dealer Manager, the Trustee or any Holder, or by or on behalf of the Company or the officers or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

     6.     General.

     (a)     No Inconsistent Agreements. The Company represents, warrants and agrees that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company under any other agreement and (ii) the Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

     (b)     Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof s hall be effective as against any Holder unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

     (c)     Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and (ii) if to the Company:

                                                CIT Group Inc. 
1 CIT Drive

18

Livingston, New Jersey 07039 
Telecopy No.: (212) 771-9405 
Attention: Legal Department

with a copy to:

Wachtell, Lipton, Rosen & Katz 
51 West 52^nd Street 
New York, New York 10019 
Telecopy No.: (212) 403-2000 
Attention: David E. Shapiro

or (in the case of this clause (ii)) such other address, notice given by the Company in accordance with the provisions of this Section 6(c).

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

     (d)     Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Sec urities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Dealer Managers (in their capacity as Dealer Managers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

     (e)     Third Party Beneficiaries. Each Dealer Manager and each Holder shall be a third party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Trustee, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Dealer Managers or Holders hereunder.

     (f)     Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so

19

executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (g)     Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

     (h)     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH IS WAIVED.

     (j)     Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company and the Trustee shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economi c effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

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

                                                                                                CIT GROUP INC.

                                                                                                By:  /s/  Glenn A. Votek      
                                                                                                Name:   Glenn A. Votek
                                                                                                Title:      Executive Vice President,
                                                                                                             and Treasurer

Confirmed and accepted as of the date first above written:

THE BANK OF NEW YORK MELLON
  as Trusste

By: /s/        Larry O'Brien          
    Name:    Larry O'Brien
    Title:      Vice President