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): October 7, 2009 (October 1, 2009)

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-31369
(Commission File Number) 65-1051192
(IRS Employer
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 registrant under any of the following provisions:

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

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

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

o     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 October 1, 2009, CIT Group Inc. (the “Company”), the guarantors named therein (the “Guarantors”) and The Bank of New York Mellon, as trustee, entered into the following supplemental indentures:

• First Supplemental Indenture, dated as of October 1, 2009, to the indenture, dated as of August 26, 2002, between the Company, The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A.), as trustee, and The Bank of New York Mellon (as successor to Bank One, N.A., London Branch), as London paying agent and London calculation agent;

• First Supplemental Indenture, dated as of October 1, 2009, to the indenture, dated as of October 29, 2004, between the Company and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, National Association), as trustee;

• Third Supplemental Indenture, dated as of October 1, 2009, to the 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 supplemented by the first supplemental indenture, dated as of February 13, 2007 and second supplemental indenture, dated as of October 23, 2007);

• Third Supplemental Indenture, dated as of October 1, 2009, to the 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 supplemented by the first supplemental indenture, dated as of January 31, 2007 and the second supplemental indenture, dated as of December 24, 2008);

• Fourth Supplemental Indenture, dated as of October 1, 2009, to the indenture, dated as of June 2, 2006, between the Company, The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee, and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A., London branch), as issuing and paying agent, calculation agent and authenticating agent (as supplemented by the first supplemental indenture, dated as of February 27, 2007, the second supplemental indenture, dated as of March 1, 2007 and the third supplemental indenture, dated as of March 1, 2007); and

• Fourth Supplemental Indenture, dated as of October 1, 2009, to the indenture, dated as of September 24, 1998, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) as trustee (as supplemented by the first supplemental indenture, dated as of June 1, 2001, the second supplemental indenture dated as of February 14, 2002 and third supplemental indenture dated as of July 2, 2002).

On October 1, 2009, CIT Group Funding Company of Delaware LLC (“Delaware Funding”), the Company, as a guarantor, the Guarantors and The Bank of New York Mellon, as trustee, entered into the following supplemental indentures:

• First Supplemental Indenture, dated as of October 1, 2009, to the indenture, dated as of November 1, 2006, among the Company, as issuer, CIT Group Inc., as guarantor, and The Bank of New York, as trustee; and

• First Supplemental Indenture, dated as of October 1, 2009, to the indenture, dated as of May 31, 2005, among the Company, as issuer, CIT Group Inc. as a guarantor, and The Bank of New York Mellon (as successor to JPMorgan Chase Bank), as trustee.

Under each of the supplemental indentures, the notes that became subject to the Company’s and Delaware Funding’s current exchange offers (the “Notes”), and that were issued under the indentures being supplemented, were provided guarantees of the principal, premium, if any, and interest on the Notes, and other monetary obligations under the indentures, by all of the Company’s current domestic wholly owned subsidiaries, with the exception of Delaware

Funding, CIT Bank and other regulated subsidiaries, special purpose entities and immaterial subsidiaries. Each of the guarantees relates to all Notes issued under the indenture being supplemented. The maximum aggregate liability of each Guarantor under each of these guarantees is limited to an aggregate of $50,000. These guarantees are subordinate to senior indebtedness as defined in the amended indentures.

The Company, certain of its subsidiaries, Barclays Bank PLC, as administrative agent, and the Requisite Lenders as set forth in the amendment, entered into the Third Amendment to the Amended and Restated Credit and Guaranty Agreement (the “Third Amendment”), which became effective on October 1, 2009, to permit certain subsidiaries of the Company to provide the guarantees described above.

The foregoing summary of the supplemental indentures and the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the supplemental indentures and the Third Amendment, which are attached as Exhibits 4.1 through 4.9, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

          (d) Exhibits:

Exhibit
Number		Description
	4.1	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.2	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.3	Third Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.4	Third Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.5	Fourth Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.6	Fourth Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.7	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Funding Company of Delaware LLC, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.8	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Funding Company of Delaware LLC, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.9	Third Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of September 30, 2009, by and among CIT Group Inc., certain subsidiaries of CIT Group Inc. listed on the signature pages thereto, Barclays Bank PLC, as administrative agent, and the Requisite Lenders listed on the signature pages thereto.

Forward-Looking Statement

          This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements (including statements regarding future financial and operating results) involve risks, uncertainties and contingencies, many of which are beyond CIT’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this document that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. Economic, business, funding market, competitive and/or regulatory factors, among others, affecting CIT’s businesses are examples of factors that could cause actual results to differ materially from those described in the forward-looking statements. More detailed information about these factors are described in CIT’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. CIT is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

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: October 7, 2009

CIT GROUP INC.
By:	/s/  James P. Shanahan
	Name:	James P. Shanahan
	Title:	Senior Vice President & Chief Compliance Officer

EXHIBIT INDEX

Exhibit
No.		Description
	4.1	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.2	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.3	Third Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.4	Third Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.5	Fourth Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.6	Fourth Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.7	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Funding Company of Delaware LLC, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.8	First Supplemental Indenture, dated as of October 1, 2009, by and among CIT Group Funding Company of Delaware LLC, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee.
	4.9	Third Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of September 30, 2009, by and among CIT Group Inc., certain subsidiaries of CIT Group Inc. listed on the signature pages thereto, Barclays Bank PLC, as administrative agent, and the Requisite Lenders listed on the signature pages thereto.

EX-4.1

FIRST SUPPLEMENTAL INDENTURE

          First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (as successor to JPMorgan Trust Company, National Association), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of October 29, 2004 (the “Indenture”), providing for the issuance of certain of the Issuer’s outstanding notes with maturities on or prior to December 15, 2017;

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 9.1 of the Indenture, which does not require the consent of the Holders, the Guarantors desire to enter into this Supplemental Indenture pursuant to which the Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all the notes with maturities on or prior to December 15, 2017 that were issued prior to September 30, 2009 and are outstanding as of such date (the “Guaranteed Notes”) pursuant to the Indenture on the terms and conditions set forth herein (and not any other series of notes);

          WHEREAS, the Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

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          (b) “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Indebtedness of the Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.1(6) and (7) unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. The term “Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Sixteen as follows:

ARTICLE SIXTEEN

NOTE GUARANTEES

          Section 16.01. Guarantee

          (a) Subject to this Article Sixteen, each of the Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1)

the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

(2)

in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

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          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 16.04 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

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          Section 16.02. Limitation on Guarantor Liability

          Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Sixteen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

          Section 16.03. Delivery of Note Guarantee

          Neither the Issuer nor any Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 16.04. Releases

          The Note Guarantee of a Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article Four of this Indenture or satisfaction and discharge of this Indenture in accordance with its terms, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

          Upon any such occurrence specified in this Section 16.04, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

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          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 16.04 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article Sixteen.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Seventeen as follows:

ARTICLE SEVENTEEN

SUBORDINATION OF SECURITIES

          Section 17.01 Agreement to Subordinate.

          Each Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article Seventeen; and each Holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 17.02 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 17.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the Holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the Holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Senior Indebtedness.

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          Section 17.03 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Guarantor or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, which the Holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Guarantor, except for the provisions of this Article Seventeen, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Holders of the GuaranteedNotes 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 Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Holders of such Senior Indebtedness 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, as calculated by the Guarantor, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the Holders of such Senior Indebtedness.

          For purposes of this Article Seventeen, the words “cash, property or securities” shall not be deemed to include shares of stock of any Guarantor as reorganized or readjusted, or securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Seventeen with respect to the GuaranteedNotes to the payment of all Senior Indebtedness with respect to the GuaranteedNotes.

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          Section 17.04 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the Holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the Holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the Holders of such Senior Indebtedness of any cash, property or securities to which the Holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article Seventeen, and no payment over pursuant to the provisions of this Article Seventeen to or for the benefit of the Holders of such Senior Indebtedness by Holders of the GuaranteedNotes or the Trustee, shall, as between such Guarantor, its creditors other than Holders of such Senior Indebtedness, and the Holders of the GuaranteedNotes, be deemed to be a payment by such Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article Seventeen are and are intended solely for the purposes of defining the relative rights of the Holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the Holders of the Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Guarantor, its creditors other than the Holders of Senior Indebtedness with respect to the GuaranteedNotes, and the Holders of the GuaranteedNotes, the obligation of such Guarantor, which is absolute and unconditional, to pay to the Holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders of the GuaranteedNotes and creditors of such Guarantor, other than the Holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the Holders of such Senior Indebtedness in respect of cash, property or securities of such Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee, subject to the provisions of Article Eleven of this Indenture, and the Holders of the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the Holders of Senior Indebtedness with respect to the GuaranteedNotes and other indebtedness of such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

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          Section 17.05 Trustee to Effectuate Subordination.

          Each Holder of Note Guarantees by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Seventeen and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

          Section 17.06 Notice by the Guarantors.

          Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder or Holders of Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 17.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Senior Indebtedness or a trustee on behalf of any such Holder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Seventeen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or

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proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.07 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Seventeen in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other Holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder.

          With respect to the Holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Seventeen, and no implied covenants or obligations with respect to the Holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article Seventeen, the Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Senior Indebtedness and, subject to the provisions of Article Six of this Indenture, the Trustee shall not be liable to any Holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the GuaranteedNotes, any Guarantor or any other Person money or assets to which any Holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article Seventeen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 11.01(a).

          Section 17.08 Subordination May Not Be Impaired.

          No right of any present or future Holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph, the Holders of Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of GuaranteedNotes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the Holders of the GuaranteedNotes to the Holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior

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Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not

10

limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Guarantor
By:
	Authorized Signatory
Capita Colombia Holdings Corp.,  as Guarantor
By:
	Authorized Signatory

12

Capita Corporation,  as Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 13, Inc.,  as Guarantor
By:
	Authorized Signatory

13

CIT China 2, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Guarantor
By:
	Authorized Signatory
CIT Credit Group USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Guarantor
By:
	Authorized Signatory

14

CIT Financial USA, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,  as Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,  as Guarantor
By:
	Authorized Signatory
CIT Holdings, LLC,  as Guarantor
By:
	Authorized Signatory

15

CIT Lending Services Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Guarantor
By:
	Authorized Signatory
CIT Realty LLC,   as Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Guarantor
By:
	Authorized Signatory

16

CIT Technology Financing Services, Inc.,   as Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 2, Inc.,   as Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Guarantor
By:
	Authorized Signatory

17

Hudson Shipping Co., Inc.,   as Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Guarantor
By:
	Authorized Signatory
Student Loan Xpress, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory

18

The CIT Group/Business Credit, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/CmS Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Guarantor
By:
	Authorized Signatory

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The CIT Group/Consumer Finance, Inc. (NY),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Corporate Aviation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Guarantor
By:
	Authorized Signatory

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The CIT Group/FM Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/LsC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Guarantor
By:
	Authorized Signatory

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Schedule A

Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

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NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

23

EX-4.2

FIRST SUPPLEMENTAL INDENTURE

          First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (successor in interest to Bank One Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of August 26, 2002 (the “Indenture”), providing for the issuance of certain of the Company’s outstanding notes with maturities on or prior to December 31, 2018;

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 14.01 of the Indenture, which does not require the consent of the holders, the Guarantors desire to enter into this Supplemental Indenture pursuant to which the Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all the notes with maturities on or prior to December 31, 2018 that were issued prior to September 30, 2009 and are outstanding as of such date (the “Guaranteed Notes”) pursuant to the Indenture on the terms and conditions set forth herein (and not any other series of notes);

          WHEREAS, the Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 14.03 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

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          (b) “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Indebtedness of the Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Sections 7.01(f) and 7.01(g) unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. The term “Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Sixteen as follows:

ARTICLE SIXTEEN

NOTE GUARANTEES

          Section 16.01. Guarantee

          (a) Subject to this Article Sixteen, each of the Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1)

the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

(2)

in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

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          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the holders in enforcing any rights under its Note Guarantee.

          (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant (except as otherwise provided in Section 16.04 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between the Guarantors, on the one hand, and the holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Seven of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the holders under the Note Guarantee.

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          Section 16.02. Limitation on Guarantor Liability

          Each Guarantor, and by its acceptance of Guaranteed Notes, each holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Sixteen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

          Section 16.03. Delivery of Note Guarantee

          Neither the Issuer nor any Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 16.04. Releases

          The Note Guarantee of a Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article Twelve of this Indenture or satisfaction and discharge of this Indenture in accordance with its terms, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

          Upon any such occurrence specified in this Section 16.04, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

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          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 16.04 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article Sixteen.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Seventeen as follows:

ARTICLE SEVENTEEN

SUBORDINATION OF SECURITIES

          Section 17.01 Agreement to Subordinate.

          Each Guarantor, for itself, its successors and assigns, covenants and agrees, and each holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article Seventeen; and each holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 17.02 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 17.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

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          Section 17.03 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Guarantor or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, which the holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Guarantor, except for the provisions of this Article Seventeen, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the holders of the GuaranteedNotes 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 Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness 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, as calculated by the Guarantor, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

          For purposes of this Article Seventeen, the words “cash, property or securities” shall not be deemed to include shares of stock of any Guarantor as reorganized or readjusted, or securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Seventeen with respect to the GuaranteedNotes to the payment of all Senior Indebtedness with respect to the GuaranteedNotes.

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          Section 17.04 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article Seventeen, and no payment over pursuant to the provisions of this Article Seventeen to or for the benefit of the holders of such Senior Indebtedness by holders of the GuaranteedNotes or the Trustee, shall, as between such Guarantor, its creditors other than holders of such Senior Indebtedness, and the holders of the GuaranteedNotes, be deemed to be a payment by such Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article Seventeen are and are intended solely for the purposes of defining the relative rights of the holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the holders of the Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Guarantor, its creditors other than the holders of Senior Indebtedness with respect to the GuaranteedNotes, and the holders of the GuaranteedNotes, the obligation of such Guarantor, which is absolute and unconditional, to pay to the holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the holders of the GuaranteedNotes and creditors of such Guarantor, other than the holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the holders of such Senior Indebtedness in respect of cash, property or securities of such Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee, subject to the provisions of Article Eleven of this Indenture, and the holders of the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness with respect to the GuaranteedNotes and other indebtedness of such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

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          Section 17.05 Trustee to Effectuate Subordination.

          Each holder of Note Guarantees by such holder’s acceptance thereof authorizes and directs the Trustee on such holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Seventeen and appoints the Trustee such holder’s attorney-in-fact for any and all such purposes.

          Section 17.06 Notice by the Guarantors.

          Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a holder or holders of Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Eleven of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 17.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article Eleven of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Seventeen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or

8

proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.07 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Seventeen in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

          With respect to the holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Seventeen, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article Seventeen, the Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article Eleven of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to holders of the GuaranteedNotes, any Guarantor or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article Seventeen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 11.01(a).

          Section 17.08 Subordination May Not Be Impaired.

          No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of GuaranteedNotes, without incurring responsibility to such holders and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the holders of the GuaranteedNotes to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior

9

Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not

10

limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Guarantor
By:
	Authorized Signatory
Capita Colombia Holdings Corp.,  as Guarantor
By:
	Authorized Signatory

12

Capita Corporation,  as Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 13, Inc.,  as Guarantor
By:
	Authorized Signatory

13

CIT China 2, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Guarantor
By:
	Authorized Signatory
CIT Credit Group USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Guarantor
By:
	Authorized Signatory

14

CIT Financial USA, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,  as Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,  as Guarantor
By:
	Authorized Signatory
CIT Holdings, LLC,  as Guarantor
By:
	Authorized Signatory

15

CIT Lending Services Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Guarantor
By:
	Authorized Signatory
CIT Realty LLC,   as Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Guarantor
By:
	Authorized Signatory

16

CIT Technology Financing Services, Inc.,   as Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 2, Inc.,   as Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Guarantor
By:
	Authorized Signatory

17

Hudson Shipping Co., Inc.,   as Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Guarantor
By:
	Authorized Signatory
Student Loan Xpress, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory

18

The CIT Group/Business Credit, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/CmS Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Guarantor
By:
	Authorized Signatory

19

The CIT Group/Consumer Finance, Inc. (NY),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Corporate Aviation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Guarantor
By:
	Authorized Signatory

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The CIT Group/FM Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/LsC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Guarantor
By:
	Authorized Signatory

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Schedule A

Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

22

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

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EX-4.3

THIRD SUPPLEMENTAL INDENTURE

          Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (as successor to JP Morgan Chase Bank, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of January 20, 2006 (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 so supplemented, the “Indenture”), providing for the issuance of certain of the Issuer’s outstanding notes with maturities on or prior to December 15, 2017;

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 9.1 of the Indenture, which does not require the consent of the Holders, the Guarantors desire to enter into this Supplemental Indenture pursuant to which the Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all the notes with maturities on or prior to December 15, 2017 that were issued prior to September 30, 2009 and are outstanding as of such date (the “Guaranteed Notes”) pursuant to the Indenture on the terms and conditions set forth herein (and not any other series of notes);

          WHEREAS, the Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,

1

goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

          (b) “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Guarantor Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Indebtedness of the Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.1(6) and (7) unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. The term “Indebtedness,” when used in the definition of the term “Guarantor Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Seventeen as follows:

ARTICLE SEVENTEEN

NOTE GUARANTEES

          Section 17.01. Guarantee

          (a) Subject to this Article Seventeen, each of the Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

2

(2) in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 17.04 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to

3

seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          Section 17.02. Limitation on Guarantor Liability

          Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Seventeen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 17.01(b), are knowingly made in contemplation of such benefits.

          Section 17.03. Delivery of Note Guarantee

          Neither the Issuer nor any Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 17.04. Releases

          The Note Guarantee of a Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article Four of this Indenture or satisfaction and discharge of this Indenture in accordance with its terms, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

4

          Upon any such occurrence specified in this Section 17.04, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 17.04 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article Seventeen.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Eighteen as follows:

ARTICLE EIGHTEEN

SUBORDINATION OF SECURITIES

          Section 18.01 Agreement to Subordinate.

          Each Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article Eighteen; and each Holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Guarantor’s obligations with respect to the Guarantor Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 18.02 Default on Guarantor Senior Indebtedness.

          In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other amount due on any Guarantor Senior Indebtedness, or in the event that the maturity of any Guarantor Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Guarantor’s obligations with respect to the Guarantor Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the Holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to

5

the extent that the Holders of such Guarantor Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Guarantor Senior Indebtedness.

          Section 18.03 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Guarantor or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Guarantor Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, which the Holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Guarantor, except for the provisions of this Article Eighteen, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Holders of the GuaranteedNotes or by the Trustee under this Indenture if received by them or it, directly to the Holders of such Guarantor Senior Indebtedness (pro rata to such Holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such Holders, as calculated by the Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness, before any payment or distribution is made to the Holders of the GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Guarantor Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Holders of such Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, for application to the payment of all such Guarantor Senior Indebtedness remaining unpaid to the extent necessary to pay such Guarantor Senior Indebtedness in full in money in accordance with its terms, after giving effect

6

to any concurrent payment or distribution to or for the benefit of the Holders of such Guarantor Senior Indebtedness.

          For purposes of this Article Eighteen, the words “cash, property or securities” shall not be deemed to include shares of stock of any Guarantor as reorganized or readjusted, or securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Eighteen with respect to the GuaranteedNotes to the payment of all Guarantor Senior Indebtedness with respect to the GuaranteedNotes.

          Section 18.04 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the Holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the Holders of such Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantors applicable to such Guarantor Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the Holders of such Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of such Guarantor Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article Eighteen, and no payment over pursuant to the provisions of this Article Eighteen to or for the benefit of the Holders of such Guarantor Senior Indebtedness by Holders of the GuaranteedNotes or the Trustee, shall, as between such Guarantor, its creditors other than Holders of such Guarantor Senior Indebtedness, and the Holders of the GuaranteedNotes, be deemed to be a payment by such Guarantor to or on account of such Guarantor Senior Indebtedness. It is understood that the provisions of this Article Eighteen are and are intended solely for the purposes of defining the relative rights of the Holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the Holders of the Guarantor Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article Eighteen or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Guarantor, its creditors other than the Holders of Guarantor Senior Indebtedness with respect to the GuaranteedNotes, and the Holders of the GuaranteedNotes, the obligation of such Guarantor, which is absolute and unconditional, to pay to the Holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders of the GuaranteedNotes and creditors of such Guarantor, other than the Holders of such Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eighteen of the Holders of such Guarantor Senior Indebtedness in respect of cash, property or securities of such Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Eighteen, the Trustee, subject to the provisions of Article Eleven of this Indenture, and the Holders of the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree

7

made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the Holders of Guarantor Senior Indebtedness with respect to the GuaranteedNotes and other indebtedness of such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Eighteen.

          Section 18.05 Trustee to Effectuate Subordination.

          Each Holder of Note Guarantees by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Eighteen and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

          Section 18.06 Notice by the Guarantors.

          Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Eighteen. Notwithstanding the provisions of this Article Eighteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Eighteen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder or Holders of Guarantor Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 18.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Guarantor Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Guarantor Senior Indebtedness or a trustee on behalf of any such Holder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of such Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eighteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Guarantor Senior

8

Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Eighteen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Eighteen, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Eighteen.

          Section 18.07 Rights of the Trustee; Holders of Guarantor Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Eighteen in respect of any Guarantor Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other Holder of such Guarantor Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder.

          With respect to the Holders of Guarantor Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Eighteen, and no implied covenants or obligations with respect to the Holders of such Guarantor Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article Eighteen, the Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Guarantor Senior Indebtedness and, subject to the provisions of Article Six of this Indenture, the Trustee shall not be liable to any Holder of such Guarantor Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the GuaranteedNotes, any Guarantor or any other Person money or assets to which any Holder of such Guarantor Senior Indebtedness shall be entitled.

          Nothing in this Article Eighteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 11.01(a).

          Section 18.08 Subordination May Not Be Impaired.

          No right of any present or future Holder of any Guarantor Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Guarantor with the terms, provisions and

9

covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph, the Holders of Guarantor Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of GuaranteedNotes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the Holders of the GuaranteedNotes to the Holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS

10

SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

11

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

CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Guarantor
By:
	Authorized Signatory
Capita Colombia Holdings Corp.,  as Guarantor
By:
	Authorized Signatory

12

Capita Corporation,  as Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 13, Inc.,  as Guarantor
By:
	Authorized Signatory

13

CIT China 2, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Guarantor
By:
	Authorized Signatory
CIT Credit Group USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Guarantor
By:
	Authorized Signatory

14

CIT Financial USA, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,  as Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,  as Guarantor
By:
	Authorized Signatory
CIT Holdings, LLC,  as Guarantor
By:
	Authorized Signatory

15

CIT Lending Services Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Guarantor
By:
	Authorized Signatory
CIT Realty LLC,   as Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Guarantor
By:
	Authorized Signatory

16

CIT Technology Financing Services, Inc.,   as Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 2, Inc.,   as Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Guarantor
By:
	Authorized Signatory

17

Hudson Shipping Co., Inc.,   as Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Guarantor
By:
	Authorized Signatory
Student Loan Xpress, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory

18

The CIT Group/Business Credit, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/CmS Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Guarantor
By:
	Authorized Signatory

19

The CIT Group/Consumer Finance, Inc. (NY),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Corporate Aviation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Guarantor
By:
	Authorized Signatory

20

The CIT Group/FM Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/LsC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Guarantor
By:
	Authorized Signatory

21

Schedule A

Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

22

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

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EX-4.4

THIRD SUPPLEMENTAL INDENTURE

          Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (as successor to JP Morgan Chase Bank, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of January 20, 2006 (as supplemented by the first supplemental indenture, dated as of February 13, 2007 and the second supplemental indenture, dated as of October 23, 2007) (as so supplemented, the “Indenture”), providing for the issuance of certain of the Issuer’s outstanding notes with maturities on or prior to December 15, 2017 and the Issuer’s 5.80% Senior Notes due October 1, 2036;

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 9.1 of the Indenture, which does not require the consent of the Holders, the Guarantors desire to enter into this Supplemental Indenture pursuant to which the Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all the notes with maturities on or prior to December 15, 2017 that were issued prior to September 30, 2009 and all of the 5.80% Senior Notes due October 1, 2036 that, in each case, are outstanding as of such date (the “Guaranteed Notes”) pursuant to the Indenture on the terms and conditions set forth herein (and not any other series of notes);

          WHEREAS, the Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,

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goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

          (b) “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Indebtedness of the Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.1(6) and (7) unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. The term “Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Sixteen as follows:

ARTICLE SIXTEEN

NOTE GUARANTEES

          Section 16.01. Guarantee

          (a) Subject to this Article Sixteen, each of the Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

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(2) in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 16.04 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to

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seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          Section 16.02. Limitation on Guarantor Liability

          Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Sixteen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

          Section 16.03. Delivery of Note Guarantee

          Neither the Issuer nor any Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 16.04. Releases

          The Note Guarantee of a Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article Four of this Indenture or satisfaction and discharge of this Indenture in accordance with its terms, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

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          Upon any such occurrence specified in this Section 16.04, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 16.04 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article Sixteen.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Seventeen as follows:

ARTICLE SEVENTEEN

SUBORDINATION OF SECURITIES

          Section 17.01 Agreement to Subordinate.

          Each Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article Seventeen; and each Holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 17.02 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 17.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the Holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the

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Holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Senior Indebtedness.

          Section 17.03 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Guarantor or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, which the Holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Guarantor, except for the provisions of this Article Seventeen, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Holders of the GuaranteedNotes 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 Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Holders of such Senior Indebtedness 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, as calculated by the Guarantor, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the Holders of such Senior Indebtedness.

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          For purposes of this Article Seventeen, the words “cash, property or securities” shall not be deemed to include shares of stock of any Guarantor as reorganized or readjusted, or securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Seventeen with respect to the GuaranteedNotes to the payment of all Senior Indebtedness with respect to the GuaranteedNotes.

          Section 17.04 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the Holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the Holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the Holders of such Senior Indebtedness of any cash, property or securities to which the Holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article Seventeen, and no payment over pursuant to the provisions of this Article Seventeen to or for the benefit of the Holders of such Senior Indebtedness by Holders of the GuaranteedNotes or the Trustee, shall, as between such Guarantor, its creditors other than Holders of such Senior Indebtedness, and the Holders of the GuaranteedNotes, be deemed to be a payment by such Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article Seventeen are and are intended solely for the purposes of defining the relative rights of the Holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the Holders of the Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Guarantor, its creditors other than the Holders of Senior Indebtedness with respect to the GuaranteedNotes, and the Holders of the GuaranteedNotes, the obligation of such Guarantor, which is absolute and unconditional, to pay to the Holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders of the GuaranteedNotes and creditors of such Guarantor, other than the Holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the Holders of such Senior Indebtedness in respect of cash, property or securities of such Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee, subject to the provisions of Article Eleven of this Indenture, and the Holders of the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the Holders of Senior Indebtedness with respect to the

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GuaranteedNotes and other indebtedness of such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.05 Trustee to Effectuate Subordination.

          Each Holder of Note Guarantees by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Seventeen and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

          Section 17.06 Notice by the Guarantors.

          Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder or Holders of Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 17.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Senior Indebtedness or a trustee on behalf of any such Holder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Seventeen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.07 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Seventeen in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other Holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder.

          With respect to the Holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Seventeen, and no implied covenants or obligations with respect to the Holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article Seventeen, the Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Senior Indebtedness and, subject to the provisions of Article Six of this Indenture, the Trustee shall not be liable to any Holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the GuaranteedNotes, any Guarantor or any other Person money or assets to which any Holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article Seventeen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 11.01(a).

          Section 17.08 Subordination May Not Be Impaired.

          No right of any present or future Holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph, the Holders of Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of GuaranteedNotes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the Holders of the Guaranteed

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Notes to the Holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use

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reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Guarantor
By:
	Authorized Signatory
Capita Colombia Holdings Corp.,  as Guarantor
By:
	Authorized Signatory

12

Capita Corporation,  as Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 13, Inc.,  as Guarantor
By:
	Authorized Signatory

13

CIT China 2, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Guarantor
By:
	Authorized Signatory
CIT Credit Group USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Guarantor
By:
	Authorized Signatory

14

CIT Financial USA, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,  as Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,  as Guarantor
By:
	Authorized Signatory
CIT Holdings, LLC,  as Guarantor
By:
	Authorized Signatory

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CIT Lending Services Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Guarantor
By:
	Authorized Signatory
CIT Realty LLC,   as Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Guarantor
By:
	Authorized Signatory

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CIT Technology Financing Services, Inc.,   as Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 2, Inc.,   as Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Guarantor
By:
	Authorized Signatory

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Hudson Shipping Co., Inc.,   as Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Guarantor
By:
	Authorized Signatory
Student Loan Xpress, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory

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The CIT Group/Business Credit, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/CmS Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Guarantor
By:
	Authorized Signatory

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The CIT Group/Consumer Finance, Inc. (NY),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Corporate Aviation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Guarantor
By:
	Authorized Signatory

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The CIT Group/FM Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/LsC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Guarantor
By:
	Authorized Signatory

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Schedule A

Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

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NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

23

EX-4.5

FOURTH SUPPLEMENTAL INDENTURE

          Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (as successor to JP Morgan Chase Bank, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of June 2, 2006 (as supplemented by the first supplemental indenture, dated as of February 27, 2007, the second supplemental indenture, dated as of March 1, 2007 and the third supplemental indenture, dated as of March 1, 2007) (as so supplemented, the “Indenture”), providing for the issuance of certain of the Issuer’s outstanding notes with maturities on or prior to December 15, 2017;

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 9.1 of the Indenture, which does not require the consent of the Holders, the Guarantors desire to enter into this Supplemental Indenture pursuant to which the Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all the notes with maturities on or prior to December 15, 2017 that were issued prior to September 30, 2009 and are outstanding as of such date (the “Guaranteed Notes”) pursuant to the Indenture on the terms and conditions set forth herein (and not any other series of notes);

          WHEREAS, the Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,

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goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

          (b) “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Indebtedness of the Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.1(6) and (7) unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. The term “Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Sixteen as follows:

ARTICLE SIXTEEN

NOTE GUARANTEES

          Section 16.01. Guarantee

          (a) Subject to this Article Sixteen, each of the Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the Guaranteed Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Notes or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the Guaranteed Notes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Guaranteed Notes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the Guaranteed Notes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

2

(2) in case of any extension of time of payment or renewal of any Guaranteed Notes or any of such other obligations, that same will be punctually paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 16.04 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the Guaranteed Notes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to

3

seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          Section 16.02. Limitation on Guarantor Liability

          Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Sixteen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

          Section 16.03. Delivery of Note Guarantee

          Neither the Issuer nor any Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 16.04. Releases

          The Note Guarantee of a Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article Four of this Indenture or satisfaction and discharge of this Indenture in accordance with its terms, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

4

          Upon any such occurrence specified in this Section 16.04, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 16.04 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article Sixteen.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Seventeen as follows:

ARTICLE SEVENTEEN

SUBORDINATION OF SECURITIES

          Section 17.01 Agreement to Subordinate.

          Each Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of Guaranteed Notes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article Seventeen; and each Holder of a Guaranteed Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Guarantor of the Note Guarantees on all Guaranteed Notes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 17.02 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Guarantor with respect to the Note Guarantee on the Guaranteed Notes until such Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 17.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the Holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the

5

Holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Senior Indebtedness.

          Section 17.03 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Guarantor or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Guarantor on account of any Note Guarantee on the Guaranteed Notes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, which the Holders of the Guaranteed Notes or the Trustee would be entitled to receive from such Guarantor, except for the provisions of this Article Seventeen, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Holders of the Guaranteed Notes 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 Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 Guaranteed Notes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Holders of such Senior Indebtedness 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, as calculated by the Guarantor, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the Holders of such Senior Indebtedness.

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          For purposes of this Article Seventeen, the words “cash, property or securities” shall not be deemed to include shares of stock of any Guarantor as reorganized or readjusted, or securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Seventeen with respect to the Guaranteed Notes to the payment of all Senior Indebtedness with respect to the Guaranteed Notes.

          Section 17.04 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the Holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the Holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the Holders of such Senior Indebtedness of any cash, property or securities to which the Holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article Seventeen, and no payment over pursuant to the provisions of this Article Seventeen to or for the benefit of the Holders of such Senior Indebtedness by Holders of the GuaranteedNotes or the Trustee, shall, as between such Guarantor, its creditors other than Holders of such Senior Indebtedness, and the Holders of the Guaranteed Notes, be deemed to be a payment by such Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article Seventeen are and are intended solely for the purposes of defining the relative rights of the Holders of the Note Guarantees of the Guaranteed Notes, on the one hand, and the Holders of the Senior Indebtedness with respect to the Note Guarantees of the Guaranteed Notes on the other hand.

          Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the Guaranteed Notes is intended to or shall impair, as between each Guarantor, its creditors other than the Holders of Senior Indebtedness with respect to the Guaranteed Notes, and the Holders of the Guaranteed Notes, the obligation of such Guarantor, which is absolute and unconditional, to pay to the Holders of the Guaranteed Notes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders of the Guaranteed Notes and creditors of such Guarantor, other than the Holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Guaranteed Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the Holders of such Senior Indebtedness in respect of cash, property or securities of such Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee, subject to the provisions of Article Eleven of this Indenture, and the Holders of the Guaranteed Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Guaranteed Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the Holders of Senior Indebtedness with respect to the

7

Guaranteed Notes and other indebtedness of such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.05 Trustee to Effectuate Subordination.

          Each Holder of Note Guarantees by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Seventeen and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

          Section 17.06 Notice by the Guarantors.

          Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder or Holders of Senior Indebtedness with respect to the Guaranteed Notes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 17.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any Guaranteed Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Senior Indebtedness with respect to the Guaranteed Notes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Senior Indebtedness or a trustee on behalf of any such Holder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Seventeen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.07 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Seventeen in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other Holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder.

          With respect to the Holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Seventeen, and no implied covenants or obligations with respect to the Holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article Seventeen, the Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Senior Indebtedness and, subject to the provisions of Article Six of this Indenture, the Trustee shall not be liable to any Holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the Guaranteed Notes, any Guarantor or any other Person money or assets to which any Holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article Seventeen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 11.01(a).

          Section 17.08 Subordination May Not Be Impaired.

          No right of any present or future Holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph, the Holders of Senior Indebtedness with respect to the Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the Holders of the Guaranteed

9

Notes to the Holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use

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reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Guarantor
By:
	Authorized Signatory
Capita Colombia Holdings Corp.,  as Guarantor
By:
	Authorized Signatory

12

Capita Corporation,  as Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 13, Inc.,  as Guarantor
By:
	Authorized Signatory

13

CIT China 2, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Guarantor
By:
	Authorized Signatory
CIT Credit Group USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Guarantor
By:
	Authorized Signatory

14

CIT Financial USA, Inc.,   as Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,   as Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,   as Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,   as Guarantor
By:
	Authorized Signatory
CIT Holdings, LLC,   as Guarantor
By:
	Authorized Signatory

15

CIT Lending Services Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Guarantor
By:
	Authorized Signatory
CIT Realty LLC,   as Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Guarantor
By:
	Authorized Signatory

16

CIT Technology Financing Services, Inc.,   as Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 2, Inc.,   as Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Guarantor
By:
	Authorized Signatory

17

Hudson Shipping Co., Inc.,   as Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Guarantor
By:
	Authorized Signatory
Student Loan Xpress, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory

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The CIT Group/Business Credit, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/CmS Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Guarantor
By:
	Authorized Signatory

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The CIT Group/Consumer Finance, Inc. (NY),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Corporate Aviation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Guarantor
By:
	Authorized Signatory

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The CIT Group/FM Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/LsC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Guarantor
By:
	Authorized Signatory

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Schedule A

Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

22

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

23

EX-4.6

FOURTH SUPPLEMENTAL INDENTURE

          Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Inc., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of September 24, 1998 (as supplemented by the first supplemental indenture, dated as of June 1, 2001, the second supplemental indenture, dated as of February 14, 2002, and the third supplemental indenture, dated as of July 2, 2002)(as so supplemented, the “Indenture”), providing for the issuance of certain of the Issuer’s outstanding notes with maturities on or prior to December 15, 2017;

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 14.01 of the Indenture, which does not require the consent of the holders, the Guarantors desire to enter into this Supplemental Indenture pursuant to which the Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all the notes with maturities on or prior to December 15, 2017 that were issued prior to September 30, 2009 and are outstanding as of such date (the “Guaranteed Notes”) pursuant to the Indenture on the terms and conditions set forth herein (and not any other series of notes);

          WHEREAS, the Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 14.03 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,

1

goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

          (b) “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Indebtedness of the Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 7.01(f) and 7.01(g) unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. The term “Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Sixteen as follows:

ARTICLE SIXTEEN

NOTE GUARANTEES

          Section 16.01. Guarantee

          (a) Subject to this Article Sixteen, each of the Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

2

(2) in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the holders in enforcing any rights under its Note Guarantee.

          (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 16.04 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between the Guarantors, on the one hand, and the holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Seven of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article Seven of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to

3

seek contribution from the Issuer or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the holders under the Note Guarantee.

          Section 16.02. Limitation on Guarantor Liability

          Each Guarantor, and by its acceptance of Guaranteed Notes, each holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Sixteen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 16.01(b), are knowingly made in contemplation of such benefits.

          Section 16.03. Delivery of Note Guarantee

          Neither the Issuer nor any Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 16.04. Releases

          The Note Guarantee of a Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article Twelve of this Indenture or satisfaction and discharge of this Indenture in accordance with its terms, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

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          Upon any such occurrence specified in this Section 16.04, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 16.04 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article Sixteen.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article Seventeen as follows:

ARTICLE SEVENTEEN

SUBORDINATION OF SECURITIES

          Section 17.01 Agreement to Subordinate.

          Each Guarantor, for itself, its successors and assigns, covenants and agrees, and each holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article Seventeen; and each holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 17.02 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 17.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the

5

holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

          Section 17.03 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Guarantor or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, which the holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Guarantor, except for the provisions of this Article Seventeen, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the holders of the GuaranteedNotes 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 Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness 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, as calculated by the Guarantor, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

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          For purposes of this Article Seventeen, the words “cash, property or securities” shall not be deemed to include shares of stock of any Guarantor as reorganized or readjusted, or securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Seventeen with respect to the GuaranteedNotes to the payment of all Senior Indebtedness with respect to the GuaranteedNotes.

          Section 17.04 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article Seventeen, and no payment over pursuant to the provisions of this Article Seventeen to or for the benefit of the holders of such Senior Indebtedness by holders of the GuaranteedNotes or the Trustee, shall, as between such Guarantor, its creditors other than holders of such Senior Indebtedness, and the holders of the GuaranteedNotes, be deemed to be a payment by such Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article Seventeen are and are intended solely for the purposes of defining the relative rights of the holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the holders of the Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Guarantor, its creditors other than the holders of Senior Indebtedness with respect to the GuaranteedNotes, and the holders of the GuaranteedNotes, the obligation of such Guarantor, which is absolute and unconditional, to pay to the holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the holders of the GuaranteedNotes and creditors of such Guarantor, other than the holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the holders of such Senior Indebtedness in respect of cash, property or securities of such Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee, subject to the provisions of Article Eleven of this Indenture, and the holders of the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness with respect to the

7

GuaranteedNotes and other indebtedness of such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.05 Trustee to Effectuate Subordination.

          Each holder of Note Guarantees by such holder’s acceptance thereof authorizes and directs the Trustee on such holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Seventeen and appoints the Trustee such holder’s attorney-in-fact for any and all such purposes.

          Section 17.06 Notice by the Guarantors.

          Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a holder or holders of Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Eleven of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 17.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article Eleven of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Seventeen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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          Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Seventeen.

          Section 17.07 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Seventeen in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

          With respect to the holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Seventeen, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article Seventeen, the Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article Eleven of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to holders of the GuaranteedNotes, any Guarantor or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article Seventeen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 11.01(a).

          Section 17.08 Subordination May Not Be Impaired.

          No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of GuaranteedNotes, without incurring responsibility to such holders and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the holders of the Guaranteed

9

Notes to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use

10

reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Guarantor
By:
	Authorized Signatory
Capita Colombia Holdings Corp.,  as Guarantor
By:
	Authorized Signatory

12

Capita Corporation,  as Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 13, Inc.,  as Guarantor
By:
	Authorized Signatory

13

CIT China 2, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Guarantor
By:
	Authorized Signatory
CIT Credit Group USA Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Guarantor
By:
	Authorized Signatory

14

CIT Financial USA, Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,  as Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,  as Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,  as Guarantor
By:
	Authorized Signatory
CIT Holdings, LLC,  as Guarantor
By:
	Authorized Signatory

15

CIT Lending Services Corporation,  as Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Guarantor
By:
	Authorized Signatory
CIT Realty LLC,   as Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Guarantor
By:
	Authorized Signatory

16

CIT Technology Financing Services, Inc.,   as Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Guarantor
By:
	Authorized Signatory
Franchise Portfolio 2, Inc.,   as Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Guarantor
By:
	Authorized Signatory

17

Hudson Shipping Co., Inc.,   as Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Guarantor
By:
	Authorized Signatory
Student Loan Xpress, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory

18

The CIT Group/Business Credit, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/CmS Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Guarantor
By:
	Authorized Signatory

19

The CIT Group/Consumer Finance, Inc. (NY),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Guarantor
By:
	Authorized Signatory
The CIT Group/Corporate Aviation, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Guarantor
By:
	Authorized Signatory

20

The CIT Group/FM Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/LsC Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Guarantor
By:
	Authorized Signatory

21

Schedule A

Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

22

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

23

EX-4.7

FIRST SUPPLEMENTAL INDENTURE

          First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Funding Company of Delaware LLC, a Delaware limited liability company (the “Issuer”), CIT Group Inc. as guarantor, the entities listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”), and The Bank of New York Mellon (successor in interest to Bank One Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of May 31, 2005 (the “Indenture”), providing for the issuance of 4.65% Senior Notes due July 1, 2010 and 5.20% Senior Notes due June 1, 2015 (collectively, the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 12.1 of the Indenture, which does not require the consent of the Holders, the Subsidiary Guarantors desire to enter into this Supplemental Indenture pursuant to which the Subsidiary Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and the Notes (the “Guaranteed Notes”) on the terms and conditions set forth herein;

          WHEREAS, the Subsidiary Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 12.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Subsidiaries Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

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          (b) “Note Guarantee” means the Subsidiaries Guarantee by each Subsidiary Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Subsidiary Indebtedness of the Subsidiary Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Subsidiary Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Subsidiary Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Subsidiary Indebtedness of the Subsidiary Guarantor to an Affiliate of the Subsidiary Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Subsidiary Guarantor referred to in Sections 5.1(6) and 5.1(7) unless such interest is an allowed claim enforceable against the Subsidiary Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Subsidiary Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Subsidiary Indebtedness. The term “Subsidiary Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article 15 as follows:

ARTICLE 15

SUBSIDIARY NOTE GUARANTEES

          Section 15.1. Subsidiary Guarantee

          (a) Subject to this Article 15, each of the Subsidiary Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1)

the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

(2)

in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid

2

in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Subsidiary Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Subsidiary Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Subsidiary Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 15.4 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees (to the fullest extent permitted by law) that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 5 of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors will have the right to seek contribution from the Issuer or any non-paying

3

Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          Section 15.2. Limitation on Subsidiary Guarantor Liability

          Each Subsidiary Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 15, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 15.2(b), are knowingly made in contemplation of such benefits.

          Section 15.3. Delivery of Note Guarantee

          Neither the Issuer nor any Subsidiary Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 15.4. Releases

          The Note Guarantee of a Subsidiary Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article 8 of this Indenture or satisfaction and discharge of this Indenture in accordance

4

with its terms, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee.

          Upon any such occurrence specified in this Section 15.4, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee.

          Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 15.4 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Subsidiary Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article 15.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article 16 as follows:

ARTICLE 16

SUBORDINATION OF SECURITIES

          Section 16.1 Agreement to Subordinate.

          Each Subsidiary Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article 16; and each Holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Subsidiary Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Subsidiary Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 16.2 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Subsidiary Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Subsidiary Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Subsidiary Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 16.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the

5

Holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the Holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Senior Indebtedness.

          Section 16.3 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Subsidiary Guarantor or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Subsidiary Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Subsidiary Guarantor, or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, which the Holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Subsidiary Guarantor, except for the provisions of this Article 16, shall be paid by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Holders of the GuaranteedNotes 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 Subsidiary Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Subsidiary Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Holders of such Senior Indebtedness 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, as calculated by the Subsidiary Guarantor, for application to the

6

payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the Holders of such Senior Indebtedness.

          For purposes of this Article 16, the words “cash, property or securities” shall not be deemed to include shares of stock of any Subsidiary Guarantor as reorganized or readjusted, or securities of any Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 16 with respect to the GuaranteedNotes to the payment of all Senior Indebtedness with respect to the GuaranteedNotes.

          Section 16.4 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the Holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the Holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Subsidiary Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the Holders of such Senior Indebtedness of any cash, property or securities to which the Holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article 16, and no payment over pursuant to the provisions of this Article 16 to or for the benefit of the Holders of such Senior Indebtedness by Holders of the GuaranteedNotes or the Trustee, shall, as between such Subsidiary Guarantor, its creditors other than Holders of such Senior Indebtedness, and the Holders of the GuaranteedNotes, be deemed to be a payment by such Subsidiary Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article 16 are and are intended solely for the purposes of defining the relative rights of the Holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the Holders of the Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article 16 or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Subsidiary Guarantor, its creditors other than the Holders of Senior Indebtedness with respect to the GuaranteedNotes, and the Holders of the GuaranteedNotes, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to pay to the Holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders of the GuaranteedNotes and creditors of such Subsidiary Guarantor, other than the Holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 16 of the Holders of such Senior Indebtedness in respect of cash, property or securities of such Subsidiary Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Subsidiary Guarantor referred to in this Article 16, the Trustee, subject to the provisions of Article 6 of this Indenture, and the Holders of

7

the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the Holders of Senior Indebtedness with respect to the GuaranteedNotes and other indebtedness of such Subsidiary Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 16.

          Section 16.5 Trustee to Effectuate Subordination.

          Each Holder of Note Guarantees by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 16 and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

          Section 16.6 Notice by the Subsidiary Guarantors.

          Each Subsidiary Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article 16. Notwithstanding the provisions of this Article 16 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article 16, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Subsidiary Guarantor or a Holder or Holders of Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article 6 of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 16.6 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article 6 of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Senior Indebtedness or a trustee on behalf of any such Holder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article 16, the Trustee may request such Person to furnish evidence to the reasonable

8

satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 16, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

          Upon any payment or distribution of assets of any Subsidiary Guarantor referred to in this Article 16, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 16.

          Section 16.7 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 16 in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other Holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder.

          With respect to the Holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 16, and no implied covenants or obligations with respect to the Holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article 16, the Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Senior Indebtedness and, subject to the provisions of Article 6 of this Indenture, the Trustee shall not be liable to any Holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the GuaranteedNotes, any Subsidiary Guarantor or any other Person money or assets to which any Holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article 16 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

          Section 16.8 Subordination May Not Be Impaired.

          No right of any present or future Holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Subsidiary Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with.

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          Without in any way limiting the generality of the foregoing paragraph, the Holders of Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of GuaranteedNotes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 16 or the obligations hereunder of the Holders of the GuaranteedNotes to the Holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Subsidiary Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Subsidiary Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Subsidiary Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by,

10

directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Funding Company of Delaware LLC
By:
	Authorized Signatory
CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,  as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,  as Subsidiary Guarantor
By:
	Authorized Signatory

12

Capita Colombia Holdings Corp.,  as Subsidiary Guarantor
By:
	Authorized Signatory
Capita Corporation,  as Subsidiary Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,  as Subsidiary Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory

13

CIT China 13, Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT China 2, Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,  as Subsidiary Guarantor
By:
	Authorized Signatory

14

CIT Credit Group USA Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Financial USA, Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,  as Subsidiary Guarantor
By:
	Authorized Signatory

15

CIT Holdings, LLC,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation,  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),  as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory

16

CIT Realty LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Technology Financing Services, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

17

Franchise Portfolio 2, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Hudson Shipping Co., Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Subsidiary Guarantor
By:
	Authorized Signatory

18

Student Loan Xpress, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Business Credit, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

19

The CIT Group/CmS Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (NY),   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Subsidiary Guarantor
By:
	Authorized Signatory

20

The CIT Group/Corporate Aviation, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/FM Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

21

The CIT Group/LsC Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

22

Schedule A

Subsidiary Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

23

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

24

EX-4.8

FIRST SUPPLEMENTAL INDENTURE

          First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Funding Company of Delaware LLC, a Delaware limited liability company (the “Issuer”), CIT Group Inc. as guarantor, the entities listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of November 1, 2006 (the “Indenture”), providing for the issuance of 5.60% Notes due November 2, 2011 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 12.1 of the Indenture, which does not require the consent of the Holders, the Subsidiary Guarantors desire to enter into this Supplemental Indenture pursuant to which the Subsidiary Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and the Notes (the “Guaranteed Notes”) on the terms and conditions set forth herein;

          WHEREAS, the Subsidiary Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 12.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Subsidiaries Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

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          (b) “Note Guarantee” means the Subsidiaries Guarantee by each Subsidiary Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Subsidiary Indebtedness of the Subsidiary Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Subsidiary Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Subsidiary Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Subsidiary Indebtedness of the Subsidiary Guarantor to an Affiliate of the Subsidiary Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Subsidiary Guarantor referred to in Sections 5.1(7) and 5.1(8) unless such interest is an allowed claim enforceable against the Subsidiary Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Subsidiary Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Subsidiary Indebtedness. The term “Subsidiary Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article 18 as follows:

ARTICLE 18

SUBSIDIARY NOTE GUARANTEES

          Section 18.1. Subsidiary Guarantee

          (a) Subject to this Article 18, each of the Subsidiary Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the GuaranteedNotes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the GuaranteedNotes or the obligations of the Issuer hereunder or thereunder, that:

(1)

the principal of, premium, if any, and interest on, the GuaranteedNotes will be promptly paid in full when due, whether at Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the GuaranteedNotes, if any, if lawful, and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder whether for payment of principal of or interest on the GuaranteedNotes, expenses, indemnification or otherwise, or thereunder will be punctually paid in full, all in accordance with the terms hereof and thereof; and

(2)

in case of any extension of time of payment or renewal of any GuaranteedNotes or any of such other obligations, that same will be punctually paid

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in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Subsidiary Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Subsidiary Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Subsidiary Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the GuaranteedNotes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 18.4 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the GuaranteedNotes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees (to the fullest extent permitted by law) that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 5 of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors will have the right to seek contribution from the Issuer or any non-paying

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Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          Section 18.2. Limitation on Subsidiary Guarantor Liability

          Each Subsidiary Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 18, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 18.2(b), are knowingly made in contemplation of such benefits.

          Section 18.3. Delivery of Note Guarantee

          Neither the Issuer nor any Subsidiary Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 18.4. Releases

          The Note Guarantee of a Subsidiary Guarantor will be released:

(1)	in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries;
(2)	in connection with any sale or other disposition of all of the capital stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Subsidiaries; and
(3)	upon defeasance of the Guaranteed Notes in accordance with Article 8 of this Indenture or satisfaction and discharge of this Indenture in accordance

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with its terms, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee.

          Upon any such occurrence specified in this Section 18.4, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee.

          Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 18.4 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Subsidiary Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article 18.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article 19 as follows:

ARTICLE 19

SUBORDINATION OF SECURITIES

          Section 19.1 Agreement to Subordinate.

          Each Subsidiary Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of GuaranteedNotes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article 19; and each Holder of a GuaranteedNote, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Subsidiary Guarantor of the Note Guarantees on all GuaranteedNotes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Subsidiary Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 19.2 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Subsidiary Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Subsidiary Guarantor with respect to the Note Guarantee on the GuaranteedNotes until such Subsidiary Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 19.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the

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Holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the Holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Senior Indebtedness.

          Section 19.3 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Subsidiary Guarantor or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Subsidiary Guarantor on account of any Note Guarantee on the GuaranteedNotes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by any Subsidiary Guarantor, or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, which the Holders of the GuaranteedNotes or the Trustee would be entitled to receive from such Subsidiary Guarantor, except for the provisions of this Article 19, shall be paid by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Holders of the GuaranteedNotes 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 Subsidiary Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement 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 GuaranteedNotes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing is made and, concurrently therewith, the Trustee shall have received an amount in cash from the Subsidiary Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the Holders of such Senior Indebtedness 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, as calculated by the Subsidiary Guarantor, for application to the

6

payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the Holders of such Senior Indebtedness.

          For purposes of this Article 19, the words “cash, property or securities” shall not be deemed to include shares of stock of any Subsidiary Guarantor as reorganized or readjusted, or securities of any Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 19 with respect to the GuaranteedNotes to the payment of all Senior Indebtedness with respect to the GuaranteedNotes.

          Section 19.4 Subrogation.

          Subject to the satisfaction in full of all obligations under the Note Guarantee pursuant to the terms of this Indenture, the rights of the Holders of such Guaranteed Notes with respect to the Note Guarantee shall be subrogated to the rights of the Holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Subsidiary Guarantors applicable to such Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the Holders of such Senior Indebtedness of any cash, property or securities to which the Holders of such Senior Indebtedness or the Trustee would be entitled except for the provisions of this Article 19, and no payment over pursuant to the provisions of this Article 19 to or for the benefit of the Holders of such Senior Indebtedness by Holders of the GuaranteedNotes or the Trustee, shall, as between such Subsidiary Guarantor, its creditors other than Holders of such Senior Indebtedness, and the Holders of the GuaranteedNotes, be deemed to be a payment by such Subsidiary Guarantor to or on account of such Senior Indebtedness. It is understood that the provisions of this Article 19 are and are intended solely for the purposes of defining the relative rights of the Holders of the Note Guarantees of the GuaranteedNotes, on the one hand, and the Holders of the Senior Indebtedness with respect to the Note Guarantees of the GuaranteedNotes on the other hand.

          Nothing contained in this Article 19 or elsewhere in this Indenture or in the GuaranteedNotes is intended to or shall impair, as between each Subsidiary Guarantor, its creditors other than the Holders of Senior Indebtedness with respect to the GuaranteedNotes, and the Holders of the GuaranteedNotes, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to pay to the Holders of the GuaranteedNotes pursuant to the Note Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders of the GuaranteedNotes and creditors of such Subsidiary Guarantor, other than the Holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any GuaranteedNote from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 19 of the Holders of such Senior Indebtedness in respect of cash, property or securities of such Subsidiary Guarantor, as the case may be, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of any Subsidiary Guarantor referred to in this Article 19, the Trustee, subject to the provisions of Article 6 of this Indenture, and the Holders of

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the GuaranteedNotes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the Holders of Senior Indebtedness with respect to the GuaranteedNotes and other indebtedness of such Subsidiary Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 19.

          Section 19.5 Trustee to Effectuate Subordination.

          Each Holder of Note Guarantees by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to execute such document and to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 19 and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

          Section 19.6 Notice by the Subsidiary Guarantors.

          Each Subsidiary Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article 19. Notwithstanding the provisions of this Article 19 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of GuaranteedNotes pursuant to the provisions of this Article 19, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Subsidiary Guarantor or a Holder or Holders of Senior Indebtedness with respect to the GuaranteedNotes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article 6 of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 19.6 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the Note Guarantee on, any GuaranteedNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article 6 of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder of Senior Indebtedness with respect to the GuaranteedNotes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Senior Indebtedness or a trustee on behalf of any such Holder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article 19, the Trustee may request such Person to furnish evidence to the reasonable

8

satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 19, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

          Upon any payment or distribution of assets of any Subsidiary Guarantor referred to in this Article 19, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the GuaranteedNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 19.

          Section 19.7 Rights of the Trustee; Holders of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 19 in respect of any Senior Indebtedness with respect to the GuaranteedNotes at any time held by it, to the same extent as any other Holder of such Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such Holder.

          With respect to the Holders of Senior Indebtedness with respect to the GuaranteedNotes, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 19, and no implied covenants or obligations with respect to the Holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. By virtue of this Article 19, the Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Senior Indebtedness and, subject to the provisions of Article 6 of this Indenture, the Trustee shall not be liable to any Holder of such Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the GuaranteedNotes, any Subsidiary Guarantor or any other Person money or assets to which any Holder of such Senior Indebtedness shall be entitled.

          Nothing in this Article 19 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

          Section 19.8 Subordination May Not Be Impaired.

          No right of any present or future Holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Subsidiary Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with.

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          Without in any way limiting the generality of the foregoing paragraph, the Holders of Senior Indebtedness with respect to the GuaranteedNotes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of GuaranteedNotes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 19 or the obligations hereunder of the Holders of the GuaranteedNotes to the Holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Subsidiary Guarantors and any other Person.

          4. No Recourse against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Subsidiary Guarantors, as such, shall have any liability for any obligations of the Issuer or any of the Subsidiary Guarantors under the Guaranteed Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Guaranteed Notes by accepting a Guaranteed Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors and the Issuer.

          9. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

          10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by,

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directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

          11. Consequential Damages. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

CIT Group Funding Company of Delaware LLC
By:
	Authorized Signatory
CIT Group Inc.
By:
	Name:
	Title:
The Bank of New York Mellon,   as Trustee
By:
	Authorized Signatory
Baffin Shipping Co, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
C.I.T. Leasing Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory

12

Capita Colombia Holdings Corp.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Capita Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Capita International L.L.C.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Capita Premium Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Capital USA Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT China 12, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

13

CIT China 13, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT China 2, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT China 3, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Communications Finance Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Credit Finance Corp.,   as Subsidiary Guarantor
By:
	Authorized Signatory

14

CIT Credit Group USA Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Financial Ltd. of Puerto Rico,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Financial USA, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Group (NJ) LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Group SF Holding Co., Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Healthcare LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory

15

CIT Holdings, LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Lending Services Corporation (Illinois),   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.),   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Real Estate Holding Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory

16

CIT Realty LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Technologies Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
CIT Technology Financing Services, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Education Loan Servicing Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Equipment Acceptance Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Franchise Portfolio 1, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

17

Franchise Portfolio 2, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
GFSC Aircraft Acquisition Financing Corporation,   as Subsidiary Guarantor
By:
	Authorized Signatory
Hudson Shipping Co., Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Namekeepers LLC,   as Subsidiary Guarantor
By:
	Authorized Signatory
Owner-Operator Finance Company,   as Subsidiary Guarantor
By:
	Authorized Signatory

18

Student Loan Xpress, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/BC Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Business Credit, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Finance, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Capital Transportation, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

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The CIT Group/CmS Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Commercial Services, Inc. (Va.),   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (NY),   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Consumer Finance, Inc. (TN),   as Subsidiary Guarantor
By:
	Authorized Signatory

20

The CIT Group/Corporate Aviation, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Equipment Financing, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Equity Investments, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Factoring One, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/FM Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

21

The CIT Group/LsC Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Securities Investment, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
The CIT Group/Venture Capital, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory
Western Star Finance, Inc.,   as Subsidiary Guarantor
By:
	Authorized Signatory

22

Schedule A

Subsidiary Guarantors

NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
Baffin Shipping Co., Inc.	Delaware	CORP
C.I.T. Leasing Corporation	Delaware	CORP
Capita Colombia Holdings Corp.	Delaware	CORP
Capita Corporation	Delaware	CORP
Capita International L.L.C.	Delaware	LLC
Capita Premium Corporation	Delaware	CORP
CIT Capital USA Inc.	Delaware	CORP
CIT China 12, Inc.	Delaware	CORP
CIT China 13, Inc.	Delaware	CORP
CIT China 2, Inc.	Delaware	CORP
CIT China 3, Inc.	Delaware	CORP
CIT Communications Finance Corporation	Delaware	CORP
CIT Credit Finance Corp.	Delaware	CORP
CIT Credit Group USA Inc.	Delaware	CORP
CIT Financial Ltd. of Puerto Rico	Delaware	CORP
CIT Financial USA, Inc.	Delaware	CORP
CIT Group (NJ) LLC	Delaware	LLC
CIT Group SF Holding Co., Inc.	Delaware	CORP
CIT Healthcare LLC	Delaware	LLC
CIT Holdings, LLC	Delaware	LLC
CIT Lending Services Corporation	Delaware	CORP
CIT Lending Services Corporation (Illinois)	Delaware	CORP
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Delaware	CORP
CIT Real Estate Holding Corporation	Delaware	CORP
CIT Realty LLC	Delaware	LLC
CIT Technologies Corporation	Michigan	CORP
CIT Technology Financing Services, Inc.	Massachusetts	CORP
Education Loan Servicing Corporation	Delaware	CORP
Equipment Acceptance Corporation	New York	CORP
Franchise Portfolio 1, Inc.	Delaware	CORP
Franchise Portfolio 2, Inc.	Delaware	CORP
GFSC Aircraft Acquisition Financing Corporation	Delaware	CORP
Hudson Shipping Co., Inc.	Delaware	CORP
Namekeepers LLC	Delaware	LLC
Owner-Operator Finance Company	Delaware	CORP
Student Loan Xpress, Inc.	Delaware	CORP
The CIT Group/BC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Business Credit, Inc.	New York	CORP

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NAME OF		ENTITY
GUARANTOR	JURISD.	TYPE
The CIT Group/Capital Finance, Inc.	Delaware	CORP
The CIT Group/Capital Transportation, Inc.	Delaware	CORP
The CIT Group/CmS Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Commercial Services, Inc.	New York	CORP
The CIT Group/Commercial Services, Inc. (Va.)	Delaware	CORP
The CIT Group/Consumer Finance, Inc. (NY)	New York	CORP
The CIT Group/Consumer Finance, Inc. (TN)	Delaware	CORP
The CIT Group/Corporate Aviation, Inc.	Delaware	CORP
The CIT Group/Equipment Financing, Inc.	Delaware	CORP
The CIT Group/Equity Investments, Inc.	New Jersey	CORP
The CIT Group/Factoring One, Inc.	New York	CORP
The CIT Group/FM Securities Investment, Inc.	New Jersey	CORP
The CIT Group/LsC Securities Investment, Inc.	New Jersey	CORP
The CIT Group/Securities Investment, Inc.	Delaware	CORP
The CIT Group/Venture Capital, Inc.	New Jersey	CORP
Western Star Finance, Inc.	Delaware	CORP

24

EX-4.9

EXHIBIT 4.9

EXECUTION VERSION

THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of September 30, 2009 and is entered into by and among CIT GROUP INC., a Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF COMPANY listed on the signature pages hereto, BARCLAYS BANK PLC, as Administrative Agent (“Administrative Agent”) and the Requisite Lenders listed on the signature pages hereto and is made with reference to that certain AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 29, 2009 (as amended through the date hereof, the “Credit Agreement”), by and among Company, the subsidiaries of Company named therein, the Lenders, the Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

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

     WHEREAS, subject to certain conditions, the Requisite Lenders are willing to agree to such amendments relating to the Credit Agreement.

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

SECTION I. AMENDMENT TO CREDIT AGREEMENT

1.1 Amendment to Section 6.1

     A. Section 6.1 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (t), deleting the period and inserting “; and” at the end of clause (u), and inserting a new clause (v) to read as follows:

     “(v) unsecured guaranties by any Restricted Subsidiary of Indebtedness of Company in an aggregate principal amount for all Restricted Subsidiaries not to exceed $25,000,000; provided, that such guaranties shall be subordinated to the payment in full of the Obligations pursuant to subordination provisions customary (in the reasonable determination of the Company) for intercompany obligations.”

SECTION II. CONDITION TO EFFECTIVENESS

     This Amendment shall become effective as of the date hereof only upon the receipt by the Administrative Agent of (the date of satisfaction of such condition being referred to herein as

the “Amendment Effective Date”) a duly executed counterpart signature page of this Amendment by Company, each of Company’s Restricted Subsidiaries listed on the signature pages hereto, and the Requisite Lenders.

SECTION III. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party which is a party hereto represents and warrants to each Lender that the following statements are true and correct in all material respects:

     A. Corporate Power and Authority. Each Credit Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”) and the other Credit Documents.

     B. Authorization. The execution and delivery of this Amendment and the performance of the Amended Credit Agreement and the other Credit Documents have been duly authorized by all necessary action on the part of each Credit Party.

     C. No Conflict. The execution and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the Amended Credit Agreement and the other Credit Documents do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Restricted Subsidiaries, any of the Organizational Documents of Company or any of its Restricted Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Company or any of its Restricted Subsidiaries, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Restricted Subsidiaries, (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Restricted Subsidiaries (other than any Liens permitted under the Amended Credit Agreement or created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties or (e) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Company or any of its Restricted Subsidiaries, except for such approvals or consents which will be obtained on or before the Amendment Effective Date and disclosed in writing to Lenders.

     D. Governmental Consents. The execution and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the Amended Credit Agreement and the other Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, pursuant to Section 5.19 of the Amended Credit Agreement.

2

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

SECTION IV. ACKNOWLEDGMENT AND CONSENT

     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document).

     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

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

SECTION V. MISCELLANEOUS

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

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

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

     (iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right,

3

power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

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

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

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

[Remainder of this page intentionally left blank.]

4

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

Borrowers: CIT GROUP INC.
By:
	Name:
	Title:
CIT CAPITAL USA INC.
By:
	Name:
	Title:
CIT HEALTHCARE LLC
By:
	Name:
	Title:
CIT LENDING SERVICES CORPORATION
By:
	Name:
	Title:
CIT LENDING SERVICES CORPORATION (ILLINOIS)
By:
	Name:
	Title:

[Signature page to Third Amendment to Amended and Restated Credit Agreement]

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

[Signature page to Third Amendment to Amended and Restated Credit Agreement]

Other Subsidiary Guarantors:

BAFFIN SHIPPING CO., INC.
C.I.T. LEASING CORPORATION
CAPITA COLOMBIA HOLDINGS CORP.
CAPITA CORPORATION
CAPITA INTERNATIONAL L.L.C.
CAPITA PREMIUM CORPORATION
CIT CAPITAL USA INC.
CIT CHINA 12, INC.
CIT CHINA 13, INC.
CIT CHINA 2, INC.
CIT CHINA 3, INC.
CIT COMMUNICATIONS FINANCE CORPORATION
CIT CREDIT FINANCE CORP.
CIT CREDIT GROUP USA INC.
CIT FINANCIAL LTD. OF PUERTO RICO
CIT FINANCIAL USA, INC.
CIT GROUP (NJ) LLC
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
CIT GROUP SF HOLDING CO., INC.
CIT HEALTHCARE LLC
CIT HOLDINGS, LLC
CIT LENDING SERVICES CORPORATION
CIT LENDING SERVICES CORPORATION (ILLINOIS)
CIT LOAN CORPORATION (F/K/A THE CIT
     GROUP/CONSUMER FINANCE, INC.)
CIT REALTY LLC
CIT TECHNOLOGIES CORPORATION
CIT TECHNOLOGY FINANCING SERVICES, INC.
EDUCATION LOAN SERVICING CORPORATION
GFSC AIRCRAFT ACQUISITION FINANCING
CORPORATION
HUDSON SHIPPING CO., INC.
NAMEKEEPERS LLC
OWNER-OPERATOR FINANCE COMPANY

[Signature page to Third Amendment to Amended and Restated Credit Agreement]

STUDENT LOAN XPRESS, INC.
THE CIT GROUP/BC SECURITIES INVESTMENT, INC.
THE CIT GROUP/BUSINESS CREDIT, INC.
THE CIT GROUP/CAPITAL FINANCE, INC.
THE CIT GROUP/CAPITAL TRANSPORTATION, INC.
THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)
THE CIT GROUP/CORPORATE AVIATION, INC.
THE CIT GROUP/EQUIPMENT FINANCING, INC.
THE CIT GROUP/EQUITY INVESTMENTS, INC.
THE CIT GROUP/FACTORING ONE, INC.
THE CIT GROUP/FM SECURITIES INVESTMENT, INC.
THE CIT GROUP/LSC SECURITIES INVESTMENT, INC.
THE CIT GROUP/SECURITIES INVESTMENT, INC.

THE CIT GROUP/VENTURE CAPITAL, INC.
WESTERN STAR FINANCE, INC.

By:
	Name:
	Title:

[Signature page to Third Amendment to Amended and Restated Credit Agreement]

THE CIT GROUP/CONSUMER FINANCE, INC. (NY) THE CIT GROUP/CONSUMER FINANCE, INC. (TN)
By:
	Name:
	Title:
FRANCHISE PORTFOLIO 1, INC. FRANCHISE PORTFOLIO 2, INC.
By:
	Name:
	Title:
CIT REAL ESTATE HOLDING CORPORATION
By:
	Name:
	Title:
EQUIPMENT ACCEPTANCE CORPORATION
By:
	Name:
	Title:

[Signature page to Third Amendment to Amended and Restated Credit Agreement]

The Requisite Lenders party hereto by authorized signatories.

[Signature page to Third Amendment to Amended and Restated Credit Agreement]

BARCLAYS BANK PLC as Administrative Agent
By:
	Name:
	Title:

[Signature page to Third Amendment to Amended and Restated Credit Agreement]