-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IovYwiUByNo8GTQSSosmFk6d3y1VCKQLS+x9Un8JsEQgP+UKi5jOue9RipsphXaX /rsMrAkxSu2aYWbjH6Is4w== /in/edgar/work/20001103/0000891092-00-001018/0000891092-00-001018.txt : 20001106 0000891092-00-001018.hdr.sgml : 20001106 ACCESSION NUMBER: 0000891092-00-001018 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-64539 FILED AS OF DATE: 20001103 EFFECTIVENESS DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP SECURITIZATION CORP II CENTRAL INDEX KEY: 0000931494 STANDARD INDUSTRIAL CLASSIFICATION: [6189 ] IRS NUMBER: 223328188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-49276 FILM NUMBER: 753038 BUSINESS ADDRESS: STREET 1: 650 CIT DR CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9737405000 MAIL ADDRESS: STREET 1: 650 CIT DRIVE STREET 2: 650 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: [6153 ] IRS NUMBER: 132994534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-49276-01 FILM NUMBER: 753039 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125361390 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CIT FINANCIAL CORP/OLD/ DATE OF NAME CHANGE: 19860512 S-3MEF 1 0001.txt FORM S-3MEF As filed with the Securities and Exchange Commission on November 3, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- THE CIT GROUP SECURITIZATION CORPORATION II THE CIT GROUP, INC. (Exact name of each registrant specified in its charter) ---------- Delaware 22-3328188 Delaware 13-2994534 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) THE CIT GROUP SECURITIZATION CORPORATION II THE CIT GROUP, INC. 650 CIT Drive 1211 Avenue of the Americas Livingston, New Jersey 07039 New York, New York 10036 (973) 535-3514 (212) 536-1950 (Address of principal (Address of principal executive offices) executive offices) ---------- ERNEST D. STEIN, ESQ. Copies to: Executive Vice President & General Counsel PAUL N. WATTERSON, ESQ. THE CIT GROUP, INC. SCHULTE ROTH & ZABEL LLP 1211 Avenue of the Americas 900 Third Avenue New York, New York 10036 New York, New York 10022 (212)-536-1950 (Name and address of agent for service) Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-64539, 333-64539-01 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| CALCULATION OF REGISTRATION FEE
================================================================================================================== Proposed Proposed Maximum Amount Maximum aggregate Amount of Title of each class of to be Offering offering registration securities to be registered registered(1) Price Per Unit price(1) fee(3)(4) - ------------------------------------------------------------------------------------------------------------------ Asset-Backed Securities............................ $81,850,000 100% $81,850,000 $21,384.00 - ------------------------------------------------------------------------------------------------------------------ Limited Guarantees of The CIT Group, Inc.(2)....... ==================================================================================================================
(1) The amount of Asset-Backed Securities being registered represents less than 20% of $410,121,066 aggregate principal amount of Asset-Backed Securities and Limited Guarantees registered by the Registrants under Registration Statements Nos. 333-64539 and 333-64539-01 referred to below and not previously sold. (2) May be issued in connection with the issuance of the Asset-Backed Securities of trusts formed by The CIT Group Securitization Corporation II. No additional consideration will be paid for the Limited Guarantees. Accordingly, no separate filing fee is being paid for the Limited Guarantees, pursuant to Rule 457(n). (3) The registration fee has been calculated on the basis of the maximum offering price of all securities listed in accordance with Rule 457(o) under the Securities Act of 1933. (4) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included herein also relates to a total of $410,121,066 of unsold Asset-Backed Securities and Limited Guarantees registered under Registration Statements Nos. 333-64539 and 333-64539-01 previously filed by the Registrants on Form S-3 and declared effective on March 16, 1999, which included unsold Asset-Backed Securities carried forward from Registration Statements Nos. 333-36061 and 333-36061-01 which were declared effective on October 31, 1997. Filing fees of $152,605.00 in respect of Registration Statements Nos. 333-64539 and 333-64539-01 were previously paid. Filing fees of $132,065.54 in respect of Registration Statements Nos. 333-36061 and 333-36061-01 were previously paid. This Registration Statement constitutes Post-Effective Amendment No. 1 to Registration Statements Nos. 333-64539 and 333-64539-01, and Post-Effective Amendment No. 3 to Registration Statements Nos. 333-36061 and 333-36061-01, pursuant to which the total amount of unsold Asset-Backed Securities previously registered under Registration Statements Nos. 333-64539 and 333-64539-01 (including unsold Asset-Backed Securities carried forward from Registration Statement Nos. 333-36061 and 333-36061-01) may be offered and sold as Asset-Backed Securities, together with the securities registered hereunder, through the use of the combined prospectus incorporated by reference herein and which Post-Effective Amendments shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. ================================================================================ INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NOS. 333-64539 and 333-64539-01. The Registrants hereby incorporate by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3, as amended (File Nos. 333-64539 and 333-64539-01), declared effective on March 16, 1999 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Registrants with the Commission and incorporated or deemed to be incorporated by reference therein. PART II - INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits and Financial Statement Schedules. 5.1 Opinion of Schulte Roth & Zabel LLP with respect to legality 5.2 Opinion of Richards, Layton & Finger with respect to legality 23.1 Consent of Schulte Roth & Zabel LLP (included as part of Exhibit 5.1) 23.2 Consent of Richards, Layton & Finger (included as part of Exhibit 5.2) 23.3 Consent of KPMG LLP 24.1* Powers of Attorney of The CIT Group Securitization Corporation II 24.2 Powers of Attorney of The CIT Group, Inc. * Included with officers signatures. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Livingston, State of New Jersey, on November 3, 2000. THE CIT GROUP SECURITIZATION CORPORATION II By: /s/ Tom Hallman -------------------------------------- Name: Tom Hallman Title: President Each person whose signature to this Registration Statement appears below hereby constitutes and appoints Tom Hallman, Ron G. Arrington and Frank Garcia, or any of them (with the full power and authority of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as a part of or in connection with this Registration Statement or the amendments thereto, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Tom Hallman President and Director November 3, 2000 - -------------------------- (principal executive officer) Tom Hallman /s/ Ron G. Arrington Executive Vice President November 3, 2000 - -------------------------- and Director Ron G. Arrington /s/ Joseph J. Carroll Director November 3, 2000 - -------------------------- Joseph J. Carroll /s/ Frank Garcia Senior Vice President November 3, 2000 - -------------------------- (principal financial and Frank Garcia accounting officer) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on November 3, 2000. THE CIT GROUP, INC. By: /s/ Joseph M. Leone ------------------------------- Joseph M. Leone Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature and Title Date ------------------- ---- Albert R. Gamper, Jr.* - ----------------------------------- Albert R. Gamper President, Chief Executive Officer, and Director (Principal executive officer) Daniel P. Amos* - ----------------------------------- Daniel P. Amos, Director John S. Chen* - ----------------------------------- John S. Chen, Director Anthea Disney* - ----------------------------------- Anthea Disney, Director William A. Farlinger* - ----------------------------------- William A. Farlinger, Director Guy Hands* - ----------------------------------- Guy Hands, Director Thomas H. Kean* - ----------------------------------- Thomas H. Kean, Director Paul G. Morton* - ----------------------------------- Paul G. Morton, Director Takatsugu Murai* - ----------------------------------- Takatsugu Murai, Director William O'Grady* - ----------------------------------- William M. O'Grady, Director Paul N. Roth* - ----------------------------------- Paul N. Roth, Director Peter J. Tobin* - ----------------------------------- Peter J. Tobin, Director Keiji Torii* - ----------------------------------- Keiji Torii, Director Theodore V. Wells* - ----------------------------------- Theodore V. Wells, Jr., Director Alan F. White* - ----------------------------------- Alan F. White, Director /s/ Joseph M. Leone - ----------------------------------- Joseph M. Leone November 3, 2000 Executive Vice President and Chief Financial Officer (principal financial and accounting officer) *By /s/ Anne Beroza November 3, 2000 -------------------------- Anne Beroza Attorney-in-fact EX-5.1 2 0002.txt OPINION OF SCHULTE ROTH & ZABEL LLP Exhibit 5.1 [Letterhead of Schulte Roth & Zabel LLP] November 3, 2000 The CIT Group Securitization Corporation II 650 CIT Drive Livingston, New Jersey 07039 The CIT Group, Inc. 1211 Avenue of the Americas New York, New York 10036 Dear Sirs: We have acted as special counsel to you (the "Corporation") in connection with the preparation and filing of a Registration Statement on Form S-3 (the "Shelf Registration Statement"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), including a preliminary prospectus (the "Base Prospectus") relating to the public offering of up to $1,067,666,271 in principal amount of asset-backed certificates (the "Certificates") and asset-backed notes (the "Notes" and, collectively with the Certificates, the "Securities") and the limited guarantees (the "Guarantees") of certain of the Securities by The CIT Group, Inc. ("CIT"), each described in the Base Prospectus and prospectus supplement which form a part of the Shelf Registration Statement (the "Prospectus Supplement"). Each series of Certificates will be issued pursuant to a trust agreement (the "Trust Agreement) substantially in the form filed as Exhibit 4.2 to Registration Statement No. 33-65057, pursuant to which The CIT Group Securitization Corporation II ("CIT II") will originate the CIT Trust (the "Trust"). Each series of Notes will be issued pursuant to an indenture (the "Indenture") substantially in the form filed as Exhibit 4.1 to Registration Statement No. 33-65057. Certain rights of the holders of the Securities will be governed by a The CIT Group Securitization Corporation II The CIT Group, Inc. November 3, 2000 Page 2 sale and servicing agreement (the "Sale and Servicing Agreement") substantially in the form filed as Exhibit 4.3 to Registration Statement No. 33-65057. In connection with this opinion, we have examined signed copies of the Shelf Registration Statement and originals or copies, certified or otherwise identified to our satisfaction, of such records of the Corporations and such agreements, certificates of public officials, certificates of officers or representatives of the Corporations and others, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for this opinion. As to all matters of fact, we have relied upon and assumed the accuracy of statements and representations of officers and other representatives of the Corporations and others. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons signing or delivering any instrument, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed, with respect to the Trust Agreement, the Indenture, the Guarantees and the Sale and Servicing Agreement (collectively, the "Basic Documents"), that: (a) each of the Basic Documents will be duly executed and delivered by each of the parties thereto prior to the issuance of any of the Securities thereunder; (b) at the time of such execution, each such party, other than the Corporations, will be duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and will have all requisite power and authority to execute, deliver and perform its obligations under each of the Basic Documents; (c) the execution and delivery of the Basic Documents and performance of such obligations will have been duly authorized by all necessary actions on the part of each such party, other than the Corporations; (d) the Basic Documents will be the legal, valid and binding obligation of each such party, other than the Corporations, and will be enforceable against each such party, other than the Corporations, in accordance with its terms; and (e) during the period from the date hereof until the date of such execution and delivery, there will be no change in (i) any relevant conditions of the Basic Documents or (iii) any set of facts or circumstances relating to the Basic Documents. We are attorneys admitted to practice in the State of New York and the opinion set forth below is limited to the laws of the State of New York and the Delaware General Corporation Law and the Federal laws of the United States of America. Paul N. Roth, a member of this firm, is a director of CIT. Based upon the foregoing, we are of the opinion that: (a) assuming the due execution of the Basic Documents, each in substantially the form presented to us, upon the issuance, authentication and delivery of the Notes in accordance with the terms of the Sale and Servicing Agreement and the Indenture against payment therefor as contemplated by the The CIT Group Securitization Corporation II The CIT Group, Inc. November 3, 2000 Page 3 Prospectus and the Prospectus Supplement, the Notes will constitute valid and binding obligations of the Trust, each enforceable in accordance with its terms; and (b) the Guarantees have been duly authorized and, when duly executed by CIT and issued and delivered in accordance with the terms of the Sale and Servicing Agreement as contemplated by the Prospectus and the Prospectus Supplement, will be valid and binding obligations of CIT, enforceable in accordance with their terms, subject as to enforcement of remedies with respect to (a) and (b) above to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other laws affecting creditors' rights generally from time to tome in effect and to general principles of equity, and will be entitled to the benefits of the Basic Documents. We hereby consent to the filing of this opinion as an exhibit to the Shelf Registration Statement and to the reference to this firm appearing under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Schulte Roth & Zabel LLP EX-5.2 3 0003.txt OPINION OF RICHARDS, LAYTON & FINGER Exhibit 5.2 [Letterhead of Richards, Layton & Finger] November 2, 2000 The CIT Group Securitization Corporation II 650 CIT Drive Livingston, New Jersey 07039 The CIT Group, Inc. 1211 Avenue of the Americas New York, New York 10036 RE: Formation of CIT RV Trust Dear Sirs: We have acted as special Delaware counsel to The CIT Group Securitization Corporation II, a Delaware corporation (the "Depositor") in connection with the Registration Statement on Form S-3 (the "Shelf Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and a preliminary prospectus (the "Base Prospectus") relating to the public offering of up to $1,067,666,271 in principal amount of asset backed certificates (the "Certificates") as described in the Base Prospectus and prospectus supplement which form a part of the Shelf Registration Statement (the "Prospectus Supplement"). Each series of Certificates will be issued pursuant to a trust agreement (the "Trust Agreement") substantially in the form filed as Exhibit 4.2 to the Registration Statement No. 33-65057, pursuant to which the Depositor will organize the CIT RV Trust (the "Trust"). Certain rights of the holders of the Certificates will be governed by a sale and servicing agreement (the "Sale and Servicing Agreement") substantially in the form filed as Exhibit 4.3 to the Registration Statement No. 33-65057. The CIT Group Securitization Corporation II The CIT Group, Inc. November 2, 2000 Page 2 In connection with this opinion, we have examined forms of the Trust Agreement, the Sale and Servicing Agreement and the Certificates. We have not reviewed any documents other than the foregoing documents for purposes of rendering our opinions as expressed herein, and we have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein. We have conducted no independent factual investigation of our own but have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. We have assumed, with respect to the Trust Agreement and the Sale and Servicing Agreement (collectively, the "Basic Documents"), that: (a) each of the Basic Documents will be duly executed and delivered by each of the parties thereto prior to the issuance of any of the Certificates thereunder; (b) at the time of such execution, each such party will be duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and will have all requisite power and authority to execute, deliver and perform its obligations under each of the Basic Documents; (c) the execution and delivery of the Basic Documents and performance of such obligations will have been duly authorized by all necessary actions on the part of each such party; (d) at the time of such execution, the Basic Documents will be the legal, valid and binding obligation of each such party, and will be enforceable against each such party in accordance with their terms; (e) the Certificates will be duly executed and delivered by the Trust and duly authenticated in accordance with the Trust Agreement; and (f) during the period from the date hereof until the date of such execution and delivery, there will be no change in (i) any relevant authorization, law or regulation, or interpretation thereof, (ii) the terms and conditions of the Basic Documents or the Certificates, or (iii) any set of facts or circumstances relating to the Basic Documents or the Certificates. Based upon the foregoing, we are of the opinion that assuming the due execution of the Basic Documents, each in substantially the form presented to us, upon the issuance, authentication and delivery of the Certificates in the form presented to us and in accordance with the provisions of the Sale and Servicing Agreement and the Trust Agreement against payment therefor, the Certificates will be legally issued, fully paid and, subject to Section 2.7 of the Trust Agreement, nonassessable Certificates representing undivided interests in the Trust, and will be entitled to the benefits of the Trust Agreement. We have not participated in the preparation of any offering materials with respect to the Certificates and assume no responsibility for their contents. The CIT Group Securitization Corporation II The CIT Group, Inc. November 2, 2000 Page 3 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm appearing under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Richards, Layton & Finger EAM/XJS EX-23.3 4 0004.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23.3 Independent Auditors' Consent The Board of Directors The CIT Group, Inc.: We consent to the use of our report dated February 2, 2000 relating to the consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, incorporated by reference in this Registration Statement on Form S-3 of The CIT Group, Inc. and The CIT Group Securitization Corporation II, which report appears in the December 31, 1999 Annual Report on Form 10-K of The CIT Group, Inc. KPMG LLP Short Hills, New Jersey November 3, 2000 EX-24.2 5 0005.txt POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Albert R. Gamper, Jr. ------------------------------------ Albert R. Gamper, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Daniel P. Amos ------------------------------------ Daniel P. Amos POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ John S. Chen ------------------------------------ John S. Chen POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Anthea Disney ------------------------------------ Anthea Disney POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ William A. Farlinger ------------------------------------ William A. Farlinger POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Guy Hands ------------------------------------ Guy Hands POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Thomas H. Kean ------------------------------------ Thomas H. Kean POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Paul G. Morton ------------------------------------ Paul G. Morton POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Takatsugu Murai ------------------------------------ Takatsugu Murai POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ William M. O'Grady ------------------------------------ William M. O'Grady POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Paul N. Roth ------------------------------------ Paul N. Roth POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Peter J. Tobin ------------------------------------ Peter J. Tobin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Keiji Torii ------------------------------------ Keiji Torii POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Theodore V. Wells, Jr. ------------------------------------ Theodore V. Wells, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's guarantee of certain additional notes and certificates issued by The CIT Group Securitization Corporation II, a wholly-owned subsidiary of the Corporation, pursuant to Rule 462(b) under said Act (for the registration of additional securities in connection with the earlier effective registration statements, File Nos. 333-64539 and 333-64539-01, for the same securities), which additional notes and certificates may be issued in an aggregate principal amount of up to $81,850,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $81,850,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, ANNE BEROZA and ROBERT J. INGATO his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereof, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest to said seal, and to file such Registration Statement and each such amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereby. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 26th day of October, 2000. /s/ Alan F. White ------------------------------------ Alan F. White -----END PRIVACY-ENHANCED MESSAGE-----