-----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, EHKO2LaMONl8tMD4EGk+nTzWpnkQnT7JE0RzQbch60eUYzyCbRp+YZ2quZmO0uTD pxW+nykZo7kBDIatkO3GAg== 0000891092-01-000284.txt : 20010228 0000891092-01-000284.hdr.sgml : 20010228 ACCESSION NUMBER: 0000891092-01-000284 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20010223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 132994534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56172 FILM NUMBER: 1553692 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-3 1 0001.txt FORM S-3 As filed with the Securities and Exchange Commission on February 23, 2001 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT and POST-EFFECTIVE AMENDMENT NO. 1 Under THE SECURITIES ACT OF 1933 ---------- The CIT Group, Inc. (Exact name of registrant as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1211 Avenue of the Americas New York, New York 10036 (212) 536-1390 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------- ERNEST D. STEIN Executive Vice President and General Counsel The CIT Group, Inc. 1211 Avenue of the Americas New York, New York 10036 (212) 536-1390 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- Please send copies of all communications to: ANDRE WEISS Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 ---------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined in light of market conditions. ---------- 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.[ ] 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.[X]
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Proposed maximum Proposed offering maximum Amount of Title of each class of Amount to be price per aggregate registration securities to be registered Registered unit offering price fee - ---------------------------------------------- ----------------- ----------------- ----------------- ----------------- Senior/Senior Subordinated Debt Securities 1,000,000,000(1) 100% 1,000,000,000(2) 250,000(3) ======================================================================================================================
(1) In computing the principal amount of debt securities we issue, we will use the U.S. Dollar equivalent for debt securities denominated in a foreign currency and we will use the offering price, rather than the higher stated principal amount, for original issue discount debt securities. (2) Estimated solely for the purpose of determining the registration fee. (3) Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to Registration Statement No. 333-84859, which we previously filed on Form S-3 and which the SEC declared effective on September 23, 1999. We are carrying forward $1,028,000,000 aggregate principal amount of Debt Securities from Registration Statement No. 333-84859, for which we previously paid a filing fee of $285,784. ---------- Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to Registration Statement No. 333-84859, which we previously filed on Form S-3 and which the SEC declared effective on September 23, 1999. This Registration Statement constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-84859, and such Post-Effective Amendment 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. ---------- We hereby amend this Registration Statement on any date necessary to delay its effective date until we file an amendment that specifically states that this Registration Statement shall become effective after the filing of that amendment in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective as determined by the SEC, acting pursuant to Section 8(a) of the Securities Act of 1933. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2001 PROSPECTUS The CIT Group, Inc. Debt Securities We may issue up to an aggregate of $2,028,000,000 of debt securities in one or more series with the same or different terms. When we offer specific debt securities, we will disclose the terms of those debt securities in a prospectus supplement that accompanies this prospectus. The prospectus supplement may also add, update and modify information contained or incorporated in this prospectus. Before you make your investment decision, we urge you to carefully read this prospectus and the prospectus supplement describing the specific terms of any offering, together with additional information described under the heading "Where You Can Find More Information." These debt securities may be either senior or senior subordinated in priority of payment and will be direct unsecured obligations. The terms of any debt securities offered to the public will depend on market conditions at the time of sale. We reserve the sole right to accept or reject, in whole or in part, any proposed purchase of the debt securities that we offer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement. The date of this prospectus is _____ ___, 2001. TABLE OF CONTENTS Page THE CIT GROUP, INC......................................................... 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ......................... 13 USE OF PROCEEDS ........................................................... 14 DESCRIPTION OF DEBT SECURITIES ............................................ 14 PLAN OF DISTRIBUTION ...................................................... 22 EXPERTS ................................................................... 23 LEGAL OPINIONS ............................................................ 24 WHERE YOU CAN FIND MORE INFORMATION ....................................... 24 2 THE CIT GROUP, INC. General CIT is a leading global source of financing and leasing capital for companies in more than 30 industries. CIT is a trusted financial engine empowering many of today's leading industries and emerging businesses by offering vendor, equipment, commercial, factoring, consumer, and structured financing capabilities. We had $54.9 billion of managed assets and $6.0 billion of stockholders' equity at December 31, 2000. Our principal executive offices are located at 1211 Avenue of the Americas, New York, New York 10036 and our telephone number is (212) 536-1390. CIT became a public company in November, 1997 in an initial public offering (IPO). Prior to the IPO, the Dai-Ichi Kangyo Bank Limited, or "DKB," owned 80% and Chase Manhattan Corporation owned 20% of CIT. We commenced operations in 1908 and have developed a broad array of "franchise" businesses that focus on specific industries, asset types and markets, which are balanced by client, industry and geographic diversification. Our size, scope and diversification was expanded significantly when we acquired Newcourt Credit Group Inc. on November 15, 1999. As of that transaction date, Newcourt had over $21.0 billion of managed assets. Newcourt, headquartered in Toronto, Canada, was a non-bank financial services enterprise, which originated, invested in and sold asset-based financing. Newcourt's origination activities focused on the commercial and corporate finance segments of the asset-based financing market through a global network of offices in 26 countries. This transaction combined the financial strength of CIT with Newcourt's broad technology-based leasing business and international platform. We are organized into five business segments as follows: o Equipment Financing and Leasing o Vendor Technology Finance o Commercial Finance o Structured Finance o Consumer Certain segments conduct their operations through strategic business units that market their products and services to satisfy the financing needs of specific customers, industries, vendors/manufacturers and markets. Our business segments are described in greater detail in the following pages. As of December 31, 2000, DKB held approximately 27.1% of the voting power and economic interest of our outstanding common stock. Commercial Segments Our commercial operations, consisting of our Equipment Financing & Leasing, Vendor Technology Finance, Structured Finance and Commercial Finance segments, provide a wide 3 range of financing and leasing products to small, midsize and larger companies across a wide variety of industries. These industries include manufacturing, retailing, transportation, aerospace, construction and various service and health industries. The secured lending, leasing and factoring products of our commercial operations include direct loans and leases, operating leases, leveraged and single investor leases, secured revolving lines of credit and term loans, credit protection, accounts receivable collection, import and export financing and factoring, debtor-in-possession and turnaround financing, and acquisition and expansion financing. In total, as of December 31, 2000, our commercial segments hold combined financing and leasing assets of $38.6 billion, and managed assets of $47.7 billion, representing 88.1% and 86.8% of our consolidated financing and leasing assets and total managed assets, respectively. Equipment Financing and Leasing Segment Our Equipment Financing and Leasing operations had total financing and leasing assets of $20.1 billion at December 31, 2000, representing 45.9% of total financing and leasing assets. We conduct our Equipment Financing and Leasing operations through two strategic business units: o Equipment Financing offers secured equipment financing and leasing and focuses on the broad distribution of its products through manufacturers, dealers/distributors, intermediaries and direct calling efforts primarily with the construction, transportation, technology, manufacturing, machine tool and other industries. o Capital Finance offers secured equipment financing and leasing by directly marketing customized transactions, particularly operating leases of commercial aircraft and rail equipment. Equipment Financing and Capital Finance personnel have extensive expertise in managing equipment over its full life cycle, including purchasing new equipment, maintaining and repairing equipment, estimating residual values and remarketing via re-leasing or selling equipment. Equipment Financing's and Capital Finance's equipment and industry expertise enable them to effectively evaluate residual value risk. For example, Capital Finance can repossess commercial aircraft, if necessary, obtain any required maintenance and repairs for such aircraft and recertify such aircraft with appropriate authorities. They manage the equipment, residual value, and the risk of equipment remaining idle for extended periods of time or in amounts that could materially impact profitability by locating alternative equipment users or purchasers. Equipment Financing Equipment Financing is the largest of our strategic business units with total financing and leasing assets of $14.4 billion at December 31, 2000, representing 33.0% of our total financing and leasing assets. On a managed asset basis, Equipment Financing represents $20.8 billion or 37.9% of total managed assets. Equipment Financing offers secured equipment financing and leasing products, including loans, leases, wholesale and retail financing for distributors and 4 manufacturers, loans guaranteed by the U.S. Small Business Administration, operating leases, sale and leaseback arrangements, portfolio acquisitions, municipal leases, revolving lines of credit and in-house syndication capabilities. Equipment Financing is a diversified, middle market, secured equipment lender that has a global presence with strong North American marketing coverage. At December 31, 2000, its portfolio included significant financing and leasing assets to customers in a number of different industries, with manufacturing being the largest as a percentage of financing and leasing assets, followed by construction and transportation. Equipment Financing originates products through direct calling on customers and through relationships with manufacturers, dealers/distributors and intermediaries that have leading or significant marketing positions in their respective industries. This provides Equipment Financing with efficient access to equipment end-users in many industries across a variety of equipment types. Capital Finance Capital Finance had financing and leasing assets of $5.6 billion at December 31, 2000, which represented 12.9% of our total financing and leasing assets and 10.3% of managed assets. Capital Finance specializes in providing customized leasing and secured financing primarily to end-users of commercial aircraft and railcars, including operating leases, single investor leases, equity portions of leveraged leases, sale and leaseback arrangements, as well as loans secured by equipment. Typical Capital Finance customers are middle-market to larger-sized companies. New business is generated through direct calling efforts supplemented with transactions introduced by intermediaries and other referral sources. Capital Finance has provided financing to commercial airlines for over 30 years. The Capital Finance aerospace portfolio includes most of the leading U.S. and foreign commercial airlines, with the fleet approaching 300 aircraft, most of which are 10 years old or less. Capital Finance has developed strong direct relationships with most major airlines and all major aircraft and aircraft engine manufacturers. This provides Capital Finance with access to technical information, which enhances customer service, and provides opportunities to finance new business. Capital Finance has over 25 years experience in financing the rail industry, contributing to its knowledge of asset values, industry trends, product structuring and customer needs. Capital Finance has a dedicated rail equipment group, maintains relationships with several leading railcar manufacturers, and has a significant direct calling effort on all railroads and rail shippers in the United States. The Capital Finance rail portfolio includes all of the U.S. and Canadian Class I railroads and numerous shippers. The operating lease fleet includes primarily covered hopper cars used to ship grain and agricultural products, plastic pellets and cement; gondola cars for coal, steel coil and mill service; open hopper cars for coal and aggregates; center beam flat cars for lumber; and boxcars for paper and auto parts. Capital Finance also has a fleet of locomotives on lease to U.S. railroads. 5 Vendor Technology Finance Segment Vendor Technology Finance was realigned in 1999 following our Newcourt acquisition. The financing and leasing assets of Vendor Technology Finance (VTF) totaled $8.1 billion and comprised 18.5% of our total financing and leasing assets at December 31, 2000. On a managed asset basis, VTF totaled $10.8 billion or 19.7% of total managed assets. VTF customers range from small-market businesses and consumers to larger sized companies. VTF operates globally through operations in the United States, Canada, Europe, Latin America, Asia, and Australia, and serves many industries, including a wide range of manufacturers. This international platform provides a global presence to attract and retain large, sales oriented corporate vendor partners through traditional vendor finance programs, joint ventures and profit sharing arrangements. Additionally, VTF customers range from small-market businesses and consumers to large-sized companies. VTF builds alliances with industry-leading equipment vendors, including manufacturers, dealers and distributors, to deliver customized asset-based sales and financing solutions in more than 300 vendor programs. These alliances allow our vendor partners to better utilize core competencies, reduce capital needs and drive incremental sales volume. VTF offers credit financing to the manufacturer's customers for the purchase or lease of the manufacturer's products, while also offering enhanced sales tools to manufacturers and vendors, such as asset management services, efficient loan processing, and real-time credit adjudication. By working in partnership with select vendors, VTF is integrated with the vendor's business planning process and product offering systems to improve execution and reduce cycle times. VTF has significant vendor programs in information technology and telecommunications. These vendor alliances are characterized by the use of joint ventures, profit sharing and other transaction structures. In the case of joint ventures, through a contractual arrangement, VTF and the vendor combine financing activities into one business model in a distinct legal entity that is jointly owned. Generally, these arrangements are accounted for on an equity basis, with profits and losses distributed according to the joint venture agreement. VTF also utilizes "virtual joint ventures", whereby the assets are originated on VTF's balance sheet, while profits and losses are shared with the vendor. These types of strategic alliances are a key source of business for VTF. New business is also generated through intermediaries and other referral sources, as well as through direct end-user relationships. 6 Commercial Finance Segment At December 31, 2000, the financing and leasing assets of our Commercial Finance segment totaled $7.7 billion, representing 17.6% of total financing and leasing assets and 14.0% of managed assets. We conduct our Commercial Finance operations through two strategic business units, both of which focus on accounts receivable and inventories as the primary source of security for their lending transactions. o Commercial Services provides secured financing as well as factoring and receivable/collection management products to companies in apparel, textile, furniture, home furnishings, and other industries. o Business Credit provides secured financing to a full range of borrowers from small to larger-sized companies. Commercial Services Commercial Services had total financing and leasing assets of $4.3 billion at December 31, 2000, which represented 9.8% of our total financing and leasing assets and 7.8% of managed assets. Commercial Services offers a full range of domestic and international customized credit protection, lending and outsourcing services that include working capital and term loans, factoring, receivable management outsourcing, bulk purchases of accounts receivable, import and export financing and letter of credit programs. Commercial Services provides financing to clients through the purchase of accounts receivable owed to clients by their customers, as well as by guaranteeing amounts due under letters of credit issued to the clients' suppliers, which are collateralized by accounts receivable and other assets. The purchase of accounts receivable is traditionally known as "factoring" and results in the payment by the client of a factoring fee which is commensurate with the underlying degree of credit risk and recourse, and which is generally a percentage of the factored receivables or sales volume. When Commercial Services "factors" (i.e., purchases) a customer invoice from a client, it records the customer receivable as an asset and also establishes a liability for the funds due to the client ("credit balances of factoring clients"). Commercial Services also may advance funds to its clients prior to collection of receivables, typically in an amount up to 80% of eligible 7 accounts receivable (as defined for that transaction), charging interest on such advances (in addition to any factoring fees) and satisfying such advances from receivables collections. Clients use Commercial Services' products and services for various purposes, including improving cash flow, mitigating or reducing the risk of charge-offs, increasing sales, improving management information and converting the high fixed cost of operating a credit and collection department into a lower and variable expense based on sales volume. Commercial Services generates business regionally from a variety of sources, including direct calling efforts and referrals from existing clients and other sources. Additionally, acquisitions have played a large role in the growth of Commercial Services. Business Credit Financing and leasing assets of Business Credit totaled $3.4 billion at December 31, 2000 and represented 7.8% of our total financing and leasing assets and 6.2% of managed assets. Business Credit offers revolving and term loans secured by accounts receivable, inventories and fixed assets to smaller through larger-sized companies. Clients use such loans primarily for working capital, growth, expansion, acquisitions, refinancings and debtor-in-possession, reorganization and restructurings, and turnaround financings. Business Credit sells and purchases participation interests in such loans to and from other lenders. Through its variable interest rate senior revolving and term loan products, Business Credit meets its customers' financing needs for working capital, growth, acquisition and other financing situations otherwise not met through bank or other unsecured financing alternatives. Business Credit typically structures financings on a fully secured basis, though, from time to time, it may look to a customer's cash flow to support a portion of the credit facility. Revolving and term loans are made on a variable interest rate basis based on published indexes such as LIBOR or a prime rate of interest. Business Credit originates business through direct calling efforts and intermediary and referral sources, as well as through sales and regional offices. Business Credit has focused on increasing the proportion of direct business origination to improve its ability to capture or retain refinancing opportunities and to enhance finance income. Business Credit has developed long-term relationships with selected finance companies, banks and other lenders and with many diversified referral sources. Structured Finance Segment At December 31, 2000, Structured Finance had financing and leasing assets of $2.6 billion, comprising 6.1% of our consolidated financing and leasing assets and 4.9% of managed assets. Structured Finance operates internationally through operations in the United States, Canada, and Europe. Structured Finance provides specialized investment banking services to the international corporate finance and institutional finance markets by providing asset-based financing for large ticket asset acquisitions and project financing and related advisory services to equipment manufacturers, corporate clients, regional airlines, governments and public sector agencies. Communications, transportation, and the power and utilities sectors are among the industries that Structured Finance serves. Structured Finance also serves as an origination conduit to its lending partners by seeking out and creating investment opportunities. Structured Finance has established relationships with insurance companies and institutional investors and can arrange financing opportunities that meet asset class, yield, duration and credit quality requirements. Accordingly, Structured Finance has considerable syndication and fee generation capacity. Structured Finance also includes our CIT Group/Equity Investments and its subsidiary, CIT Group/Venture Capital. Equity Investments originates and purchases private equity and equity-related securities, arranges transaction financing, and participates in merger and acquisition transactions. Equity Investments has investments in emerging growth enterprises in selected industries, including the information technology, communications, life science and consumer products industries. Equity Investments had total investments of $285.8 million at December 31, 2000. Consumer Segment At December 31, 2000, our Consumer segment financing and leasing assets totaled $5.2 billion, representing 11.9% of total financing and leasing assets. Total Consumer managed assets were $7.2 billion, representing 13.2% of our total managed assets. Our consumer business is focused primarily on home equity lending and on retail sales financing secured by recreational vehicles and manufactured housing. Additionally, as a part of an ongoing strategy, in the ordinary course of business, the consumer unit will sell loans and portfolios of loans to banks, thrifts and other originators of consumer loans and enter into whole loan sales to maximize the value of our origination network and to improve overall profitability. 8 The unit also provides contract servicing for securitization trusts and other third parties through a centralized Asset Service Center. Our home equity products include both fixed and variable rate closed-end loans and variable rate lines of credit. We primarily originate, purchase and service loans secured by first or second liens on detached, single family residential properties. Customers borrow for the purpose of consolidating debts, refinancing an existing mortgage, funding home improvements, paying education expenses and, to a lesser extent, purchasing a home, among other reasons. Consumer primarily originates loans through brokers and correspondents with a high proportion of home equity applications processed electronically over the internet via BrokerEdge(SM) using our proprietary systems. Through experienced lending professionals and automation, Consumer provides rapid turnaround time from application to loan funding, a characteristic considered to be critical by its broker relationships. Consumer also provides nationwide retail financing for the purchase of new and used recreational vehicles and manufactured housing. These loans are predominantly originated through recreational vehicle and manufactured housing dealer, manufacturer and broker relationships. Servicing The Asset Service Center centrally services and collects substantially all of our Consumer receivables, including loans originated or purchased by our Consumer Group, as well as loans originated or purchased and subsequently securitized with servicing retained. The servicing portfolio also includes loans owned by third parties that are serviced by our Consumer Group for a fee on a "contract" basis. The third-party servicing operation portfolio was $1.4 billion at December 31, 2000. Securitization Program We fund most of our assets on balance sheet using our access to the commercial paper, medium-term note and capital markets. In an effort to broaden funding sources and to provide an additional source of liquidity, we have in place a program to opportunistically access both the public and private asset backed securitization markets. Current products utilized in this program include commercial receivables and leases and consumer loans secured by recreational vehicles and residential real estate. During 2000, we securitized $4.1 billion of financing and leasing assets and the outstanding securitized asset balance at December 31, 2000 was $11.1 billion or 20.2% of our total managed assets. Under a typical asset backed securitization, we sell a "pool" of secured loans or leases to a special purpose entity, typically a trust. The special-purpose entity, in turn, issues certificates and/or notes that are collateralized by the pool and entitle the holders thereof to participate in certain pool cash flows. We retain the servicing of the securitized contracts, for which we earn a servicing fee. We also participate in certain "residual" cash flows (cash flows after payment of principal and interest to certificate and/or note holders, servicing fees and other credit related disbursements). At the date of securitization, we estimate the "residual" cash flows to be received over the life of the securitization, record the present value of these cash flows as a retained interest in the securitization (retained interests can include bonds issued by the special- 9 purpose entity, cash reserve accounts on deposit in the special-purpose entity or interest only receivables) and recognize a gain. The retained interests are amortized through earnings over the estimated life of the related pool. In estimating residual cash flows and the value of the retained interests, we make a variety of financial assumptions, including pool credit losses, prepayment speeds and discount rates. These assumptions are empirically supported by both our historical experience and anticipated trends relative to the particular products securitized. Subsequent to recording the retained interests, we regularly review them for impairment. These reviews are performed on a disaggregated basis. Fair values of retained interests are calculated utilizing current pool demographics, actual note/certificate outstandings, current and anticipated credit losses, prepayment speeds and discount rates. These revised fair values are then compared to our carrying values. Our retained interests had a carrying value at December 31, 2000 of approximately $800 million, including interests in commercial securitized assets of approximately $650 million and consumer securitized assets of approximately $150 million. Retained interests are subject to credit and prepayment risk. Competition Our markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. Competitors include captive and independent finance companies, commercial banks and thrift institutions, industrial banks, leasing companies, manufacturers and vendors. Substantial financial services networks have been formed by insurance companies and bank holding companies that compete with us. On a local level, community banks and smaller independent finance and/or mortgage companies are a competitive force. Some competitors have substantial local market positions. Many of our competitors are large companies that have substantial capital, technological and marketing resources. Some of these competitors are larger than us and may have access to capital at a lower cost than us. Also, our competitors include businesses that are not related to bank holding companies and, accordingly, may engage in activities, for example, short-term equipment rental and servicing, which currently are prohibited to us. Competition has been enhanced in recent years by a strong economy and growing marketplace liquidity. The markets for most of our products are characterized by a large number of competitors. However, with respect to some of our products, competition is more concentrated. We compete primarily on the basis of pricing, terms and structure. From time to time, our competitors seek to compete aggressively on the basis of these factors and we may lose market share to the extent we are unwilling to match competitor pricing and terms in order to maintain interest margins and/or credit standards. Other primary competitive factors include industry experience and client service and relationships. In addition, demand for our products with respect to certain industries, such as the commercial airline industry, will be affected by demand for such industry's services and products and by industry regulations. 10 Regulation DKB is a bank holding company within the meaning of the Bank Holding Company Act of 1956, and is registered as such with the Board of Governors of the Federal Reserve. Since DKB owns approximately 27.1% of CIT's outstanding common stock, we are subject to certain provisions of the Bank Holding Company Act and examination by the Federal Reserve System. In general, the Bank Holding Company Act limits the activities in which a bank holding company and its subsidiaries may engage to those of banking or managing or controlling banks or performing services for their subsidiaries and to continuing activities which the Federal Reserve has determined to be "so closely related to banking or managing or controlling banks as to be a proper incident thereto." Our current principal business activities constitute permissible activities for a non-bank subsidiary of a bank holding company. Our operations are subject, in certain instances, to supervision and regulation by state, federal and various foreign governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things: o regulate credit granting activities, including establishing licensing requirements, if any, in applicable jurisdictions; o establish maximum interest rates, finance charges and other charges; o regulate customers' insurance coverages; o require disclosures to customers; o govern secured transactions; o set collection, foreclosure, repossession and claims handling procedures and other trade practices; o prohibit discrimination in the extension of credit and administration of loans; and o regulate the use and reporting of information related to a borrower's credit experience. Depending on the provisions of the applicable law and regulations and the specific facts and circumstances involved, violations of these laws may limit our ability to collect all or part of the principal of or interest on applicable loans, may entitle the borrower to rescind the loan and any mortgage or to obtain a refund of amounts previously paid and, in addition, could subject us to damages and administrative sanctions. The above regulation and supervision could limit our discretion in operating our businesses. For example, state laws often establish maximum allowable finance charges for certain consumer and commercial loans. Noncompliance with applicable statutes or regulations could result in the suspension or revocation of any license or registration at issue, as well as the imposition of civil fines and criminal penalties. No assurance can be given that applicable laws 11 or regulations will not be amended or construed differently, that new laws and regulations will not be adopted or that interest rates we charge will not rise to maximum levels permitted by law, the effect of any of which could be to adversely affect our business or results of operations. Under certain circumstances, the Federal Reserve has the authority to issue orders which could restrict our ability to engage in new activities or to acquire additional businesses or to acquire assets outside of the normal course of business. In addition to being subject to the Act, DKB is subject to Japanese banking laws, regulations, guidelines and orders that affect our permissible activities. We have entered into an agreement with DKB in order to facilitate DKB's compliance with applicable U.S. and Japanese banking laws, and with the regulations, interpretations, policies, guidelines, requests, directives and orders of the applicable regulatory authorities, their staffs or any court (collectively, the "Banking Laws"). That agreement prohibits us from engaging in any new activity or entering into any transaction for which prior approval, notice or filing is required under Banking Laws, unless DKB obtains the required prior approval, gives such prior notice or makes such filings. We are also prohibited from engaging in any activity that would cause DKB, CIT or any affiliate of DKB or CIT to violate any Banking Laws. If, at any time, DKB determines that any of our activities is prohibited by any Banking Law, we are required to take all reasonable steps to cease such activities. Under the terms of that agreement, DKB is responsible for making all determinations as to compliance with applicable Banking Laws. SUMMARY OF FINANCIAL INFORMATION The following is a summary of certain financial information of CIT and its subsidiaries. The data for the year ended December 31, 2000 was obtained from the unaudited condensed consolidated financial statements of CIT as of and for the year ended December 31, 2000 included in the Current Report on Form 8-K, dated January 25, 2001. The data for the years ended December 31, 1999, 1998 and 1997 were obtained from CIT's audited consolidated financial statements contained in CIT's 1999 Annual Report on Form 10-K. The data for the year ended December 31, 1996 was obtained from audited consolidated statements of CIT that are not incorporated by reference in this prospectus. This summary should be read in conjunction with the financial information of CIT included in the reports referred to under "Where You Can Find More Information" on page 24.
Years Ended December 31, -------------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Finance income $ 5,248.4 $ 2,565.9 $2,015.1 $1,824.7 $1,646.2 Interest expense 2,497.7 1,293.4 1,040.8 937.2 848.3 Net finance income 2,750.7 1,272.5 974.3 887.5 797.9 Depreciation on operating lease equipment 1,281.3 355.1 169.5 146.8 121.7 Net Finance Margin 1,469.4 917.4 804.8 740.7 676.2 Other Revenue 912.0 350.8 255.4 247.8 244.1 Gain on sale of equity interest acquired in loan workout 58.0 Operating Revenue 2,381.4 1,268.2 1,060.2 1,046.5 920.3
12
Years Ended December 31, -------------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Salaries and Employee Benefits 600.7 309.4 245.4 253.5 223.0 General Operating Expenses 434.5 206.6 162.3 166.5 162.3 Total Selling and General Operating Expenses 1,035.2 516.0 407.7 420.0 385.3 Provision for Credit Losses 255.2 110.3 99.4 113.7 111.4 Goodwill Amortization 86.3 25.7 10.1 8.4 7.8 Minority interest in subsidiary trust holding solely debentures of CIT 19.2 19.2 19.2 16.3 -- Operating Expenses $ 1,395.9 $ 671.2 $ 536.4 $ 558.4 $ 504.5 Pretax Income 985.5 597.00 523.8 488.1 415.8 Provision for Income Taxes 373.9 207.6 185.0 178.0 155.7 Net income 611.6 389.4 338.8 310.1 260.1
The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated. Ratios of Earnings to Fixed Charges
Years Ended December 31, ------------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Ratios of Earnings to Fixed Charges 1.39x 1.45x 1.49x 1.51x 1.49x
We have computed the ratios of earnings to fixed charges in accordance with requirements of the SEC's Regulation S-K. Earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges consist of interest on indebtedness, minority interest in a subsidiary trust holding solely debentures of CIT and the portion of rentals considered to represent an appropriate interest factor. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead note future expectations, projections, intentions or other items relating to the future. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results or performance to differ materially from those comtemplated by the forward-looking statements in the text. Other important factors that could cause actual results to differ include: o The results of our efforts to implement our business strategy. Failure to fully implement our business strategy might result in decreased market penetration, adverse effects on results of operations, and other adverse results. 13 o The effect of economic conditions and the performance of our borrowers. Economic conditions in general or in particular market segments could impact the ability of our borrowers to operate or expand their businesses, which might result in decreased performance or repayment of their obligations or reduced demand for additional financing needs. o Actions of our competitors and our ability to respond to those actions. We seek to remain competitive without sacrificing prudent lending standards. Doing business under those standards becomes more difficult, however, when competitors offer financing with less stringent criteria. We seek to maintain credit quality at the risk of growth in assets, if necessary. o The cost of our capital. That cost depends on many factors, some of which are beyond our control, such as our portfolio quality, ratings, prospects and outlook. o Changes in government regulations, tax rates and similar matters. For example, government regulations could significantly increase the cost of doing business or could eliminate certain tax advantages of some of our financing products. o Other risks detailed in our other SEC reports or filings. Except as required by law, we do not intend to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. We cannot predict your risk in relying on forward-looking statements in light of the many factors that could affect their accuracy. USE OF PROCEEDS We intend to use the net proceeds from the sale of any debt securities offered under this prospectus to provide additional working funds for us and our subsidiaries. Generally, we use the proceeds of our short-term borrowings primarily to originate and purchase receivables in the ordinary course of our business. We have not yet determined the amounts that we may use in connection with our business or that we may furnish to our subsidiaries. From time to time, we may also use the proceeds to finance the bulk purchase of receivables and/or the acquisition of other finance-related businesses. DESCRIPTION OF DEBT SECURITIES The debt securities offered by this prospectus will be unsecured obligations of CIT and will be either senior debt or senior subordinated debt. Senior debt will be issued under a senior debt indenture. Senior subordinated debt will be issued under a senior subordinated debt indenture. The senior debt indenture and the senior subordinated debt indenture are sometimes referred to in this prospectus individually as an "indenture" and collectively as the "indentures." We have filed forms of the global senior indenture and subordinated indenture as exhibits to the registration statement on Form S-3 (No. 333-____) under the Securities Act of 1933, of which this prospectus is a part. The terms of the indentures are also governed by the applicable provisions of the Trust Indenture Act of 1939. 14 The following briefly summarizes the material provisions of the indentures and the debt securities, other than pricing and related terms disclosed in the accompanying prospectus supplement. You should read the more detailed provisions of the applicable indenture, including the defined terms, for provisions that may be important to you. You should also read the particular terms of a series of debt securities, which will be described in more detail in the applicable prospectus supplement. Copies of the indentures may be obtained from CIT or the applicable trustee. So that you may easily locate the more detailed provisions, the numbers in parentheses below refer to sections in the applicable indenture or, if no indenture is specified, to sections in each of the indentures. Wherever particular sections or defined terms of the applicable indenture are referred to, these sections or defined terms are incorporated into this prospectus by reference and the statements in this prospectus are qualified by that reference. General The indentures provide that any debt securities that we issue will be issued in fully registered form. We may issue the debt securities in one or more separate series of senior or senior subordinated securities. Debt securities in a particular series may have different maturities or different purchase prices. (See Section 2.01 of the indentures). The debt securities that we issue will constitute either "superior indebtedness" or "senior subordinated indebtedness," as those terms are defined below. From time to time, we may issue senior debt securities or "senior securities," in one or more separate series of debt securities. We will issue each series of senior securities under separate indentures, each substantially in the form of a global senior indenture filed with the SEC. We will enter into each senior indenture with a banking institution organized under the laws of the United States or one of the states thereof. We refer to this banking institution as a "senior trustee." From time to time, we may also issue senior subordinated debt securities as one or more separate series of debt securities. We will issue each series of senior subordinated securities under one or more separate indentures, each substantially in the form of a senior subordinated global indenture filed with the SEC. We will enter into each senior subordinated indenture with a banking institution organized under the laws of the United States or one of the states thereof. We refer to this banking institution as "senior subordinated trustee." From time to time, we may issue senior subordinated securities which are intended to qualify as "Tier II Capital" under the rules and regulations of the Ministry of Finance of Japan and the risk-based capital guidelines of the Federal Reserve Board. Limitations on Indebtedness. The terms of the senior indentures do not limit the amount of debt securities or other unsecured superior indebtedness that we may issue. The terms of the senior indentures also do not limit the amount of subordinated debt, secured or unsecured, that we may issue. The terms of some of the senior subordinated indentures may limit the amount of debt securities or other unsecured senior subordinated indebtedness that we may issue or limit the amount of junior subordinated indebtedness that we may issue. For a description of these limitations, see "Description of Debt Securities - --Restrictive Provisions and Covenants" on page 18. At December 31, 2000, approximately $200 million of senior subordinated indebtedness was issued and outstanding. At December 31, 2000, under the most restrictive provisions of the 15 senior subordinated indentures, we could issue up to approximately $5.807 billion of additional senior subordinated indebtedness. Original Issue Discount. Debt securities bearing no interest or a below market interest rate when issued are known as original issue discount securities. We will offer any original issue discount securities which we issue at a discount, which may be substantial, below their stated principal amount. You should refer to the prospectus supplement for a description of federal income tax consequences and other special considerations applicable to original issue discount securities. Particular Terms of Offered Debt Securities. You should refer to the prospectus supplement for a description of the particular terms of any debt securities that we offer for sale. The following are some of the terms of these debt securities that we will describe in the prospectus supplement: o title, designation, total principal amount and authorized denominations; o percentage of principal amount at which debt securities will be issued; o maturity date or dates; o interest rate or rates (which may be fixed or variable) per annum, the method of determining the interest rate or rates and any original issue discount; o payment dates for interest and principal and the provisions for accrual of interest; o provisions for any sinking, purchase or other comparable fund; o any redemption terms; o designation of the place where registered holders of debt securities may be paid or may transfer or redeem debt securities; o designation of any foreign currency, including composite currencies, in which the debt securities may be issued or paid and any terms under which a holder of debt securities may elect to be paid in a different currency than the currency of the debt securities; o any index that may be used to determine the amounts of principal, interest or any other payment due on the debt securities; and o designation of the debt securities as senior securities or senior subordinated securities. (See Section 2.01 of the indentures). Payment. We will make all payments due on debt securities, less any applicable withholding taxes, at the office of CIT or its agent maintained for this purpose in New York, New York. However, at our option, we may pay interest, less any applicable withholding taxes, 16 by mailing a check to the address of the person entitled to the interest as their name and address appear on our register. (See Section 2.04 of the indentures). Transfer of Debt Securities. A registered holder of debt securities or a properly authorized attorney of the holder, may transfer these debt securities at our office or our agent's office. The prospectus supplement will describe the location of these offices. We will not charge the holder a fee for any transfer or exchange of debt securities, but we may require the holder to pay a sum sufficient to cover any tax or other governmental charge in connection with a transfer or exchange. (See Section 2.06 of the indentures). Certain Defined Terms. "Indebtedness" in the definition of the terms "superior indebtedness," "senior subordinated indebtedness," and "junior subordinated indebtedness" means all obligations which in accordance with generally accepted accounting principles should be classified as liabilities on a balance sheet and in any event includes all debt and other similar monetary obligations, whether direct or guaranteed. "Superior indebtedness" means all of our indebtedness that is not by its terms subordinate or junior to any of our other indebtedness. The senior securities will constitute superior indebtedness. "Senior subordinated indebtedness" means all of our indebtedness that is subordinate only to superior indebtedness. The senior subordinated securities will constitute senior subordinated indebtedness. "Junior subordinated indebtedness" means all indebtedness of CIT that is subordinate to both superior indebtedness and senior subordinated indebtedness. Senior Securities The senior securities will be direct, unsecured obligations of CIT. Senior securities will constitute superior indebtedness issued with equal priority to the other superior indebtedness. At December 31, 2000, CIT's consolidated unaudited balance sheet reflected approximately $28.7 billion of outstanding superior indebtedness. The senior securities will be senior to all senior subordinated indebtedness, including the senior subordinated securities. At December 31, 2000, CIT's consolidated balance sheet reflected $200 million outstanding senior subordinated indebtedness and no outstanding junior subordinated indebtedness. Senior Subordinated Securities The senior subordinated securities will be direct, unsecured obligations of CIT. CIT will pay principal, premium, if any and interest on the senior subordinated securities only after the prior payment in full of all superior indebtedness of CIT, including the senior securities. In the event of any insolvency, bankruptcy or similar proceedings, the holders of superior indebtedness will be paid in full before any payment is made on the senior subordinated securities. An event of default under or acceleration of superior indebtedness does not in itself 17 trigger the payment subordination provisions applicable to senior subordinated securities. However, if the senior subordinated securities are declared due and payable before maturity due to a default, the holders of the senior subordinated securities will be entitled to payment only after superior indebtedness is paid in full. Due to these subordination provisions, if we become insolvent, the holders of superior indebtedness may recover a higher percentage of their investment than the holders of the senior subordinated securities. We intend that any senior subordinated securities will be in all respects equal in right of payment with the other senior subordinated indebtedness, including CIT's outstanding senior subordinated securities. We also intend that all senior subordinated securities will be superior in right of payment to all junior subordinated indebtedness and to all outstanding capital stock. Senior subordinated securities of certain series may meet the requirements necessary for that series to be considered "Tier II Capital" under the rules and regulations of the Ministry of Finance of Japan and the risk-based capital guidelines of the Federal Reserve Board. If we propose to issue senior subordinated securities that will qualify as Tier II Capital, then we will disclose this in the prospectus supplement. Restrictive Provisions and Covenants Negative Pledge. Generally, the indentures do not limit the amount of other securities that we or our subsidiaries may issue. But each indenture contains a provision, the "Negative Pledge," that we will not pledge or otherwise subject to any lien any of our property or assets to secure indebtedness for money borrowed, incurred, issued, assumed or guaranteed by us, subject to certain exceptions. (See Section 6.04 of the indentures). Under the terms of the Negative Pledge, we are permitted to create the following liens: o liens in favor of any of our subsidiaries; o purchase money liens; o liens existing at the time of any acquisition that we may make; o liens in favor of the United States, any state or governmental agency or department to secure obligations under contracts or statutes; o liens securing the performance of letters of credit, bids, tenders, sales contracts, purchase agreements, repurchase agreements, reverse repurchase agreements, bankers' acceptances, leases, surety and performance bonds and other similar obligations incurred in the ordinary course of business; o liens upon any real property acquired or constructed by us primarily for use in the conduct of our business; 18 o arrangements providing for our leasing of assets, which we have sold or transferred with the intention that we will lease back these assets, if the lease obligations would not be included as liabilities on our consolidated balance sheet; o liens to secure non-recourse debt in connection with our leveraged or single-investor or other lease transactions; o consensual liens created in our ordinary course of business that secure indebtedness that would not be included in total liabilities as shown on our consolidated balance sheet; o liens created by us in connection with any transaction that we intend to be a sale of our property or assets; o liens on property or assets financed through tax-exempt municipal obligations; o liens arising out of any extension, renewal or replacement, in whole or in part, of any financing permitted under the Negative Pledge, so long as the lien extends only to the property or assets, with improvements, that originally secured the lien; and o liens that secure certain other indebtedness which, in an aggregate principal amount then outstanding, does not exceed 10% of our consolidated net worth. (See Section 6.04 of the indentures for the provisions of the Negative Pledge). In addition, in the senior subordinated indentures, we have agreed not to permit: o the aggregate amount of senior subordinated indebtedness outstanding at any time to exceed 100% of the aggregate amount of the par value of the capital stock plus our consolidated surplus (including retained earnings); or o the aggregate amount of senior subordinated indebtedness and junior subordinated indebtedness outstanding at any time to exceed 150% of the aggregate amount of the par value of the capital stock plus our consolidated surplus (including retained earnings). Under the more restrictive of these tests, as of December 31, 2000, we could issue up to approximately $5.807 billion of additional senior subordinated indebtedness. (See senior subordinated indenture Section 6.05). Restrictions on Mergers and Asset Sales. Subject to the provisions of the Negative Pledge, the indentures will not prevent us from consolidating or merging with any other corporation or selling our assets as or substantially as, an entirety. However, if we are not the surviving corporation in a merger, the surviving corporation must expressly assume our obligations under the indentures. Similarly, if we were to sell our assets as or substantially as, an entirety to another party, the purchaser must also assume our obligations under the indentures. (See Section 15.01 of the senior indenture, Section 16.01 of the senior subordinated indenture). 19 The holders of at least a majority in principal amount of the outstanding debt securities of any series may waive compliance with the restrictions of the Negative Pledge. This waiver of compliance will bind all of the holders of that series of debt securities. (See Section 6.06 of the senior indenture, Section 6.07 of the senior subordinated indenture). Other than these restrictions, the indentures contain no additional provisions limiting our ability to enter into a highly leveraged transaction. Modification of Indenture Each indenture contains provisions permitting us and the trustee to amend, modify or supplement the indenture or any supplemental indenture as to any series of debt securities. Generally, these changes require the consent of the holders of at least 66 2/3% of the outstanding principal amount of each series of debt securities affected by the change. Unanimous consent of the holders of a series of debt securities is required for any of the following changes: o extending the maturity of that series of debt security, reducing the rate, extending the time of payment of interest or reducing any other payment due under that series of debt security; o reducing the percentage of holders required to consent to any amendment or modification for purposes of that series of debt security; or o modifying the rights, duties or immunities of the trustee without the consent of the trustee. (See Section 14.02 of the indentures). Computations for Outstanding Debt Securities In computing whether the holders of the requisite principal amount of outstanding debt securities have taken action under an Indenture: o for an original issue discount security, we will use the amount of the principal that would be due and payable as of that date, as if the maturity of the debt had been accelerated due to a default; or o for a debt security denominated in a foreign currency or currencies, we will use the U.S. dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of the debt security. (See Section 1.02 of the indentures). 20 Events of Default Each indenture defines an "event of default" with respect to any series of debt securities. An event of default under an indenture is any one of the following events that occurs with respect to a series of debt securities: o nonpayment for thirty days of any interest when due; o nonpayment of any principal or premium, if any, when due; o nonpayment of any sinking fund installment when due; o failure, after thirty days' appropriate notice, to perform any other covenant in the indenture (other than a covenant included in the indenture solely for the benefit of another series of debt securities); o certain events in bankruptcy, insolvency or reorganization; or o nonpayment of interest on our indebtedness, including guaranteed indebtedness (other than indebtedness that is subordinate) or nonpayment of any principal on any of our indebtedness, after appropriate notice and expiration of any applicable grace period. (See Section 7.01 of the indentures). The trustee may withhold notice of any default (except in the payment of principal of, premium, if any or interest, if any, on any series of debt securities) if the trustee considers that withholding notice is in the interests of the holders of that series of debt securities. (See Section 11.03 of the indentures). Generally, each indenture provides that upon an event of default, the trustee or the holders of not less than 25% in principal amount of any series of debt securities then outstanding may declare the principal of all debt securities of that series to be due and payable. (See Section 7.02 of the indentures). However, with respect to any series of senior subordinated securities considered "Tier II," only certain events in bankruptcy, insolvency or reorganization would permit acceleration of the maturity of the indebtedness. The prospectus supplement will indicate if the series of senior subordinated securities covered by that prospectus supplement will be "Tier II." You should refer to the prospectus supplement for any original issue discount securities for disclosure of the particular provisions relating to acceleration of the maturity of indebtedness upon the occurrence of an event of default. Within 120 days after the close of each fiscal year, we are required to file with each trustee a statement, signed by specified officers, stating whether or not the specified officers have knowledge of any default and, if so, specifying each default, the nature of the default and what action, if any, has been taken to cure the default. (See Section 6.05 of the senior indenture, Section 6.06 of the senior subordinated indenture). 21 Except in cases of default and acceleration, the trustee is not under any obligation to exercise any of its rights or powers under an indenture at the request of holders of debt securities, unless these holders offer the trustee a reasonable indemnity. (See Section 11.01 of the indentures). As long as the trustee has this indemnity, the holders of a majority in principal amount of any series of debt securities outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture or of exercising any trust or power conferred upon the trustee. (See Section 7.08 of the indentures). Defeasance of the Indenture and Debt Securities We may, at any time, satisfy our obligations with respect to payments on any series of debt securities by irrevocably depositing in trust with the trustee cash or U.S. Government Obligations, as defined in the indenture or a combination thereof sufficient to make payments on the debt securities when due. If we make this deposit in a sufficient amount, properly verified, then we would discharge all of our obligations with respect to that series of debt securities and the indenture insofar as it relates to that series of debt securities, except as otherwise provided in the indenture. In the event of this defeasance, holders of that series of debt securities would be able to look only to the trust fund for payment on that series of debt securities until the date of maturity or redemption. Our ability to defease debt securities of any series using this trust fund is subject to certain tax, legal and stock exchange requirements. (See Sections 12.01, 12.02 and 12.03 of the indentures). Information Concerning the Trustees We may periodically borrow funds from any of the trustees. We and our subsidiaries may maintain deposit accounts and conduct other banking transactions with any of the trustees. A trustee under a senior indenture or a senior subordinated indenture may act as trustee under any of CIT's other indentures. PLAN OF DISTRIBUTION We may sell the debt securities being offered hereby: o directly to purchasers; o through agents; o to dealers; or o through an underwriter or a group of underwriters. We may directly solicit offers to purchase debt securities. We may also solicit offers through our agents. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment (ordinarily five business days or less). Under our agreements with agents, we may indemnify agents against certain civil liabilities, including liabilities under the Securities Act of 1933. 22 We may also sell debt securities through a dealer as principal. The dealer may then resell the debt securities to the public at varying prices to be determined by the dealer at the time of resale. Under our agreements with dealers, we may indemnify dealers against certain civil liabilities, including liabilities under the Securities Act. We may also use one or more underwriters to sell debt securities. Under our agreements with underwriters, we may indemnify underwriters against certain liabilities, including liabilities under the Securities Act. The names of the underwriters and the terms of the debt securities will be set forth in the prospectus supplement. When reselling debt securities to the public, the underwriters will deliver the prospectus supplement and this prospectus to purchasers of debt securities, as required by applicable law. The underwriters, dealers, and agents may be deemed to be underwriters under the Securities Act. Any discounts, commissions, or concessions that they receive from us or any profit they make on the resale of debt securities may be deemed to be underwriting discounts and commissions under the Securities Act. We will disclose in the prospectus supplement any person who may be deemed to be an underwriter and any compensation that we have paid to any underwriter. We may have various other commercial relationships with our underwriters, dealers, and agents. If disclosed in the prospectus supplement, we may authorize underwriters and agents to solicit offers by certain institutions to purchase offered debt securities from us at the public offering price set forth in the prospectus supplement pursuant to contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and unless we otherwise agree the aggregate principal amount of offered debt securities sold pursuant to contracts will be not less nor more than, the amounts stated in the prospectus supplement. We may authorize underwriters and agents to enter into contracts with institutions including commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, all subject to our approval. Contracts will not be subject to any conditions except that any purchase of debt securities by an institution pursuant to a contract must be permitted under applicable laws. We will disclose in the prospectus supplement any commission that we pay to underwriters and agents who sell debt securities pursuant to contracts. Underwriters and agents will have no responsibility in respect of the delivery or performance of contracts. The place and time of delivery for the debt securities will be set forth in the prospectus supplement. EXPERTS Our consolidated balance sheets as of December 31, 1999, 1998 and 1997 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 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent certified public accountants, also incorporated by reference herein and upon the authority of KPMG LLP as experts in accounting and auditing. 23 The consolidated statement of income of Newcourt Credit Group Inc. and its subsidiaries for the year ended December 31, 1998 and the notes related thereto included on pages 56, 64-68 and 74-76 of Newcourt Credit Group Inc.'s Annual Report on Form 40-F for the year ended December 31, 1998 filed with the SEC on May 20, 1999 have been incorporated by reference herein and in the registration statement in reliance upon the report of Ernst & Young LLP, independent public accountants. The consolidated statement of income and related notes referred to above have been incorporated herein in reliance on said report given on the authority of Ernst & Young LLP as experts in auditing and accounting. LEGAL OPINIONS Our counsel, Schulte Roth & Zabel LLP, New York, New York is passing for us on the validity of the securities to which this prospectus relates. Paul N. Roth, a founding and current partner of Schulte Roth & Zabel LLP, is one of our directors. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, and current reports, proxy statements and other information with the SEC. We have also filed with the SEC a Registration Statement on Form S-3 to register the debt securities being offered in this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement. For further information about us and the securities offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any document that CIT files at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. These SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. Certain of our securities are listed on the New York Stock Exchange and reports and other information concerning us can also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. You can also obtain more information about us by visiting our web site at http://www.cit.com. The SEC allows us to "incorporate by reference" the information we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information included in the following documents is incorporated by reference and is considered to be a part of this prospectus. The most recent information that we file with the SEC automatically updates and supersedes older information. We have previously filed the following documents with the SEC and are incorporating them by reference into this prospectus: 1. Our Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on March 28, 2000, as amended by our report on Form 10-K/A, filed with the SEC on March 29, 2000; 2. Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2000, filed with the SEC on May 15, 2000; for the quarter ended June 30, 2000, filed with the SEC on 24 August 14, 2000; and for the quarter ended September 30, 2000, filed with the SEC on November 14, 2000; 3. Our Current Reports on Form 8-K dated February 3, 2000, filed with the SEC on February 7, 2000; dated April 27, 2000, filed with the SEC on May 3, 2000; dated June 6, 2000, filed with the SEC on June 14, 2000; dated July 27, 2000, filed with the SEC on July 28, 2000; dated October 26, 2000, filed with the SEC on November 3, 2000; dated November 2, 2000, filed with the SEC on November 3, 2000; dated November 7, 2000, filed with the SEC on November 7, 2000; dated December 1, 2000, filed with the SEC on December 1, 2000; and dated January 25, 2001, filed with the SEC on January 26, 2001; and on Form 8-K/A dated November 15, 1999, filed with the SEC on January 31, 2000. 4. The description of the Common Stock contained in our registration statement on Form S-3 (File No. 333-86395), filed with the SEC on September 1, 1999, as amended by Amendment No. 1, filed with the SEC on November 10, 1999 and any amendment or report filed for the purpose of further updating this description. This description of the Common Stock is incorporated by reference into our registration statement on Form 8-A, Amendment No. 2, filed with the SEC on November 12, 1999 pursuant to the Securities Exchange Act of 1934, as amended. We also incorporate by reference the consolidated statement of income of Newcourt Credit Group Inc. and its subsidiaries for the year ended December 31, 1998 and the notes related thereto included on pages 56, 64-68 and 74-76 of Newcourt Credit Group Inc.'s Annual Report on Form 40-F for the year ended December 31, 1998 filed with the SEC on May 20, 1999. Until we have sold all of the debt securities that we are offering for sale under this prospectus, we also incorporate by reference all documents that CIT will file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. We will provide without charge to each person who receives a prospectus, including any beneficial owner, a copy of the information that has been incorporated by reference in this prospectus. If you would like to obtain this information from us, please direct your request, either in writing or by telephone, to James J. Egan, Jr., Executive Vice President-Investor Relations, The CIT Group, Inc., 650 CIT Drive, Livingston, New Jersey 07039, telephone (973) 740-5000. You should rely only on the information provided in this prospectus and the prospectus supplement, as well as the information incorporated by reference. CIT has not authorized anyone to provide you with different information. CIT is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, the prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date on the front of the applicable document. 25 Part II. INFORMATION NOT REQUIRED IN PROSPECTUS. Item 14. Other Expenses of Issuance and Distribution. The following table sets forth all expenses payable by CIT in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except for the registration fee. Registration fee $ 250,000 Fees and expenses of accountants 250,000 Fees and expenses of counsel 750,000 Fees and expenses of trustees and paying and authenticating agents 200,000 Printing and engraving expenses 220,000 Rating agencies 800,000 Blue sky fees and expenses 25,000 Miscellaneous 10,000 ---------- Total $2,505,000 Item 15. Indemnification of Directors and Officers. Subsection (a) of Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that II-1 the Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that: (i) to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; and (ii) indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled. In addition, Section 145 empowers the corporation to purchase and maintain insurance on behalf of any person acting in any of the capacities set forth in the second preceding paragraph against any liability asserted against the person or incurred by the person in any such capacity or arising out of the person's status as such whether or not the corporation would have the power to indemnify the person against the liabilities under Section 145. Article X of CIT's By-laws provides, in effect, that in addition to any rights afforded to a director, officer, employee or agent of CIT by contract or operation of law, CIT may indemnify any person who is or was a director, officer, employee or agent of CIT or of any other corporation which the person served at the request of CIT, against any and all liability and reasonable expenses incurred by the person in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of CIT or such other corporation or otherwise), civil or criminal, in which the person may have become involved, as a party or otherwise, by reason of the person's being or having been such director, officer, employee or agent of CIT or such other corporation, whether or not the person continues to serve in such capacity at the time such liability or expense is incurred, provided that the person acted in good faith and in what the person reasonably believed to be the best interests of CIT or such other corporation and, in connection with any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article X further provides that any person who is or was a director, officer, employee or agent of CIT or any direct or indirect wholly-owned subsidiary of CIT shall be entitled to indemnification as a matter of right if the person has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the type described in the foregoing paragraph. In addition, CIT maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies with aggregate limits of $125,000,000. The risks covered by such policies include liabilities under the Securities Act. Item 16. Exhibits e1.1 -- Form of Underwriting Agreement. c1.2 -- Form of Selling Agency Agreement. a4.1a -- Proposed form of Debt Securities (Note). II-2 a4.1b -- Proposed form of Debt Securities (Debenture). a4.1c -- Proposed form of Debt Securities (Deep Discount Debenture). a4.1d -- Proposed form of Debt Securities (Zero Coupon Debenture). b4.1e -- Proposed form of Debt Securities (Extendible Note). b4.1f -- Proposed form of Debt Securities (Floating Rate Renewable Note). c4.1g -- Proposed form of Debt Securities (Floating Rate Note). f4.1h -- Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). f4.1i -- Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). f4.1j -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). f4.1k -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). d4.2a -- Form of Global Indenture between the Registrant and each Senior Trustee. d4.2b -- Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. d4.2c -- Standard Multiple-Series Indenture Provisions dated as of September 24, 1998. g5 -- Opinion of Schulte Roth & Zabel LLP in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. f12 -- Computation of Ratios of Earnings to Fixed Charges. f23.1 -- Consent of KPMG LLP. f23.2 -- Consent of Ernst & Young LLP. g23.3 -- Consent of Counsel. The consent of Schulte Roth & Zabel LLP is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. f24.1 -- Powers of Attorney. f24.2 -- Board Resolutions. f25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. II-3 f25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bank One Trust Company, NA. f25.3 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of BNY Midwestern Trust Company. - ---------- a. Incorporated by reference to Registration Statement No. 2-93960 on Form S-3 filed October 25, 1984. b. Incorporated by reference to Registration Statement No. 33-30047 on Form S-3 filed July 24, 1989. c. Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 filed February 16, 1993. d. Incorporated by reference to Registration Statement No. 333-63793 on Form S-3 filed September 18, 1998. e. Incorporated by reference to Registration Statement No. 333-71361 on Form S-3 filed February 11, 1999. f. Filed herewith. g. To be filed by pre-effective amendment. Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement II-4 or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned the Registrant hereby undertakes (1) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at the time meets the requirements of Section 10(a) of the Securities Act and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto and (2) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the II-5 first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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 City of New York and State of New York, on the 23rd day of February, 2001. 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, on this 23rd day of February, 2001: By /s/ Anne Beroza Anne Beroza Attorney-in-fact Signature and Title ALBERT R. GAMPER, JR.* Albert R. Gamper, Jr. Chairman, President, Chief Executive Officer and Director (principal executive officer) /s/ JOSEPH M. LEONE Joseph M. Leone Executive Vice President and Chief Financial Officer (principal financial and accounting officer) DANIEL P. AMOS* Daniel P. Amos Director JOHN S. CHEN* John S. Chen Director II-7 ANTHEA DISNEY* Anthea Disney Director WILLIAM A. FARLINGER* William A. Farlinger Director GUY HANDS* Guy Hands Director HON. THOMAS H. KEAN* Hon. Thomas H. Kean Director PAUL MORTON* Paul Morton Director TAKATSUGU MURAI* Takatsugu Murai Director WILLIAM M. 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, JR.* Theodore V. Wells, Jr. Director II-8 ALAN F. WHITE* Alan F. White Director *Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D. Stein, Anne Beroza and Robert J. Ingato and each of them to sign this Registration Statement and amendments hereto on behalf of the directors and officers of CIT indicated above are held by CIT and available for examination pursuant to Item 302(b) of Regulation S-T. II-9 Exhibit Index e1.1 -- Form of Underwriting Agreement. c1.2 -- Form of Selling Agency Agreement. a4.1a -- Proposed form of Debt Securities (Note). a4.1b -- Proposed form of Debt Securities (Debenture). a4.1c -- Proposed form of Debt Securities (Deep Discount Debenture). a4.1d -- Proposed form of Debt Securities (Zero Coupon Debenture). b4.1e -- Proposed form of Debt Securities (Extendible Note). b4.1f -- Proposed form of Debt Securities (Floating Rate Renewable Note). c4.1g -- Proposed form of Debt Securities (Floating Rate Note). f4.1h -- Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). f4.1i -- Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). f4.1j -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). f4.1k -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). d4.2a -- Form of Global Indenture between the Registrant and each Senior Trustee. d4.2b -- Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. d4.2c -- Standard Multiple-Series Indenture Provisions dated as of September 24, 1998. g5 -- Opinion of Schulte Roth & Zabel LLP in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. f12 -- Computation of Ratios of Earnings to Fixed Charges. f23.1 -- Consent of KPMG LLP. f23.2 -- Consent of Ernst & Young LLP. g23.3 -- Consent of Counsel. The consent of Schulte Roth & Zabel LLP is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. f24.1 -- Powers of Attorney. f24.2 -- Board Resolutions. f25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. f25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bank One Trust Company, NA. f25.3 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of BNY Midwestern Trust Company. - ---------- a. Incorporated by reference to Registration Statement No. 2-93960 on Form S-3 filed October 25, 1984. b. Incorporated by reference to Registration Statement No. 33-30047 on Form S-3 filed July 24, 1989. c. Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 filed February 16, 1993. d. Incorporated by reference to Registration Statement No. 333-63793 on Form S-3 filed September 18, 1998. e. Incorporated by reference to Registration Statement No. 333-71361 on Form S-3 filed February 11, 1999. f. Filed herewith. g. To be filed by pre-effective amendment. 2 EX-4.1H 2 0002.txt PROPOSED FORM OF DEBT SECURITIES (FIXED RATE NOTE) Exhibit 4.1h THE CIT GROUP HOLDINGS, INC. MEDIUM-TERM FIXED RATE NOTE Due Nine Months or More From Date of Issue REGISTERED No. FXR- CUSIP No. If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede and Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is _______________. This certificate has been issued with __________ of OID per $1,000 of initial principal amount. The annual yield to maturity is ___%, based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ____________ per $1,000 of initial principal amount, computed under the ____________ method as defined in proposed Treasury regulations. PRINCIPAL AMOUNT: ISSUE PRICE: % REDEEMABLE ON OR AFTER: INTEREST PAYMENT DATES: (AT OPTION OF THE CORPORATION) INITIAL REDEMPTION PERCENTAGE: MATURITY DATE: 1 ANNUAL REDEMPTION PERCENTAGE ORIGINAL ISSUE DATE: REDUCTION: INITIAL DATE ON WHICH THE NOTE SPECIFIED CURRENCY: IS REPAYABLE AT THE OPTION OF: (Only applicable if THE HOLDER Specified Currency is other than U.S. Dollars) AUTHORIZED DENOMINATIONS: DEFAULT RATE: (Only applicable if Specified Currency is (Only applicable if issued other than U.S. Dollars) at original issue discount) EXCHANGE RATE AGENT: OID DEFAULT AMOUNT: (Only applicable if Specified Currency is (Only applicable if issued at other than U.S. Dollars) original issue discount) OTHER PROVISIONS: INTEREST RATE PER ANNUM: THE CIT GROUP HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation"), for value received, hereby promises to pay to CEDE & CO , or registered assigns, at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, the principal sum of _______________ ___________________________________________________________ (Specified Currency) on the maturity date shown above, or if such date is not a Business Day (as defined below), the next succeeding Business Day (the "Maturity Date"), in such coin, currency or currency unit specified above as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, if any, on said principal sum at the rate per annum (computed on the basis of a 360-day year of twelve 30-day months) shown above, in like coin, currency or currency unit, semi-annually on each Interest Payment Date set forth above from and after the date of this Note and on the Maturity Date or date of redemption or repayment, if any, until payment of said principal sum has been made or duly provided; provided, however, that if an Interest Payment Date or the Maturity Date (or the date of redemption or repayment) would otherwise fall on a day that is not a Business Day, then interest on this Note will be paid on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after such Interest Payment Date or Maturity Date (or the date of redemption or repayment); provided, further, that (unless the holder elects otherwise as provided herein) the Corporation will make such payments in respect of non-U.S. dollar denominated Notes in U.S. dollars in amounts determined as set forth below. Unless this Note is a Note which has been issued upon transfer of, in exchange for, or in replacement of a predecessor Note, interest on this Note shall accrue from the Original Issue Date indicated above. If this Note has been issued upon transfer of, in exchange for, or in replacement of a predecessor Note, interest on this Note shall accrue from the last Interest Payment Date to which interest was paid on such predecessor Note or, if no interest was paid on such predecessor Note, from the Original Issue Date indicated above. The 2 first payment of interest on a Note originally issued and dated on or after the Record Date (as defined below) preceding an Interest Payment Date will not be made on such Interest Payment Date, but will be made on the next succeeding Interest Payment Date. Subject to certain exceptions provided in the Indenture referred to below, the interest so payable on any Interest payment Date will be paid to the person in whose name this Note is registered at the close of business on the fourteenth day next preceding such Interest Payment Date (each such date a "Record Date"), provided, however, that interest payable on the Maturity Date or upon earlier redemption or repayment (other than a Maturity Date, redemption date or repayment date that would otherwise be an Interest Payment Date) will be paid to the person to whom said principal sum is payable. Payment of interest on this Note due on any Interest Payment Date (unless this Note is denominated in a Specified Currency other than U.S. dollars and the holder elects to receive payments in the Specified Currency as described below) will be made in U.S. dollars by check mailed to the person entitled thereto at his last address as it appears on the register books of the Corporation. Except as otherwise provided below, payment of the principal of, and premium and interest, if any, on this Note due to the holder hereof at maturity or upon earlier redemption or repayment will be made in U.S. dollars, in immediately available funds, upon presentation of this Note at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. The holder of any Note denominated in a Specified Currency other than U.S. dollars may elect to receive payments in the Specified Currency by transmitting a written request for such payment to the principal office of the Paying Agent under the Indenture prior to the Record Date immediately preceding any Interest Payment Date or at least 15 days prior to the Maturity Date or date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. The holder of any such Note may elect to receive payment in the Specified Currency for all principal (and premium, if any) and interest payments and need not file a separate election for each payment. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or at least 15 days prior to the Maturity Date or the date of redemption or repayment, if any. Payments of interest to be made in a currency or currency unit other than U.S. dollars (other than interest on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment) will be paid by bank draft mailed to the person entitled thereto at his last address as it appears on the registry books of the Corporation. Payment in a currency or currency unit, other than U.S. dollars, of the principal of and premium and interest, if any, on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment will be paid by bank draft, upon presentation of this Note, at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. Subject to applicable laws and regulations, a holder of $1,000,000 (or the equivalent in other currencies or currency units) or more in aggregate principal amount of the Notes may, by delivery of a written request to the Paying Agent under the Indenture, elect to have all payments to such holder made by wire transfer of immediately available funds to a designated account maintained (i) in the United States, in the case of payments to be made in 3 U.S. dollars, or (ii) in ________________ (Country of Specified Currency), in the case of payments to be made in a Specified Currency other than U.S. dollars; provided, that such payments to be made on the Maturity Date or upon earlier redemption or repayment will be made only after surrender of the Note or Notes at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York not later than one Business Day prior to the Maturity Date or the date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission and must [(i) include all non-U.S. dollar denominated Notes held by such holder and (ii)] be delivered not later than the close of business on the Record Date immediately preceding an Interest Payment Date or the fifteenth day prior to the Maturity Date or the date of redemption or repayment, if any. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day preceding the Maturity Date or the date of redemption or repayment, if applicable. "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (i) with respect to all Notes, in The City of New York, and (ii) in the event that this Note is denominated in a Specified Currency other than U.S. dollars, in the principal financial center of the country of the Specified Currency (or, in the case of Notes denominated in European Currency Units, in Brussels, Belgium). This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Corporation (hereinafter called the "Debt Securities"), all issued or to be issued under and pursuant to an indenture dated as of January 15, 1988 (hereinafter called the "Indenture"), duly executed and delivered by the Corporation to Continental Bank, National Association, as Trustee (hereinafter called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Debt Securities. As provided in the Indenture, the Debt Securities may be issued in one or more separate series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Debt Securities, which series is limited to $1,020,000,000 in aggregate principal amount, designated as the Medium-Term Notes Due 9 Months or More From Date of Issue (the "Notes") of the Corporation. The Notes may mature at different times, bear interest, if any, at different rates, be redeemable at different times or not at all, be repayable at the option of the holder at different times or not at all, be issued at an original issue discount, be extendible, and be denominated in different currencies. If this Note is denominated in a currency or currency unit other than U.S. dollars, any U.S. dollar amount to be received by a holder of this Note will be based on the mean bid quotation (calculated to the nearest one hundred-thousandth of a dollar, with five one-millionths of a dollar rounded upward) in The City of New York received by the Exchange Rate Agent at 4 approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date, in an amount equal to the aggregate amount of the Specified Currency payable to all holders of Notes not electing to receive the Specified Currency on such payment date and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the holder of the Note by deductions from such payments. If this Note is denominated in a currency or currency unit other than U.S. dollars and, due to the imposition of exchange controls or other circumstances beyond the control of the Corporation, the Specified Currency is not available at the time of any scheduled payment of principal of or premium or interest, if any, to be made in the Specified Currency, then the Corporation shall be entitled to satisfy its obligations hereunder by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the second day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where required payment is in a Specified Currency will not constitute a default under the Indenture. In case an event of default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of each series of Debt Securities affected thereby, at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or charging in any manner or eliminating any of the provisions of the Indenture or of any indenture supplemental thereto or modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debt Security, or reduce the principal amount thereof or premium, if any, with respect thereto, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of original issue discount payable upon a declaration of acceleration of the stated maturity thereof, without the consent of the holder of each such Debt Security so affected, (ii) reduce the aforesaid percentage of Debt Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Debt Securities of all such series affected thereby then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities of any series at the time outstanding, on behalf of the holders of all the Debt Securities of such series, to waive, insofar as that series is concerned, compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent by the holder of this Note (unless revoked as provided in the Indenture) shall be 5 conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be issued upon the registration of transfer hereof or in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or other such Notes. Except as otherwise provided on the face of this Note, this Note will not be redeemable prior to maturity. If so provided in this Note, this Note may be redeemed by the Corporation on and after the date so indicated above. On and after the date, if any, from which this Note may be redeemed, this Note may be redeemed in whole or in part at the option of the Corporation at a redemption price equal to the product of the principal amount of this Note to be redeemed multiplied by the Redemption Percentage. The Redemption Percentage shall initially equal the Initial Redemption Percentage specified on the face of this Note, and shall decline at each anniversary of the initial date that this Note is redeemable by the amount of the Annual Redemption Percentage Reduction specified on the face of this Note, until the Redemption Percentage is equal to 100%. This Note will not be entitled to any sinking fund. Except as otherwise provided on the face of this Note, this Note will not be repayable at the option of the holder. If so provided in this Note, this Note will be repayable in whole or in part at the option of the holder in increments of $1,000 or, in case of non-U.S. dollar denominated Notes, in an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination) (provided that the remaining principal amount of any Note surrendered for partial repayment shall be at least $1,000 or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred to above) on any Business Day on or after the Initial Date on which the Note is Repayable at the Option of the Holders (as stated above), at 100% of the principal amount to be repaid, plus accrued interest, if any, to the repayment date. In order for the exercise of the option to be effective and the Notes to be repaid, the Corporation must receive at the applicable address of the Paying Agent set forth below or at such other place or places of which the Corporation shall from time to time notify the holder of the Note, on or before the fifteenth, but not earlier than the twenty-fifth, day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, either (i) this Note, with the form below entitled "Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of this Note, (b) the principal amount of this Note and the amount of this Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Corporation will receive this Note, with the form entitled "Option to Elect Repayment" duly completed, not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (and this Note and form duly completed are received by the Corporation by such fifth Business Day). Any such election shall be irrevocable. The addresses to which such deliveries are to be made are as follows: (i) to Chemical Bank, Attention: Debt Operations, P.O. Box 2862, G.P.O. Station, New York, New York 10116, if delivery is made by regular or registered mail, (ii) to Chemical Bank, Bank Window, Room 234, 2nd Floor, North Building, 55 Water Street, New York, New York, if delivery is made by hand, armored car or courier services or (iii) to Chemical Bank, Attention: Agency Administration, 450 West 33rd Street, New York, New York 10001, if delivery is by telegram or facsimile 6 transmission (or at such other places as the Corporation shall notify the holders of the Notes). All questions as to the validity, eligibility (including time of receipt), and acceptance of any Note for repayment will be determined by the Corporation, whose determination will be final and binding. If this Note is issued with an original issue discount, (i) if an event of default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the amount of principal of this Note which may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture, shall be determined in the manner set forth under "OID Default Amount" on the face hereof, and (ii) in the case of a default of payment in principal upon acceleration, redemption, repayment at the option of the holder or at the stated maturity hereof, in lieu of any interest otherwise payable, the overdue principal of this Note shall bear interest at a rate of interest per annum equal to the Default Rate stated on the face hereof (to the extent that the payment of such interest shall be legally enforceable, which shall accrue from the date of such acceleration, redemption, repayment at the option of the holder or stated maturity, as the case may be, to the date payment has been made or duly provided for or such default has been waived in accordance with the terms of the Indenture. The Notes are issuable in fully registered form only without coupons in denominations of $1,000 and integral multiples thereof or, if the Specified Currency is other than U.S. dollars, in the denominations specified on the face hereof. Notes denominated and payable in U.S. dollars may be issued, in whole or in part, in the form of one or more global Notes bearing the legend specified in the Indenture regarding certain restrictions on registration of transfer and exchange and issued to The Depository Trust Company as depositary (the "Depositary") or its nominee and registered in the name of the Depositary or such nominee. Upon due presentment for registration of transfer of this Note at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, a new Note or Notes in authorized denominations in the Specified Currency for an equal aggregate principal amount and like interest rate and maturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the places, at the respective times, at the rate and in the currency herein prescribed. The Corporation, the Trustee, and any paying agent may deem and treat the registered holder hereof as the absolute owner of this Note at his address as it appears on the register books of the Corporation as kept by the Trustee or duly authorized agent of the Corporation (whether or not this Note shall be overdue), for the purpose of receiving payment of or on account hereof and for all other purposes, and neither the Corporation nor the Trustee nor any paying agent shall be affected by any notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on this Note. 7 No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Corporation or any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every such incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Note. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the Trustee or its duly authorized agent under the Indenture referred to above. 8 IN WITNESS WHEREOF, THE CIT GROUP HOLDINGS, INC. has caused this instrument to be signed by its duly authorized officers, and has caused its corporate seal, or a facsimile thereof, to be affixed hereto or imprinted hereon. Dated: THE CIT GROUP HOLDINGS, INC. By: ------------------------------ Executive Vice President Attest: --------------------------------- Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Note is one of a series of Debt Securities described in the Indenture referred to above. [CIT CORPORATE SEAL] CONTINENTAL BANK, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------- Authorized Officer OR CHEMICAL BANK, as Authenticating Agent for the Trustee By: ------------------------------------- Authorized Officer 9 OPTION TO ELECT REPAYMENT TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably requests and instructs the Corporation to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the repayment date, to the undersigned, at For this Note to be repaid the Corporation must receive at the applicable address of the Paying Agent set forth above, or at such other place or places of which the Corporation shall from time to time notify the holder of the within Note, on or before the fifteenth, but not earlier than the twenty-fifth day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, (i) this Note, with this "Option To Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile transmission, or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of the Note, (b) the principal amount of the Note and the amount of the Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by the Corporation not later than five business days after the date of such telegram, telex, facsimile transmission, or letter (and such Note and form duly completed are received by the Corporation by such fifth Business Day). If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which shall be an integral multiple of $1,000 or, if the Note is denominated in a currency other than U.S. dollars, of an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination)) which the holder elects to have repaid: ___________ and specify the denomination or denominations (which shall be $1,000 and integral multiples thereof or, if the Note is denominated in a currency other than U.S. dollars, an Authorized Denomination) of the Note or Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any specification, one such Note will be issued for the portion not being repaid): ___________. Date: -------------------- -------------------------------- Notice: The signature to this Option to Elect Repayment must correspond with the name as written above the Note in every particular without alteration or enlargement or any other change whatsoever. 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in UNIF GIFT MIN ACT - ...Custodian ... common (Cust) (Minor) TEN ENT - as tenants by the Under Uniform entireties Gifts to Minors Act JT TEN - as joint tenants with right of survivorship and --------------------- not as tenants in (State) common Additional abbreviations may also be used though not in the above list. ---------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________. (Please insert Social Security or other identifying number of Assignee) - ----------------------------- | | | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of Assignee) - -------------------------------------------------------------------------------- the within Note of THE CIT GROUP HOLDINGS, INC. and does hereby irrevocably constitute and appoint attorney to - --------------------------------------------------------------------- transfer the said Note on the books of the Corporation, with full power of substitution in the premises. Dated: ----------------------------------------- [NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.] 11 EX-4.1I 3 0003.txt MEDIUM-TERM SENIOR FLOATING RATE NOTE Exhibit 4.1i THE CIT GROUP HOLDINGS, INC. MEDIUM-TERM FLOATING RATE NOTE Due Nine Months or More From Date of Issue REGISTERED No. FLR- CUSIP No. If this security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Debt Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. PRINCIPAL AMOUNT: SPECIFIED CURRENCY: ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE BASIS: SPREAD:+/- INITIAL REDEMPTION DATE: SPREAD MULTIPLIER: INITIAL REDEMPTION PERCENTAGE: INITIAL INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE INDEX MATURITY: REDUCTION: INTEREST PAYMENT PERIOD: INITIAL DATE ON WHICH NOTES ARE INTEREST RATE RESET PERIOD: REPAYABLE AT OPTION OF THE HOLDER: CALCULATION AGENT: AUTHORIZED DENOMINATIONS: (Applicable only if Specified Currency is other than U.S. Dollars) 1 INTEREST PAYMENT DATES: INTEREST CALCULATION DATES: EXCHANGE RATE AGENT: (Applicable only if Specified INTEREST DETERMINATION DATES: Currency is other than U.S. Dollars): INTEREST RESET DATES: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: RATE CUT-OFF DATES: OTHER PROVISIONS: THE CIT GROUP HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation"), for value received, hereby promises to pay to CEDE & Co. , or registered assigns, at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, the principal sum of ________________________ (Specified Currency), on the maturity date shown above, or if such date is not a Business Day, the next succeeding Business Day (the "Maturity Date"), in such coin, currency or currency unit specified above as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest [monthly] [quarterly] [semi-annually] [annually], on the Interest Payment Dates specified above, commencing with the first Interest Payment Date specified above, and on the Maturity Date or date of redemption or repayment, if any, on said principal sum at said office or agency, in like coin, currency or currency unit, at a rate per annum equal to the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate per annum determined in accordance with the provisions set forth below under the heading ["Determination of Interest Rate Per Annum for Prime Rate Notes"] ["Determination of Interest Rate Per Annum for Commercial Paper Rate Notes"] ["Determination of Interest Rate Per Annum for Treasury Rate Notes"] ["Determination of Interest Rate Per Annum for LIBOR-Telerate Notes"] ["Determination of Interest Rate Per Annum for LIBOR-Reuters Notes"] ["Determination of Interest Rate Per Annum for CD Rate Notes"] ["Determination of Interest Rate Per Annum for Federal Funds Rate Notes"]: provided, however, that if any Interest Payment Date specified above, other than an Interest Payment Date occurring on the Maturity Date or date of redemption or repayment, if any, would otherwise fall on a day that is not a Business Day (as defined herein), such Interest Payment Date will be the following day that is a Business Day, except that in the case of LIBOR-Telerate Notes or LIBOR-Reuters Notes (collectively, the "LIBOR Notes"), if such day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day; provided, 2 further, that (unless the holder elects otherwise as provided herein) the Corporation will make such payments in respect of non-U.S. dollar denominated Notes in U.S. dollars in amounts determined as set forth below. Interest on this Note shall accrue from the Interest Payment Date next preceding the date of this Note to which interest has been paid, unless the date hereof is an Interest Payment Date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on this Note, in which case from the Original Issue Date specified above, until payment of said principal sum has been made or duly provided for; provided, however, that if the Original Issue Date is after any Record Date preceding any Interest Payment Date and before such Interest Payment Date, interest on this Note shall accrue from such Interest Payment Date, or, if no interest has been paid on this Note, from the Original Issue Date specified above; provided, further, that if the Maturity Date (or the date of redemption or repayment) would otherwise fall on a day that is not a Business Day, then interest on this Note will be paid on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of redemption or repayment); provided, further, that if the Corporation shall default in the payment of interest due on any Interest Payment Date, then interest on this Note shall accrue from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Note, from the Original Issue Date specified above. Subject to certain exceptions provided in the Indenture referred to below, the interest so payable on any Interest Payment Date will be paid to the person in whose name this Note is registered at the close of business on the Record Date next preceding such Interest Payment Date, and interest payable at maturity or upon earlier redemption or repayment (other than a Maturity Date or redemption or repayment date which would otherwise be an Interest Payment Date) will be paid to the person to whom said principal sum is payable. "Record Date" shall mean the fifteenth calendar day next preceding each Interest Payment Date. "Business Day" shall mean any day, other than a Saturday or Sunday, that is (a) neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (i) with respect to all Notes, in The City of New York, and (ii) with respect to Notes denominated in other than U.S. dollars in _________________ (the principal financial center of the country of the Specified Currency) (or, in the case of Notes denominated in European Currency Units ("ECUs"), in Brussels, Belgium), and (b) in addition, with respect to LIBOR Notes only, a London Business Day. "London Business Day" shall mean any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. "Calculation Date" means the earlier of (a) the Business Day preceding the applicable Interest Payment Date (as defined below), Maturity Date or date of redemption or repayment, as the case may be or (b) the day specified on the face hereof, provided such day is a Business Day, or, if such day is not a Business Day, the next succeeding Business Day. Payment of interest on this Note due on any Interest Payment Date (unless this Note is denominated in a Specified Currency other than U.S. dollars and the holder elects to receive payments in the Specified Currency as described below) will be made in U.S. dollars by check mailed to the person entitled thereto at his last address as it appears on the register books 3 of the Corporation. Except as otherwise provided below, payment of the principal of, premium, if any, and interest, if any, on this Note due to the holder hereof at maturity or upon earlier redemption or repayment will be made in U.S. dollars, in immediately available funds, upon presentation of this Note at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. The holder of any Note denominated in a Specified Currency other than U.S. dollars may elect to receive payments in the Specified Currency by transmitting a written request for such payment to the principal office of the Paying Agent under the Indenture prior to the Record Date immediately preceding any Interest Payment Date or at least 15 days prior to the Maturity Date or date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. The holder of any such Note may elect to receive payment in the Specified Currency for all principal (and premium, if any) and interest payments and need not file a separate election for each payment. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or at least 15 days prior to the Maturity Date or the date of redemption or repayment, if any. Payments of interest to be made in a currency or currency unit other than U.S. dollars (other than interest on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment) will be paid by bank draft mailed to the person entitled thereto at his last address as it appears on the registry books of the Corporation. Payment in a currency or currency unit, other than U.S. dollars, of the principal of and premium and interest, if any, on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment will be paid by bank draft, upon presentation of this Note, at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. Subject to applicable laws and regulations, a holder of $1,000,000 (or the equivalent in other currencies or currency units) or more in aggregate principal amount of the Notes may, by delivery of a written request to the Paying Agent under the Indenture, elect to have all payments to such holder made by wire transfer of immediately available funds to a designated account maintained (i) in the United States, in the case of payments to be made in U.S. dollars, or (ii) in __________ (Country of Specified Currency), in the case of payments to be made in a Specified Currency other than U.S dollars; provided, that such payments to be made on the Maturity Date or upon earlier redemption or repayment will be made only after surrender of the Note or Notes at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York not later than one Business Day prior to the Maturity Date or the date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission and must [(i) include all non-U.S. dollar denominated Notes held by such holder and (ii)] be delivered not later than the close of business on the Record Date immediately preceding an Interest Payment Date or the fifteenth day prior to the Maturity Date or the date of redemption or repayment, if any. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day preceding the Maturity Date or the date of redemption or repayment, if applicable. 4 This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Corporation (hereinafter called the "Debt Securities") all issued or to be issued under and pursuant to an Indenture dated as of January 15, 1991 (hereinafter called the "Indenture") duly executed and delivered by the Corporation to Continental Bank, National Association, as Trustee (hereinafter called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Debt Securities. As provided in the Indenture, the Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Debt Securities, which series is limited to $1,020,000,000 in aggregate principal amount, designated as the Medium-Term Notes Due 9 Months or More From Date of Issue (the "Notes") of the Corporation. The Notes may mature at different times, bear interest, if any, at different rates, be redeemable at different times or not at all, be repayable at the option of the holder at different times or not at all, be extendible, and be denominated in different currencies. The Interest Rate determined with respect to any Interest Determination Date for this Note will become effective on and as of the next Interest Reset Date; provided, however, that (i) the Interest Rate in effect with respect to this Note from the Original Issue Date specified above to the first Interest Reset Date will be the "Initial Interest Rate" set forth above and (ii) the Interest Rate in effect for the five Business Days immediately prior to the Maturity Date (or the date of redemption or repayment) hereof will be that in effect on the fifth Business Day next preceding the Maturity Date (or date of redemption or repayment). Each such adjusted rate shall be applicable from and including the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until maturity, or redemption or repayment, as the case may be. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined on the Interest Determination Date next preceding such Interest Reset Date in accordance with the provisions of the applicable heading below. Unless otherwise specified above, the "Interest Reset Date" will be, if this Note resets (a) daily, each Business Day, (b) weekly, the Wednesday of each week (other than weekly reset Treasury Rate Notes, which reset on the Tuesday of each week, except as provided below), (c) monthly, the third Wednesday of each month, (d) quarterly, the third Wednesday of March, June, September, and December of each year, (e) semi-annually, the third Wednesday of the two months of each year specified above and (f) annually, the third Wednesday or the month of each year specified above. If any Interest Reset Date for this Note would otherwise be a day that is not a Business Day, the Interest Reset Date for this Note shall be the next succeeding Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Unless otherwise specified on the face hereof, the Interest Payment Dates for this Note will be, if this Note resets (a) daily, weekly or monthly, either the third Wednesday of each month or the third Wednesday of March, June, September and December of each year, as 5 specified above, (b) quarterly, the third Wednesday of March, June, September and December of each year, (c) semi-annually, the third Wednesday of the two months of each year specified above, and (d) annually, the third Wednesday of the month specified above and, in each case, on the Maturity Date (or upon earlier redemption or repayment). Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date (i) for a CD Rate Note, Commercial Paper Rate Note, Federal Funds Rate Note, or Prime Rate Note, will be the second Business Day next preceding the Interest Reset Date, (ii) for a LIBOR-Telerate Note or LIBOR-Reuters Note will be the second London Business Day next preceding the Interest Reset Date, and (iii) for a Treasury Rate Note will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. Subject to applicable provisions of law and except as specified herein, the Interest Rate determined with respect to any Interest Determination Date for this Note will be determined by the Calculation Agent in accordance with the provisions of the applicable heading below. Determination of Interest Rate Per Annum for Prime Rate Notes. If the Interest Rate Basis specified on the face hereof is Prime Rate, the Interest Rate will be equal to (i) the Prime Rate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "Prime Rate" means, with respect to any Interest Determination Date, the prime rate or base lending rate on that date as such date is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Bank Prime Loan", provided, however, that if on the Calculation Date pertaining to such Interest Determination Date such rate is not published prior to 9:00 a.m., New York City time, in H.15(519), then the Prime Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen NYMF Page or, if fewer than four such rates appear on the Reuters Screen NYMF Page for that Interest Determination Date, then the Prime Rate will be the arithmetic mean of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business for such Interest Determination Date publicly announced by three major banks in The City of New York selected by the Calculation Agent. If fewer than three banks selected as aforesaid by the Calculation Agent are quoting as described in the preceding sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. 6 "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks). Determination of Interest Rate Per Annum for Commercial Paper Rate Notes. If the Interest Rate Basis specified on the face hereof is Commercial Paper Rate, the Interest Rate will be equal to (i) the Commercial Paper Rate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof'. "Commercial Paper Rate" means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on that date for commercial paper having the Index Maturity specified on the face hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "Commercial Paper", provided, however, that if such rate is not published by 3:00 p.m., New York City time, on the Calculation Date (as specified on the face hereof) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York, under the heading "Commercial Paper". If such rate is not published in either of such publications by 3:00 p.m., New York City time, on the Calculation Date, the Commercial Paper Rate for that Interest Determination Date shall be the Money Market Yield of the arithmetic mean of the offered rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent, as of 11:00 a.m., New York City time, on that Interest Determination Date, for commercial paper having the Index Maturity specified on the face hereof placed for industrial issuers whose bond rating is "AA", or the equivalent from a nationally recognized rating agency; provided, however, that if such dealers are not quoting as described above, the Interest Rate with respect to such Interest Determination Date shall be the Interest Rate in effect on such Interest Determination Date. "Money Market Yield" shall be a yield (expressed as a percentage) calculated in accordance with the following formula: Money Market Yield = D x 360 ---------------- x 100 360 - (D x M) where "D" refers to the per annum rate for commercial paper, quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated. Determination of Interest Rate Per Annum for Treasury Rate Notes. If the Interest Rate Basis specified on the face hereof is Treasury Rate, the Interest Rate will be equal to (i) the Treasury Rate (as defined below) on the Interest Determination Date for each Interest 7 Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "Treasury Rate" means, with respect to any Interest Determination Date, the rate for the auction of direct obligations of the United States ("Treasury Bills") held on such Interest Determination Date having the Index Maturity specified on the face hereof as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "Treasury bills - auction average (investment)" or, if such rate has not been so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Treasury Rate means, with respect to such Interest Determination Date, the auction average rate for the aforementioned auction for such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise reported by the United States Department of the Treasury. In the event that the results of the auctions of Treasury bills are not published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date or no such auction was held during the week in which the Interest Reset Date falls (or on the Friday preceding such week as described above), then the Treasury Rate shall be calculated by the Calculation Agent and shall be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described in this sentence, the Interest Rate shall be the Rate in effect on such Interest Determination Date. Determination of Interest Rate Per Annum for LIBOR-Telerate Notes. If the Interest Rate Basis specified on the face hereof is LIBOR-Telerate, the Interest Rate will be equal to (i) LIBOR-Telerate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. LIBOR-Telerate shall be determined by the Calculation Agent specified on the face hereof in accordance with the following provisions: (i) On each Interest Determination Date relating to a LIBOR-Telerate Note, LIBOR-Telerate will be the rate for deposits in U.S. dollars having the Index Maturity specified above which appears on the Telerate Page 3750 (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date. (ii) If, on any Interest Determination Date, the rate for deposits in U.S. dollars having the applicable Index Maturity does not appear on the Telerate Page 3750 as specified in (i) above, LIBOR-Telerate will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the London interbank market having 8 the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, the rate in respect of such Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR-Telerate in respect of such Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in the City of New York, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as described in this sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. "Telerate Page 3750" shall mean the display page designated as page 3750 on the Dow Jones Telerate service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates). Determination of Interest Rate Per Annum for LIBOR-Reuters Notes. If the Interest Rate Basis specified on the face hereof is LIBOR-Reuters, the Interest Rate will be equal to (i) LIBOR-Reuters (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. LIBOR-Reuters shall be determined by the Calculation Agent specified on the face hereof in accordance with the following provisions: (i) On each Interest Determination Date relating to a LIBOR-Reuters Note, LIBOR-Reuters will be the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity specified above which appear on the Reuters Screen LIBO Page (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date, provided that at least two such offered rates appear on the Reuters Screen LIBO Page. (ii) If, on any Interest Determination Date, fewer than two offered rates for deposits in U.S. dollars having the applicable Index Maturity appear on the Reuters Screen LIBO Page as specified in (i) above, LIBOR-Reuters will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the London interbank market having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, the rate in respect of such Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR-Reuters in respect of such 9 Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in The City of New York, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as described in this sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. "Reuters Screen LIBO Page" shall mean the display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). If the method for determining LlBOR with respect to any LIBOR Note is not specified in such Note, "LIBOR" means LIBOR-Telerate. Determination of Interest Rate Per Annum for CD Rate Notes. If the Interest Rate Basis specified on the face hereof is CD Rate, the Interest Rate will be equal to (i) the then applicable CD Rate (as defined below), as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "CD Rate" means, with respect to any Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary Market)". In the event such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CD Rate shall be the rate on such Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations"), under the heading "Certificates of Deposit". If by 3:00 p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519) or Composite Quotations, the CD Rate shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on that Interest Determination Date, of major United States money center banks in The City of New York selected by the Calculation Agent for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as described in this sentence, the Interest Rate shall be the Interest Rate in effect on such Interest Determination Date. Determination of Interest Rate Per Annum for Federal Funds Rate Notes. If the Interest Rate Basis specified on the face hereof is Federal Funds Rate, the Interest Rate will be 10 equal to (i) the then applicable Federal Funds Rate (as defined below), as adjusted by (ii) the Spread or Spread Multiplier, if any, as specified on the face hereof. "Federal Funds Rate" means, with respect to any Interest Determination Date, the rate on that date for Federal Funds as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading "Federal Funds (Effective)". In the event that such rate is not published prior to 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Federal Funds Rate will be the rate on such Interest Determination Date as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations"), under the heading "Federal Funds/Effective Rate". If by 3:00 p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519) or Composite Quotations, the Federal Funds Rate shall be the arithmetic mean of the rates, as of 9:00 a.m., New York City time, on such Interest Determination Date for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers so selected by the Calculation Agent are quoting as described in this sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. Notwithstanding the foregoing, the interest rate per annum hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. At the request of the holder hereof, the Calculation Agent will provide to such holder the Interest Rate then in effect for this Note, if available, and, if determined, the Interest Rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to this Note. Interest payments hereon will include interest accrued to but excluding the applicable Interest Payment Date; provided, however, that if the Interest Rate with respect to this Note resets daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal for this Note is payable, will, unless otherwise specified above, include interest accrued to and including the next preceding Record Date. Accrued interest from the original Issue Date or from the last date to which interest has been paid or duly provided for with respect to this Note will be calculated by multiplying the face amount of this Note by an accrued Interest Factor. Such accrued Interest 11 Factor shall be computed by adding the Interest Factors calculated for each day from the Original Issue Date or from the last date to which interest has been paid or duly provided for up to the date for which accrued interest is being calculated. The "Interest Factor" for each such day shall be computed by dividing the Interest Rate per annum applicable to such day by 360, or by the actual number of days in the year, if the Interest Rate Basis specified above is Treasury Rate. Unless otherwise specified herein, all percentages resulting from any calculation of the rate of interest on Floating Rate Notes (including the calculation of the Interest Factor and the Money Market Yield, each as described above) will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward), or if the Specified Currency set forth above is other than U.S. dollars, to the smallest unit of the Specified Currency. If this Note is denominated in a currency or currency unit other than U.S. dollars, any U.S. dollar amount to be received by a holder of this Note will be based on the mean bid quotation (calculated to the nearest one hundred-thousandth of a dollar, with five one-millionths of a dollar rounded upward) in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date, in an amount equal to the aggregate amount of the Specified Currency payable to all holders of Notes not electing to receive the Specified Currency on such payment date and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the holder of the Note by deductions from such payments. If this Note is denominated in a currency or currency unit other than U.S. dollars and, due to the imposition of exchange controls or other circumstances beyond the control of the Corporation, the Specified Currency is not available at the time of any scheduled payment of principal of or premium or interest, if any, to be made in the Specified Currency, then the Corporation shall be entitled to satisfy its obligations hereunder by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the second day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where required payment is in a Specified Currency will not constitute a default under the Indenture. In case an event of default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. 12 The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of each series of Debt Securities affected thereby, at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any indenture supplemental thereto or modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debt Security, or reduce the principal amount thereof or premium, if any, with respect thereto, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of original issue discount payable upon a declaration of acceleration of the stated maturity thereof, without the consent of the holder of each such Debt Security so affected, (ii) reduce the aforesaid percentage of Debt Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Debt Securities of all such series affected thereby then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities of any series at the time outstanding, on behalf of the holders of all the Debt Securities of such series, to waive, insofar as that series is concerned, compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be issued upon the registration of transfer hereof or in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or other such Notes. Except as otherwise provided on the face of this Note, this Note will not be redeemable prior to maturity. If so provided in this Note, this Note may be redeemed by the ; Corporation on and after the date so indicated above. On and after the date, if any, from which this Note may be redeemed, this Note may be redeemed in whole or in part at the option of the Corporation at a redemption price equal to the product of the principal amount of this Note to be redeemed multiplied by the Redemption Percentage. The Redemption Percentage shall initially equal the Initial Redemption Percentage specified on the face of this Note, and shall decline at each anniversary of the initial date that this Note is redeemable by the amount of the Annual Redemption Percentage Reduction specified on the face of this Note, until the Redemption Percentage is equal to 100%. This Note will not be entitled to any sinking fund. Except as otherwise provided on the face of this Note, this Note will not be repayable at the option of the holder. If so provided in this Note, this Note will be repayable in whole or in part at the option of the holder in increments of $1,000 or, in case of non-U.S. dollar denominated Notes, in an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination) (provided that the remaining principal amount of any Note surrendered for partial repayment shall be at least $1,000 or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred to above) on any Business Day on or after the Initial Date on which the Note is Repayable at the Option of the Holders (as stated above), at 100% of the principal amount to be repaid, plus accrued interest, if any, to the repayment date. In order for the exercise of the option to be effective and the Notes to be repaid, 13 the Corporation must receive at the applicable address of the Paying Agent set forth below or at such other place or places of which the Corporation shall from time to time notify the holder of the Note, on or before the fifteenth, but not earlier than the twenty-fifth, day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, either (i) this Note, with the form below entitled "Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of this Note, (b) the principal amount of this Note and the amount of this Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Corporation will receive this Note, with the form entitled "Option to Elect Repayment" duly completed, not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (and this Note and form duly completed are received by the Corporation by such fifth Business Day). Any such election shall be irrevocable. The addresses to which such deliveries are to be made are as follows: (i) to Chemical Bank, Attention: Debt Operations, P.O. Box 2862, G.P.O. Station, New York, New York 10116, if delivery is made by regular or registered mail, (ii) to Chemical Bank, Bank Window, Room 234, 2nd Floor, North Building, 55 Water Street, New York, New York, if delivery is made by hand, armored car or courier services or (iii) to Chemical Bank, Attention: Agency Administration, 450 West 33rd Street, New York, New York 10001, if delivery is by telegram or facsimile transmission (or at such other places as the Corporation shall notify the holders of the Notes). All questions as to the validity, eligibility (including time of receipt), and acceptance of any Note for repayment will be determined by the Corporation, whose determination will be final and binding. The Notes are issuable in fully registered form only without coupons in denominations of $1,000 and integral multiples thereof or, if the Specified Currency is other than U.S. dollars, in the denominations specified on the face hereof. Notes denominated and payable in U.S. dollars may be issued, in whole or in part, in the form of one or more global Notes bearing the legend specified in the Indenture regarding certain restrictions on registration of transfer and exchange and issued to The Depository Trust Company as depositary (the "Depositary") or its nominee and registered in the name of the Depositary or such nominee. Upon due presentment for registration of transfer of this Note at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, a new Note or Notes in authorized denominations in the Specified Currency for an equal aggregate principal amount and like interest rate and maturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the places, at the respective times, at the rate and in the currency herein prescribed. The Corporation, the Trustee, and any paying agent may deem and treat the registered holder hereof as the absolute owner of this Note at his address as it appears on the register books of the Corporation as kept by the Trustee or duly authorized agent of the 14 Corporation (whether or not this Note shall be overdue), for the purpose of receiving payment of or on account hereof and for all other purposes, and neither the Corporation nor the Trustee nor any paying agent shall be affected by any notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on this Note. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Corporation or any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every such incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Note. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the Trustee or its duly authorized agent under the Indenture referred to above. 15 IN WITNESS WHEREOF, THE CIT GROUP HOLDINGS, INC. has caused this instrument to be signed by its duly authorized officers, and has caused its corporate seal, or a facsimile thereof, to be affixed hereto or imprinted hereon. Dated: THE CIT GROUP HOLDINGS, INC. By: ------------------------------ Executive Vice President Attest: ----------------------------------- Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Note is one of a series of Debt Securities described in the Indenture referred to above. [CIT CORPORATE SEAL] CONTINENTAL BANK, NATIONAL ASSOCIATION, as Trustee By: --------------------------------------- Authorized Officer OR CHEMICAL BANK, as Authenticating Agent for the Trustee By: --------------------------------------- Authorized Officer 16 OPTION TO ELECT REPAYMENT TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably requests and instructs the Corporation to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the repayment date, to the undersigned, at - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For this Note to be repaid the Corporation must receive at the applicable address of the Paying Agent set forth above, or at such other place or places of which the Corporation shall from time to time notify the holder of the within Note, on or before the fifteenth, but not earlier than the twenty-fifth day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, (i) this Note, with this "Option To Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile transmission, or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of the Note, (b) the principal amount of the Note and the amount of the Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by the Corporation not later than five business days after the date of such telegram, telex, facsimile transmission, or letter (and such Note and form duly completed are received by the Corporation by such fifth Business Day). If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which shall be an integral multiple of $1,000 or, if the Note is denominated in a currency other than U.S. dollars, of an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination)) which the holder elects to have repaid: ___________; and specify the denomination or denominations (which shall be $1,000 and integral multiples thereof or, if the Note is denominated in a currency other than U.S. dollars, an Authorized Denomination) of the Note or Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any specification, one such Note will be issued for the portion not being repaid): _________. Date: ----------- ------------------------------------ Notice: The signature to this Option to Elect Repayment must correspond with the name as written above the Note in every particular without alteration or enlargement or any other change whatsoever. 17 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants UNIF GIFT MIN ACT-...Custodian... in common (Cust) (Minor) Under Uniform TEN ENT - as tenants by Gifts to Minors the entireties Act JT TEN - as joint tenants with right of survivorship and not as ------------------------------------ tenants in common (State) Additional abbreviations may also be used though not in the above list. ------------------------------------------------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto___________________________________________ (Please insert Social Security or other identifying number Assignee) - ------------------------------ | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of Assignee) - -------------------------------------------------------------------------------- the within Note of THE CIT GROUP HOLDINGS, INC. and does hereby irrevocably constitute and appoint - ----------------------------------------------------------------------- attorney To transfer the said Note on the books of the Corporation, with full power of substitution in the premises. Dated: ------------------- ------------------------------------ [NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.] 18 EX-4.1J 4 0004.txt MEDIUM-TERM SENIOR SUBORDINATED FIXED RATE NOTE Exhibit 4.1j THE CIT GROUP HOLDINGS, INC. MEDIUM-TERM SENIOR SUBORDINATED FIXED RATE NOTE Due Nine Months or More From Date of Issue REGISTERED No. SFXR - CUSIP No. If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede and Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. has an interest herein. If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is _______________________. This certificate has been issued with __________ of OID per $1,000 of initial principal amount. The annual yield to maturity is ____%, based on semi-annual compounding. The amount of OID attributable to the initial accrual period is _____ per $1,000 of initial principal amount, computed under the ____________ method as defined in proposed Treasury regulations. THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY. 1 [With respect to Notes considered Tier II Capital insert: This Note is subject to acceleration only in the event of certain circumstances relating to the insolvency of The CIT Group Holdings, Inc. as provided below.] PRINCIPAL AMOUNT: ISSUE PRICE: % REDEEMABLE ON OR AFTER: INTEREST PAYMENT DATES: (AT OPTION OF THE CORPORATION) INITIAL REDEMPTION PERCENTAGE: MATURITY DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: ORIGINAL ISSUE DATE: INITIAL DATE ON WHICH THE NOTE IS SPECIFIED CURRENCY: REPAYABLE AT THE OPTION OF THE HOLDER: (Only applicable if Specified Currency is other than U.S. Dollars) AUTHORIZED DENOMINATIONS: DEFAULT RATE: (Only applicable if Specified Currency (Only applicable if issued is other than U.S. Dollars) at original issue discount) EXCHANGE RATE AGENT: OID DEFAULT AMOUNT: (Only applicable if Specified Currency is (Only applicable if issued other than U.S. Dollars) at original issue discount) OTHER PROVISIONS: INTEREST RATE PER ANNUM: THE CIT GROUP HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation"), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, the principal sum of ______________________________ (Specified Currency) on the maturity date shown above, or if such date is not a Business Day (as defined below), the next succeeding Business Day (the "Maturity Date"), in such coin, currency or currency unit specified above as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, if any, on said principal sum at the rate per annum (computed on the basis of a 360-day year of twelve 30-day months) shown above, in like coin, currency or currency unit, semi-annually on each Interest Payment Date set forth above from and after the date of this Note and on the Maturity Date or date of redemption or repayment, if any, until payment of said principal sum has been made or duly provided; provided, however, that if an Interest Payment Date or the Maturity Date (or the date of redemption or repayment) would otherwise fall on a day that is not a Business Day, then interest on this Note will be paid on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after such Interest Payment Date or Maturity Date (or the date of redemption or repayment); 2 provided, further, that (unless the holder elects otherwise as provided herein) the Corporation will make such payments in respect of non-U.S. dollar denominated Notes in U.S. dollars in amounts determined as set forth below. Unless this Note is a Note which has been issued upon transfer of, in exchange for, or in replacement of a predecessor Note, interest on this Note shall accrue from the Original Issue Date indicated above. If this Note has been issued upon transfer of, in exchange for, or in replacement of a predecessor Note, interest on this Note shall accrue from the last Interest Payment Date to which interest was paid on such predecessor Note or, if no interest was paid on such predecessor Note, from the Original Issue Date indicated above. The first payment of interest on a Note originally issued and dated on or after the Record Date (as defined below) preceding an Interest Payment Date will not be made on such Interest Payment Date, but will be made on the next succeeding Interest Payment Date. Subject to certain exceptions provided in the Indenture referred to below, the interest so payable on any Interest Payment Date will be paid to the person in whose name this Note is registered at the close of business on the fourteenth day next preceding such Interest Payment Date (each such date a "Record Date"), provided, however, that interest payable on the Maturity Date or upon earlier redemption or repayment (other than a Maturity Date, redemption date or repayment date that would otherwise be an Interest Payment Date) will be paid to the person to whom said principal sum is payable. Payment of interest on this Note due on any Interest Payment Date (unless this Note is denominated in a Specified Currency other than U.S. dollars and the holder elects to receive payments in the Specified Currency as described below) will be made in U.S. dollars by check mailed to the person entitled thereto at his last address as it appears on the register books of the Corporation. Except as otherwise provided below, payment of the principal of, and premium and interest, if any, on this Note due to the holder hereof at the maturity or upon earlier redemption or repayment will be made in U.S. dollars, in immediately available funds, upon presentation of this Note at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. The holder of any Note denominated in a Specified Currency other than U.S. dollars may elect to receive payments in the Specified Currency by transmitting a written request for such payment to the principal office of the Paying Agent under the Indenture prior to the Record Date immediately preceding any Interest Payment Date or at least 15 days prior to the Maturity Date or date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. The holder of any such Note may elect to receive payment in the Specified Currency for all principal (and premium, if any) and interest payments and need not file a separate election for each payment. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or at least 15 days prior to the Maturity Date or the date of redemption or repayment, if any. Payments of interest to be made in a currency or currency unit other than U.S. dollars (other than interest on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment) will be paid by bank draft mailed to the person entitled thereto at his last address as it appears on the registry books of the Corporation. Payment in a currency or currency unit, other than U.S. dollars, of the principal of and premium and interest, if any, on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment 3 will be paid by bank draft, upon presentation of this Note, at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. Subject to applicable laws and regulations, a holder of $1,000,000 (or the equivalent in other currencies or currency units) or more in aggregate principal amount of the Notes may, by delivery of a written request to the Paying Agent under the Indenture, elect to have all payments to such holder made by wire transfer of immediately available funds to a designated account maintained (i) in the United States, in the case of payments to be made in U.S. dollars, or (ii) in ________________________ (Country of Specified Currency), in the case of payments to be made in a Specified Currency other than U.S. dollars; provided, that such payments to be made on the Maturity Date or upon earlier redemption or repayment will be made only after surrender of the Note or Notes at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York not later than one Business Day prior to the Maturity Date or the date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission and must [(i) include all non-U.S. dollar denominated Notes held by such holder and (ii)] be delivered not later than the close of business on the Record Date immediately preceding an Interest Payment Date or the fifteenth day prior to the Maturity Date or the date of redemption or repayment, if any. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day preceding the Maturity Date or the date of redemption or repayment, if applicable. "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (i) with respect to all Notes, in The City of New York, and (ii) in the event that this Note is denominated in a Specified Currency other than U.S. dollars, in the principal financial center of the country of the Specified Currency (or, in the case of Notes denominated in European Currency Units, in Brussels, Belgium). This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Corporation (hereinafter called the "Debt Securities"), all issued or to be issued under and pursuant to an indenture dated as of May 1, 1988, as amended by Indenture Supplement No. 1, dated as of January 15, 1991 (hereinafter called the "Indenture"), duly executed and delivered by the Corporation to the Bank of New York, as Trustee (hereinafter called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Debt Securities. As provided in the Indenture, the Debt Securities may be issued in one or more separate series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Debt Securities, which series is limited to $1,020,000,000 in aggregate principal amount, designated as the Medium-Term Senior Subordinated Notes Due 9 Months or More From Date of Issue (the "Notes") of the Corporation. 4 The Notes may mature at different times, bear interest, if any, at different rates, be redeemable at different times or not at all, be repayable at the option of the holder at different times or not at all, be issued at an original issue discount, be extendible and be denominated in different currencies. The indebtedness evidenced by the Notes is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of Superior Indebtedness of the Corporation and this Note is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Note, by accepting the same, agrees to and shall be bound by such provisions and authorizes the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee his attorney-in-fact for such purpose. If this Note is denominated in a currency or currency unit other than U.S. dollars, any U.S. dollar amount to be received by a holder of this Note will be based on the mean bid quotation (calculated to the nearest one hundred-thousandth of a dollar, with five one-millionths of a dollar rounded upward) in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date, in an amount equal to the aggregate amount of the Specified Currency payable to all holders of Notes not electing to receive the Specified Currency on such payment date and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the holder of the Note by deductions from such payments. If this Note is denominated in a currency or currency unit other than U.S. dollars and, due to the imposition of exchange controls or other circumstances beyond the control of the Corporation, the Specified Currency is not available at the time of any scheduled payment of principal of or premium or interest, if any, to be made in the Specified Currency, then the Corporation shall be entitled to satisfy its obligations hereunder by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the second day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where required payment is in a Specified Currency will not constitute a default under the Indenture. In case an event of default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. If so provided in the face hereof, the Notes will be considered "Tier II Capital" under the rules and regulations of the Board of Governors of the Federal Reserve System of the United States and the Ministry of Finance of Japan. Pursuant to Section 7.02 of the Indenture, 5 only certain events of default relating to the bankruptcy, insolvency or reorganization of the Corporation as provided below (each, an "Insolvency Event") would give rise to a right of acceleration of the maturity of the Notes or to the Trustee's right to the appointment of a receiver pursuant to Section 7.07 of the Indenture. Such Insolvency Events are as follows: (i) the entry by a court of competent jurisdiction of a decree or order, unstayed on appeal or otherwise and in effect for 30 days, adjudicating the Corporation a bankrupt or insolvent; (ii) the entry by a court of competent jurisdiction of a decree or order appointing a receiver or liquidator or trustee of the Corporation or of substantially all the property of the Corporation, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation under Title 11 of the United States Code, as now constituted or as hereafter in effect, or any other Federal or state bankruptcy or other similar statute applicable to the Corporation; but only if and when such decree or order shall have continued unstayed on appeal or otherwise in effect for 60 days; or (iii) the filing by the Corporation of a voluntary petition in bankruptcy under any of the provisions of any bankruptcy law, or the consenting by the Corporation to the filing of any bankruptcy or reorganization petition against it under any such law; or (without limitation of the generality or the foregoing) the filing by the Corporation of a petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter in effect, or any other Federal or state bankruptcy or other similar statute applicable to the Corporation, as now or hereafter in effect; or the making by the Corporation of an assignment for the benefit of creditors; or the admitting in writing by the Corporation of its inability to pay its debts generally as they become due; or the consenting by the Corporation to the appointment of a receiver or liquidator or custodian or trustee of it or of substantially all its property. Accordingly, with respect to Notes considered "Tier II Capital", except upon the occurrence of an Insolvency Event, there is no right of acceleration nor shall the Trustee be entitled to the appointment of a receiver pursuant to Section 7.07 of the Indenture for a default in the payment of principal, premium, if any, or interest or in the performance of any covenant or agreement in such Notes or in the Indenture. In the event of a default in the payment of principal, premium, if any, or interest or the performance of any covenant or agreement in the Notes or in the Indenture, the holder of any such Note and the Trustee, subject to certain limitations and conditions, may institute judicial proceedings to enforce the payment of such principal, premium, if any, or interest or to obtain the performance of any covenant or agreement or any other remedy. The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of each series of Debt Securities affected thereby, at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any indenture supplemental 6 thereto or modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debt Security, or reduce the principal amount thereof or premium, if any, with respect thereto, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of original issue discount payable upon a declaration of acceleration of the stated maturity thereof, without the consent of the holder of each such Debt Security so affected, (ii) reduce the aforesaid percentage of Debt Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Debt Securities of all such series affected thereby then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities of any series at the time outstanding, on behalf of the holders of all the Debt Securities of such series, to waive, insofar as that series is concerned, compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be issued upon the registration of transfer hereof or in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or other such Notes. Except as otherwise provided on the face of this Note, this Note will not be redeemable prior to maturity. If so provided in this Note, this Note may be redeemed by the Corporation on and after the date so indicated above. On an after the date, if any, from which this Note may be redeemed, this Note may be redeemed in whole or in part at the option of the Corporation at a redemption price equal to the product of the principal amount of this Note to be redeemed multiplied by the Redemption Percentage. The Redemption Percentage shall initially equal the Initial Redemption Percentage specified on the face of this Note, and shall decline at each anniversary of the initial date that this Note is redeemable by the amount of the Annual Redemption Percentage Reduction specified on the face of this Note, until the Redemption Percentage is equal to 100%. This Note will not be entitled to any sinking fund. Except as otherwise provided on the face of this Note, this Note will not be repayable at the option of the holder. If so provided in this Note, this Note will be repayable in whole or in part at the option of the holder in increments of $1,000 or, in case of non-U.S. dollar denominated Notes, in an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination) (provided that the remaining principal amount of any Note surrendered for partial repayment shall be at least $1,000 or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred to above) on any Business Day on or after the Initial Date on which the Note is Repayable at the Option of the Holders (as stated above), at 100% of the principal amount to be repaid, plus accrued interest, if any, to the repayment date. In order for the exercise of the option to be effective and the Notes to be repaid, the Corporation must receive at the applicable address of the Paying Agent set forth below or at such other place or places of which the Corporation shall from time to time notify the holder of the Note, on or before the fifteenth, but not earlier than the twenty-fifth, day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, either (i) this Note, with the form below entitled "Option to Elect Repayment" duly completed, or (ii) a 7 telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of this Note, (b) the principal amount of this Note and the amount of this Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Corporation will receive this Note, with the form entitled "Option to Elect Repayment" duly completed, not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (and this Note and form duly completed are received by the Corporation by such fifth Business Day). Any such election shall be irrevocable. The addresses to which such deliveries are to be made are as follows: (i) to Chemical Bank, Attention: Debt Operations, P.O. Box 2862, G.P.O. Station, New York, New York 10116, if delivery is made by regular or registered mail, (ii) to Chemical Bank, Bank Window, Room 234, 2nd Floor, North Building, 55 Water Street, New York, New York, if delivery is made by hand, armored car or courier services or (iii) to Chemical Bank, Attention: Agency Administration, 450 West 33rd Street, New York, New York 10001, if delivery is by telegram or facsimile transmission (or at such other places as the Corporation shall notify the holders of the Notes). All questions as to the validity, eligibility (including time of receipt), and acceptance of any Note for repayment will be determined by the Corporation, whose determination will be final and binding. If this Note is issued with an original issue discount, (i) if an event of default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the amount of principal of this Note which may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture, shall be determined in the manner set forth under "OID Default Amount" on the face hereof, and (ii) in the case of a default of payment in principal upon acceleration, redemption, repayment at the option of the holder or at the stated maturity hereof, in lieu of any interest otherwise payable, the overdue principal of this Note shall bear interest at a rate of interest per annum equal to the Default Rate stated on the face hereof (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such acceleration, redemption, repayment at the option of the holder or stated maturity, as the case may be, to the date payment has been made or duly provided for or such default has been waived in accordance with the terms of the Indenture. The Notes are issuable in fully registered form only without coupons in denominations of $1,000 and integral multiples thereof or, if the Specified Currency is other than U.S. dollars, in the denominations specified on the face hereof. Notes denominated and payable in U.S. dollars may be issued, in whole or in part, in the form of one or more global Notes bearing the legend specified in the Indenture regarding certain restrictions on registration of transfer and exchange and issued to The Depository Trust Company as depositary (the "Depositary") or its nominee and registered in the name of the Depositary or such nominee. Upon due presentment for registration of transfer of this Note at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, a new Note or Notes in authorized denominations in the Specified Currency for an equal aggregate principal amount and like interest rate and maturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. 8 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the places, at the respective times, at the rate and in the currency herein prescribed. The Corporation, the Trustee, and any paying agent may deem and treat the registered holder hereof as the absolute owner of this Note at his address as it appears on the register books of the Corporation as kept by the Trustee or duly authorized agent of the Corporation (whether or not this Note shall be overdue), for the purpose of receiving payment of or on account hereof and for all other purposes, and neither the Corporation nor the Trustee nor any paying agent shall be affected by any notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on this Note. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Corporation or any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every such incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Note. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the Trustee or its duly authorized agent under the Indenture referred to above. 9 IN WITNESS WHEREOF, THE CIT GROUP HOLDINGS, INC. has caused this instrument to be signed by its duly authorized officers, and has caused its corporate seal, or a facsimile thereof, to be affixed hereto or imprinted hereon. Dated: THE CIT GROUP HOLDINGS, INC. By: ---------------------------- Executive Vice President Attest: ------------------------------ Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Note is one of a series of Debt Securities described in the Indenture referred to above. [CIT CORPORATE SEAL] THE BANK OF NEW YORK, as Trustee By: ---------------------------------- Authorized Officer OR CHEMICAL BANK, as Authenticating Agent for the Trustee By: ---------------------------------- Authorized Officer 10 OPTION TO ELECT REPAYMENT TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably requests and instructs the Corporation to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the repayment date, to the undersigned, at - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For this Note to be repaid the Corporation must receive at the applicable address of the Paying Agent set forth above, or at such other place or places of which the Corporation shall from time to time notify the holder of the within Note, on or before the fifteenth, but not earlier than the twenty-fifth day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, (i) this Note, with this "Option to Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile transmission, or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of the Note, (b) the principal amount of the Note and the amount of the Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by the Corporation not later than five business days after the date of such telegram, telex, facsimile transmission, or letter (and such Note and form duly completed are received by the Corporation by such fifth Business Day). If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which shall be an integral multiple of $1,000 or, if the Note is denominated in a currency other than U.S. dollars, of an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination)) which the holder elects to have repaid: _______; and specify the denomination or denominations (which shall be $1,000 and integral multiples thereof or, if the Note is denominated in a currency other than U.S. dollars, an Authorized Denomination) of the Note or Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any specification, one such Note will be issued for the portion not being repaid): ____________. Date: -------------------- -------------------------------- Notice: The signature to this Option to Elect Repayment must correspond with the name as written above the Note in every particular without alteration or enlargement or any other change whatsoever. 11 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants UNIF GIFT MIN ACT - . . . Custodian . . . in common (Cust) (Minor) Under Uniform Gifts to Minors Act TEN ENT - as tenants by the entireties JT TEN - as joint tenants with ---------------------------------------- right of survivorship (State) and not as tenants in common Additional abbreviations may also be used though not in the above list. ---------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ____________________________________ (Please insert Social Security or other identifying number of Assignee) - ------------------------------------- | | | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of Assignee) - -------------------------------------------------------------------------------- the within Note of THE CIT GROUP HOLDINGS, INC. and does hereby irrevocably constitute and appoint ___________________________________ attorney to transfer the said Note on the books of the Corporation, with full power of substitution in the premises. Dated: ---------------------- -------------------------------- [NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in ever particular, without alteration or enlargement or any change whatever.] 12 EX-4.1K 5 0005.txt MEDIUM-TERM SR SURBORDINATED FLOATING RATE NOTE Exhibit 4.1k THE CIT GROUP HOLDINGS, INC. MEDIUM-TERM SENIOR SUBORDINATED FLOATING RATE NOTE Due Nine Months or More From Date of Issue REGISTERED No. SFLR- CUSIP No. If this Security is registered in the name of The Depository Trust Company (the "Depositary") (55 Water Street, New York, New York) or its nominee, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary unless and until this Security is exchanged in whole or in part for Debt Securities in definitive form. Unless this certificate is presented by an authorized representative of the Depositary to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY. PRINCIPAL AMOUNT: SPECIFIED CURRENCY: ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE BASIS: SPREAD: +/- INITIAL REDEMPTION DATE: SPREAD MULTIPLIER: [With respect to Notes considered Tier II Capital insert: This Note is subject to acceleration only in the event of certain circumstances relating to the insolvency of The CIT Group Holdings, Inc. as provided below.] 1 INITIAL REDEMPTION PERCENTAGE: INITIAL INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: INDEX MATURITY: INTEREST PAYMENT PERIOD: INITIAL DATE ON WHICH NOTES ARE REPAYABLE AT OPTION OF THE HOLDER: INTEREST RATE RESET PERIOD: CALCULATION AGENT: AUTHORIZED DENOMINATIONS: (Applicable only if Specified Currency is other than U.S. Dollars): INTEREST PAYMENT DATES: INTEREST CALCULATION DATES: INTEREST DETERMINATION DATES: EXCHANGE RATE AGENT: (Applicable only if Specified Currency is other than U.S. INTEREST RESET DATES: Dollars): MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: RATE CUT-OFF DATES: OTHER PROVISIONS: THE CIT GROUP HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation"), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, the principal sum of __________________________ (Specified Currency), on the maturity date shown above, or if such date is not a Business Day, the next succeeding Business Day (the "Maturity Date"), in such coin, currency or currency unit specified above as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest [monthly] [quarterly] [semi-annually] [annually], on the Interest Payment Dates specified above, commencing with the first Interest Payment Date specified above, and on the Maturity Date or date of redemption or repayment, if any, on said principal sum at said office or agency, in like coin, currency or currency unit, at a rate per annum equal to the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate per annum determined in accordance with the provisions set forth below under the heading ["Determination of Interest Rate Per Annum for Prime Rate Notes"] ["Determination of Interest Rate Per Annum for Commercial Paper Rate 2 Notes"] ["Determination of Interest Rate Per Annum for Treasury Rate Notes"] ["Determination of Interest Rate Per Annum for LIBOR-Telerate Notes"] ["Determination of Interest Rate Per Annum for LIBOR-Reuters Notes"] ["Determination of Interest Rate Per Annum for CD Rate Notes"] ["Determination of Interest Rate Per Annum for Federal Funds Rate Notes"]; provided, however, that if any Interest Payment Date specified above, other than an Interest Payment Date occurring on the Maturity Date or date of redemption or repayment, if any, would otherwise fall on a day that is not a Business Day (as defined herein), such Interest Payment Date will be the following day that is a Business Day, except that in the case of LIBOR-Telerate Notes or LIBOR-Reuters Notes (collectively, the "LIBOR Notes"), if such day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day; provided, further, that (unless the holder elects otherwise as provided herein) the Corporation will make such payments in respect of non-U.S. dollar denominated Notes in U.S. dollars in amounts determined as set forth below. Interest on this Note shall accrue from the Interest Payment Date next preceding the date of this Note to which interest has been paid, unless the date hereof is an Interest Payment Date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on this Note, in which case from the Original Issue Date specified above, until payment of said principal sum has been made or duly provided for; provided, however, that if the Original Issue Date is after any Record Date preceding any Interest Payment Date and before such Interest Payment Date, interest on this Note shall accrue from such Interest Payment Date, or, if no interest has been paid on this Note, from the Original Issue Date specified above; provided, further, that if the Maturity Date (or the date of redemption or repayment) would otherwise fall on a day that is not a Business Day, then interest on this Note will be paid on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of redemption or repayment); provided, further, that if the Corporation shall default in the payment of interest due on any Interest Payment Date, then interest on this Note shall accrue from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Note, from the Original Issue Date specified above. Subject to certain exceptions provided in the Indenture referred to below, the interest so payable on any Interest Payment Date will be paid to the person in whose name this Note is registered at the close of business on the Record Date next preceding such Interest Payment Date, and interest payable at maturity or upon earlier redemption or repayment (other than a Maturity Date or redemption or repayment date which would otherwise be an Interest Payment Date) will be paid to the person to whom said principal sum is payable. "Record Date" shall mean the fifteenth calendar day next preceding each Interest Payment Date. "Business Day" shall mean any day, other than a Saturday or Sunday, that is (a) neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (i) with respect to all Notes, in The City of New York, and (ii) with respect to Notes denominated in other than U.S. dollars in _________________________ (the principal financial center of the country of the Specified Currency) (or, in the case of Notes denominated in European Currency Units ("ECUs"), in Brussels, Belgium), and (b) in addition, with respect to LIBOR Notes only, a London Business Day. 3 "London Business Day" shall mean any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. "Calculation Date" means the earlier of (a) the Business Day preceding the applicable Interest Payment Date (as defined below), Maturity Date or date of redemption or repayment, as the case may be, or (b) the day specified on the face hereof, provided such day is a Business Day, or, if such day is not a Business Day, the next succeeding Business Day. Payment of interest on this Note due on any Interest Payment Date (unless this Note is denominated in a Specified Currency other than U.S. dollars and the holder elects to receive payments in the Specified Currency as described below) will be made in U.S. dollars by check mailed to the person entitled thereto at his last address as it appears on the register books of the Corporation. Except as otherwise provided below, payment of the principal of, premium, if any, and interest, if any, on this Note due to the holder hereof at maturity or upon earlier redemption or repayment will be made in U.S. dollars, in immediately available funds, upon presentation of this Note at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. The holder of any Note denominated in a Specified Currency other than U.S. dollars may elect to receive payments in the Specified Currency by transmitting a written request for such payment to the principal office of the Paying Agent under the Indenture prior to the Record Date immediately preceding any Interest Payment Date or at least 15 days prior to the Maturity Date or date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. The holder of any such Note may elect to receive payment in the Specified Currency for all principal (and premium, if any) and interest payments and need not file a separate election for each payment. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or at least 15 days prior to the Maturity Date or the date of redemption or repayment, if any. Payments of interest to be made in a currency or currency unit other than U.S. dollars (other than interest on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment) will be paid by bank draft mailed to the person entitled thereto at his last address as it appears on the registry books of the Corporation. Payment in a currency or currency unit, other than U.S. dollars, of the principal of and premium and interest, if any, on this Note due to the holder hereof on the Maturity Date or upon earlier redemption or repayment will be paid by bank draft, upon presentation of this Note, at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York. Subject to applicable laws and regulations, a holder of $1,000,000 (or the equivalent in other currencies or currency units) or more in aggregate principal amount of the Notes may, by delivery of a written request to the Paying Agent under the Indenture, elect to have all payments to such holder made by wire transfer of immediately available funds to a designated account maintained (i) in the United States, in the case of payments to be made in U.S. dollars, or (ii) in ___________________ (Country of Specified Currency), in the case of payments to be made in a Specified Currency other than U.S. dollars; provided that such payments to be made on the Maturity Date or upon earlier redemption or repayment will be made 4 only after surrender of the Note or Notes at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York not later than one Business Day prior to the Maturity Date or the date of redemption or repayment, if any. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission and must [(i) include all non-U.S. dollar denominated Notes held by such holder and (ii)] be delivered not later than the close of business on the Record Date immediately preceding an Interest Payment Date or the fifteenth day prior to the Maturity Date or the date of redemption or repayment, if any. Any such election will remain in effect until revoked by written notice to the Paying Agent, but written notice of any such revocation must be received by the Paying Agent not later than the Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day preceding the Maturity Date or the date of redemption or repayment, if applicable. This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Corporation (hereinafter called the "Debt Securities") all issued or to be issued under and pursuant to an Indenture dated as of May 1, 1988, as amended by Indenture Supplement No. l dated as of January 15, 1991 (hereinafter called the "Indenture"), duly executed and delivered by the Corporation to The Bank of New York, as Trustee (hereinafter called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Debt Securities. As provided in the Indenture, the Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Debt Securities, which series is limited to $1,020,000,000 in aggregate principal amount, designated as the Medium-Term Senior Subordinated Notes Due 9 Months or More From Date of Issue (the "Notes") of the Corporation. The Notes may mature at different times, bear interest, if any, at different rates, be redeemable at different times or not at all, be repayable at the option of the holder at different times or not at all, be extendible and may be denominated in different currencies. The indebtedness evidenced by the Notes is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of Superior Indebtedness of the Corporation and this Note is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Note, by accepting the same, agrees to and shall be bound by such provisions and authorizes the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee his attorney-in-fact for such purpose. The Interest Rate determined with respect to any Interest Determination Date for this Note will become effective on and as of the next Interest Reset Date; provided, however, that (i) the Interest Rate in effect with respect to this Note from the Original Issue Date specified above to the first Interest Reset Date will be the "Initial Interest Rate" set forth above and (ii) the Interest Rate in effect for the five Business Days immediately prior to the Maturity Date (or the date of redemption or repayment) hereof will be that in effect on the fifth Business Day next 5 preceding the Maturity Date (or date of redemption or repayment). Each such adjusted rate shall be applicable from and including the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until maturity, or redemption or repayment, as the case may be. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined on the Interest Determination Date next preceding such Interest Reset Date in accordance with the provisions of the applicable heading below. Unless otherwise specified above, the "Interest Reset Date" will be, if this Note resets (a) daily, each Business Day, (b) weekly, the Wednesday of each week (other than weekly reset Treasury Rate Notes, which reset on the Tuesday of each week, except as provided below), (c) monthly, the third Wednesday of each month, (d) quarterly, the third Wednesday of March, June, September and December of each year, (e) semi-annually, the third Wednesday of the two months of each year specified above and (f) annually, the third Wednesday of the month of each year specified above. If any Interest Reset Date for this Note would otherwise be a day that is not a Business Day, the Interest Reset Date for this Note shall be the next succeeding Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Unless otherwise specified on the face hereof, the Interest Payment Dates for this Note will be, if this Note resets (a) daily, weekly or monthly, either the third Wednesday of each month or the third Wednesday of March, June, September and December of each year, as specified above, (b) quarterly, the third Wednesday of March, June, September and December of each year, (c) semi-annually, the third Wednesday of the two months of each year specified above, and (d) annually, the third Wednesday of the month specified above and, in each case, on the Maturity Date (or upon earlier redemption or repayment). Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date (i) for a CD Rate Note, Commercial Paper Rate Note, Federal Funds Rate Note, or Prime Rate Note, will be the second Business Day next preceding the Interest Reset Date, (ii) for a LIBOR-Telerate Note or LIBOR-Reuters Note will be the second London Business Day next preceding the Interest Reset Date, and (iii) for a Treasury Rate Note will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. Subject to applicable provisions of law and except as specified herein, the Interest Rate determined with respect to any Interest Determination Date for this Note will be determined by the Calculation Agent in accordance with the provisions of the applicable heading below. 6 Determination of Interest Rate Per Annum for Prime Rate Notes. If the Interest Rate Basis specified on the face hereof is Prime Rate, the Interest Rate will be equal to (i) the Prime Rate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "Prime Rate" means, with respect to any Interest Determination Date, the prime rate or base lending rate on that date as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Bank Prime Loan"; provided, however, that if on the Calculation Date pertaining to such Interest Determination Date such rate is not published prior to 9:00 a.m., New York City time, in H.15(519), then the Prime Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen NYMF Page or, if fewer than four such rates appear on the Reuters Screen NYMF Page for that Interest Determination Date, then the Prime Rate will be the arithmetic mean of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business for such Interest Determination Date publicly announced by three major banks in The City of New York selected by the Calculation Agent. If fewer than three banks selected as aforesaid by the Calculation Agent are quoting as described in the preceding sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks). Determination of Interest Rate Per Annum for Commercial Paper Rate Notes. If the Interest Rate Basis specified on the face hereof is Commercial Paper Rate, the Interest Rate will be equal to (i) the Commercial Paper Rate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on that date for commercial paper having the Index Maturity specified on the face hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "Commercial Paper"; provided, however, that if such rate is not published by 3:00 p.m., New York City time, on the Calculation Date (as specified on the face hereof) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York, under the 7 heading "Commercial Paper". If such rate is not published in either of such publications by 3:00 p.m., New York City time, on the Calculation Date, the Commercial Paper Rate for that Interest Determination Date shall be the Money Market Yield of the arithmetic mean of the offered rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent, as of 11:00 a.m., New York City time, on that Interest Determination Date, for commercial paper having the Index Maturity specified on the face hereof placed for industrial issuers whose bond rating is "AA", or the equivalent from a nationally recognized rating agency; provided, however, that if such dealers are not quoting as described above, the Interest Rate with respect to such Interest Determination Date shall be the Interest Rate in effect on such Interest Determination Date. "Money Market Yield" shall be a yield (expressed as a percentage) calculated in accordance with the following formula: D x 360 Money Market Yield =_________________ x 100 360 - (D x M) where "D" refers to the per annum rate for commercial paper, quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated. Determination of Interest Rate Per Annum for Treasury Rate Notes. If the Interest Rate Basis specified on the face hereof is Treasury Rate, the Interest Rate will be equal to (i) the Treasury Rate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "Treasury Rate" means, with respect to any Interest Determination Date, the rate for the auction of direct obligations of the United States ("Treasury bills") held on such Interest Determination Date having the Index Maturity specified on the face hereof as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System, under the heading "Treasury bills -auction average (investment)" or, if such rate has not been so published by 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Treasury Rate means, with respect to such Interest Determination Date, the auction average rate for the aforementioned auction for such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise reported by the United States Department of the Treasury. In the event that the results of the auctions of Treasury bills are not published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date or no such auction was held during the week in which the Interest Reset Date falls (or on the Friday preceding such week as described above), then the Treasury Rate shall be calculated by the Calculation Agent and shall be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of three leading primary United States 8 government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described in this sentence, the Interest Rate shall be the Rate in effect on such Interest Determination Date. Determination of Interest Rate Per Annum for LIBOR-Telerate Notes. If the Interest Rate Basis specified on the face hereof is LIBOR-Telerate, the Interest Rate will be equal to (i) LlBOR-Telerate (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. LIBOR-Telerate shall be determined by the Calculation Agent specified on the face hereof in accordance with the following provisions: (i) On each Interest Determination Date relating to a LIBOR-Telerate Note, LIBOR-Telerate will be the rate for deposits in U.S. dollars having the Index Maturity specified above which appears on the Telerate Page 3750 (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date. (ii) If, on any Interest Determination Date, the rate for deposits in U.S. dollars having the applicable Index Maturity does not appear on the Telerate Page 3750 as specified in (i) above, LIBOR-Telerate will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the London interbank market having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, the rate in respect of such Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR-Telerate in respect of such Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in The City of New York, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as described in this sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. 9 "Telerate Page 3750" shall mean the display page designated as page 3750 on the Dow Jones Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates). Determination of Interest Rate Per Annum for LIBOR-Reuters Notes. If the Interest Rate Basis specified on the face hereof is LIBOR-Reuters, the Interest Rate will be equal to (i) LIBOR-Reuters (as defined below) on the Interest Determination Date for each Interest Reset Date, as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. LIBOR-Reuters shall be determined by the Calculation Agent specified on the face hereof in accordance with the following provisions: (i) On each Interest Determination Date relating to a LIBOR-Reuters Note, LIBOR-Reuters will be the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity specified above which appear on the Reuters Screen LIBO Page (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date, provided that at least two such offered rates appear on the Reuters Screen LIBO Page. (ii) If, on any Interest Determination Date, fewer than two offered rates for deposits in U.S. dollars having the applicable Index Maturity appear on the Reuters Screen LIBO Page as specified in (i) above, LIBOR-Reuters will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the London interbank market having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, the rate in respect of such Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR-Reuters in respect of such Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in The City of New York, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having the Index Maturity specified above and in a principal amount equal to an amount that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as described 10 in this sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. "Reuters Screen LIBO Page" shall mean the display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). If the method for determining LIBOR with respect to any LIBOR Note is not specified in such Note, "LIBOR" means LIBOR-Telerate. Determination of Interest Rate Per Annum for CD Rate Notes. If the Interest Rate Basis specified on the face hereof is CD Rate, the Interest Rate will be equal to (i) the then applicable CD Rate (as defined below), as adjusted by (ii) the Spread or Spread Multiplier, if any, specified on the face hereof. "CD Rate" means, with respect to any Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary Market)". In the event such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CD Rate shall be the rate on such Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations"), under the heading "Certificates of Deposit". If by 3:00 p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519) or Composite Quotations, the CD Rate shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on that Interest Determination Date, of major United States money center banks in The City of New York selected by the Calculation Agent for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as described in this sentence, the Interest Rate shall be the Interest Rate in effect on such Interest Determination Date. Determination of Interest Rate Per Annum for Federal Funds Rate Notes. If the Interest Rate Basis specified on the face hereof is Federal Funds Rate, the Interest Rate will be equal to (i) the then applicable Federal Funds Rate (as defined below), as adjusted by (ii) the Spread or Spread Multiplier, if any, as specified on the face hereof. "Federal Funds Rate" means, with respect to any Interest Determination Date, the rate on that date for Federal Funds as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any 11 successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading "Federal Funds (Effective)". In the event that such rate is not published prior to 9:00 a.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Federal Funds Rate will be the rate on such Interest Determination Date as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities", or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations"), under the heading "Federal Funds/Effective Rate". If by 3:00 p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519) or Composite Quotations, the Federal Funds Rate shall be the arithmetic mean of the rates, as of 9:00 a.m., New York City time, on such Interest Determination Date for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers so selected by the Calculation Agent are quoting as described in this sentence, the Interest Rate will be the Interest Rate in effect on such Interest Determination Date. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. Notwithstanding the foregoing, the interest rate per annum hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. At the request of the holder hereof, the Calculation Agent will provide to such holder the Interest Rate then in effect for this Note, if available, and, if determined, the Interest Rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to this Note. Interest payments hereon will include interest accrued to but excluding the applicable Interest Payment Date; provided, however, that if the Interest Rate with respect to this Note resets daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal for this Note is payable, will, unless otherwise specified above, include interest accrued to and including the next preceding Record Date. Accrued interest from the Original Issue Date or from the last date to which interest has been paid or duly provided for with respect to this Note will be calculated by multiplying the face amount of this Note by an accrued Interest Factor. Such accrued Interest Factor shall be computed by adding the Interest Factors calculated for each day from the Original Issue Date or from the last date to which interest has been paid or duly provided for up to the date for which accrued interest is being calculated. The "Interest Factor" for each such day shall be computed by dividing the Interest Rate per annum applicable to such day by 360, or by the actual number of days in the year, if the Interest Rate Basis specified above is Treasury Rate. 12 Unless otherwise specified herein, all percentages resulting from any calculation of the rate of interest on Floating Rate Notes (including the calculation of the Interest Factor and the Money Market Yield, each as described above) will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward), or if the Specified Currency set forth above is other than U.S. dollars, to the smallest unit of the Specified Currency. If this Note is denominated in a currency or currency unit other than U.S. dollars, any U.S. dollar amount to be received by a holder of this Note will be based on the mean bid quotation (calculated to the nearest one hundred-thousandth of a dollar, with five one-millionths of a dollar rounded upward) in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date, in an amount equal to the aggregate amount of the Specified Currency payable to all holders of Notes not electing to receive the Specified Currency on such payment date and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the holder of the Note by deductions from such payments. If this Note is denominated in a currency or currency unit other than U.S. dollars and, due to the imposition of exchange controls or other circumstances beyond the control of the Corporation, the Specified Currency is not available at the time of any scheduled payment of principal of or premium or interest, if any, to be made in the Specified Currency, then the Corporation shall be entitled to satisfy its obligations hereunder by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the second day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where required payment is in a Specified Currency will not constitute a default under the Indenture. In case an event of default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. If so provided in the face hereof, the Notes will be considered "Tier II Capital" under the rules and regulations of the Board of Governors of the Federal Reserve System of the United States and the Ministry of Finance of Japan. Pursuant to Section 7.02 of the Indenture, only certain events of default relating to the bankruptcy, insolvency or reorganization of the Corporation as provided below (each, an "Insolvency Event") would give rise to a right of acceleration of the maturity of the Notes or to the Trustee's right to the appointment of a receiver pursuant to Section 7.07 of the Indenture. Such Insolvency Events are as follows: 13 (i) the entry by a court of competent jurisdiction of a decree or order, unstayed on appeal or otherwise and in effect for 30 days, adjudicating the Corporation a bankrupt or insolvent; (ii) the entry by a court of competent jurisdiction of a decree or order appointing a receiver or liquidator or trustee of the Corporation or of substantially all the property of the Corporation, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation under Title 11 of the United States Code, as now constituted or as hereafter in effect, or any other Federal or state bankruptcy or other similar statute applicable to the Corporation; but only if and when such decree or order shall have continued unstayed on appeal or otherwise and in effect for 60 days; or (iii) the filing by the Corporation of a voluntary petition in bankruptcy under any of the provisions of any bankruptcy law, or the consenting by the Corporation to the filing of any bankruptcy or reorganization petition against it under any such law; or (without limitation of the generality of the foregoing) the filing by the Corporation of a petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter in effect, or any other Federal or state bankruptcy or other similar statute applicable to the Corporation, as now or hereafter in effect; or the making by the Corporation of an assignment for the benefit of creditors; or the admitting in writing by the Corporation of its inability to pay its debts generally as they become due; or the consenting by the Corporation to the appointment of a receiver or liquidator or custodian or trustee of it or of substantially all its property. Accordingly, with respect to Notes considered "Tier II Capital", except upon the occurrence of an Insolvency Event, there is no right of acceleration nor shall the Trustee be entitled to the appointment of a receiver pursuant to Section 7.07 of the Indenture for a default in the payment of principal, premium, if any, or interest or in the performance of any covenant or agreement in such Notes or in the Indenture. In the event of a default in the payment of principal, premium, if any, or interest or the performance of any covenant or agreement in the Notes or in the Indenture, the holder of any such Note and the Trustee, subject to certain limitations and conditions, may institute judicial proceedings to enforce the payment of such principal, premium, if any, or interest or to obtain the performance of any covenant or agreement or any other remedy. The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of each series of Debt Securities affected thereby, at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any indenture supplemental 14 thereto or modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debt Security, or reduce the principal amount thereof or premium, if any, with respect thereto, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of original issue discount payable upon a declaration of acceleration of the stated maturity thereof, without the consent of the holder of each such Debt Security so affected, (ii) reduce the aforesaid percentage of Debt Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Debt Securities of all such series affected thereby then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities of any series at the time outstanding, on behalf of the holders of all the Debt Securities of such series, to waive, insofar as that series is concerned, compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be issued upon the registration of transfer hereof or in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or other such Notes. Except as otherwise provided on the face of this Note, this Note will not be redeemable prior to maturity. If so provided in this Note, this Note may be redeemed by the Corporation on and after the date so indicated above. On and after the date, if any, from which this Note may be redeemed, this Note may be redeemed in whole or in part at the option of the Corporation at a redemption price equal to the product of the principal amount of this Note to be redeemed multiplied by the Redemption Percentage. The Redemption Percentage shall initially equal the Initial Redemption Percentage specified on the face of this Note, and shall decline at each anniversary of the initial date that this Note is redeemable by the amount of the Annual Redemption Percentage Reduction specified on the face of this Note, until the Redemption Percentage is equal to 100%. This Note will not be entitled to any sinking fund. Except as otherwise provided on the face of this Note, this Note will not be repayable at the option of the holder. If so provided in this Note, this Note will be repayable in whole or in part at the option of the holder in increments of $1,000 or, in case of non-U.S. dollar denominated Notes, in an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination) (provided that the remaining principal amount of any Note surrendered for partial repayment shall be at least $1,000 or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred to above) on any Business Day on or after the Initial Date on which the Note is Repayable at the Option of the Holders (as stated above), at 100% of the principal amount to be repaid, plus accrued interest, if any, to the repayment date. In order for the exercise of the option to be effective and the Notes to be repaid, the Corporation must receive at the applicable address of the Paying Agent set forth below or at such other place or places of which the Corporation shall from time to time notify the holder of the Note, on or before the fifteenth, but not earlier than the twenty-fifth day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, either (i) this Note, with the form below entitled "Option to Elect Repayment" duly completed, or (ii) a 15 telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of this Note, (b) the principal amount of this Note and the amount of this Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the corporation will receive this Note, with the form entitled "Option to Elect Repayment" duly completed, not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (and this Note and form duly completed are received by the Corporation by such fifth Business Day). Any such election shall be irrevocable. The addresses to which such deliveries are to be made are as follows: (i) to Chemical Bank, Attention: Debt Operations, P.O. Box 2862, G.P.O. Station, New York, New York 10116, if delivery is made by regular or registered mail, (ii) to Chemical Bank, Bank Window, Room 234, 2nd Floor, North Building, 55 Water Street, New York, New York, if delivery is made by hand, armored car or courier services or (iii) to Chemical Bank, Attention: Agency Administration, 450 West 33rd Street, New York, New York 10001, if delivery is by telegram or facsimile transmission (or at such other places as the Corporation shall notify the holders of the Notes). All questions as to the validity, eligibility (including time of receipt), and acceptance of any Note for repayment will be determined by the Corporation, whose determination will be final and binding. The Notes are issuable in fully registered form only without coupons in denominations of $1,000 and integral multiples thereof or, if the Specified Currency is other than U.S. dollars, in the denominations specified on the face hereof. Notes denominated and payable in U.S. dollars may be issued, in whole or in part, in the form of one or more global Notes bearing the legend specified in the Indenture regarding certain restrictions on registration of transfer and exchange and issued to The Depository Trust Company as depositary (the "Depositary") or its nominee and registered in the name of the Depositary or such nominee. Upon due presentment for registration of transfer of this Note at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, a new Note or Notes in authorized denominations in the Specified Currency for an equal aggregate principal amount and like interest rate and maturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the places, at the respective times, at the rate and in the currency herein prescribed. The Corporation, the Trustee, and any paying agent may deem and treat the registered holder hereof as the absolute owner of this Note at his address as it appears on the register books of the Corporation as kept by the Trustee or duly authorized agent of the Corporation (whether or not this Note shall be overdue), for the purpose of receiving payment of or on account hereof and for all other purposes, and neither the Corporation nor the Trustee nor any paying agent shall be affected by any notice to the contrary. All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on this Note. 16 No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Corporation or any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every such incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Note. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the Trustee or its duly authorized agent under the Indenture referred to above. 17 IN WITNESS WHEREOF, THE CIT GROUP HOLDINGS, INC. has caused this instrument to be signed by its duly authorized officers, and has caused its corporate seal, or a facsimile thereof, to be affixed hereto or imprinted hereon. Dated: THE CIT GROUP HOLDINGS, INC. By: ----------------------------- Executive Vice President Attest: ------------------------------ Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Note is one of a series of Debt Securities described in the Indenture referred to above. [CIT CORPORATE SEAL] THE BANK OF NEW YORK, as Trustee By: ---------------------------------- Authorized Officer OR CHEMICAL BANK, as Authenticating Agent for the Trustee By: ---------------------------------- Authorized Officer 18 OPTION TO ELECT REPAYMENT TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably requests and instructs the Corporation to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the repayment date, to the undersigned, at - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For this Note to be repaid the Corporation must receive at the applicable address of the Paying Agent set forth above, or at such other place or places of which the Corporation shall from time to time notify the holder of the within Note, on or before the fifteenth, but not earlier than the twenty-fifth day, or, if such day is not a Business Day, the next succeeding Business Day, prior to the repayment date, (i) this Note, with this "Option To Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile transmission, or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth (a) the name, address, and telephone number of the holder of the Note, (b) the principal amount of the Note and the amount of the Note to be repaid, (c) a statement that the option to elect repayment is being exercised thereby, and (d) a guarantee stating that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by the Corporation not later than five business days after the date of such telegram, telex, facsimile transmission, or letter (and such Note and form duly completed are received by the Corporation by such fifth Business Day). If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which shall be an integral multiple of $1,000 or, if the Note is denominated in a currency other than U.S. dollars, of an amount equal to the integral multiples referred to on the face hereof under "Authorized Denominations" (or, if no such reference is made, an amount equal to the minimum Authorized Denomination)) which the holder elects to have repaid: ____________; and specify the denomination or denominations (which shall be $1,000 and integral multiples thereof or, if the Note is denominated in a currency other than U.S. dollars, an Authorized Denomination) of the Note or Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any specification, one such Note will be issued for the portion not being repaid): ___________. Date: ----------------------- -------------------------------- Notice: The signature to this Option to Elect Repayment must correspond with the name as written above the Note in every particular without alteration or enlargement or any other change whatsoever. 19 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants UNIF GIFT MIN ACT - . . . Custodian . . . in common (Cust) (Minor) Under Uniform Gifts to Minors Act TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and ---------------------------------------- not as tenants in (State) common Additional abbreviations may also be used though not in the above list. ---------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________________________________ (Please insert Social Security or other identifying number of Assignee) - ------------------------------------- | | | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of Assignee) - -------------------------------------------------------------------------------- the within Note of THE CIT GROUP HOLDINGS, INC. and does hereby irrevocably constitute and appoint ________________________________________________________________ attorney to transfer the said Note on the books of the Corporation, with full power of substitution in the premises. Date: ----------------------- -------------------------------- [NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.] 20 EX-12 6 0006.txt COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Exhibit 12 THE CIT GROUP, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Year Ended December 31, ---------------------------------------------------------------------------- Dollars in Millions 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Net income $ 611.6 $ 389.4 $ 338.8 $ 310.1 $ 260.1 Provision for income taxes 373.9 207.6 185.0 178.0 155.7 -------- -------- -------- -------- -------- Earnings before provision for income taxes 985.5 597.0 523.8 488.1 415.8 -------- -------- -------- -------- -------- Fixed charges: Interest and debt expenses on indebtedness 2,497.7 1,293.4 1,040.8 937.2 848.3 Minority interest in subsidiary trust holding solely debentures of the Company 19.2 19.2 19.2 16.3 ---- Interest factor - one-third of rentals on real and personal properties 19.6 10.6 7.9 8.5 8.1 -------- -------- -------- -------- -------- Total fixed charges 2,536.5 1,323.2 1,067.9 962.0 856.4 -------- -------- -------- -------- -------- Total earnings before provisions for income taxes and fixed charges $3,522.0 $1,920.2 $1,591.7 $1,450.1 $1,272.2 ======== ======== ======== ======== ======== Ratios of Earnings to Fixed Charges 1.39x 1.45x 1.49x 1.51x 1.49x
EX-23.1 7 0007.txt CONSENT OF KPMG LLP Exhibit 23.1 Consent of Independent Auditors 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 the Registration Statement on Form S-3 of The CIT Group, Inc., which report appears in the December 31, 1999 Annual Report on Form 10-K of The CIT Group, Inc., which is also incorporated by reference herein, and to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG LLP Short Hills, New Jersey February 23, 2001 EX-23.2 8 0008.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in this Registration Statement on Form S-3 and related Prospectus of CIT Group, Inc. for the registration of $2,028,000,000 Senior/Senior Subordinated Debt Securities and to the incorporation by reference therein of our report dated February 22, 1999, with respect to the consolidated statement of income of Newcourt Credit Group Inc. for the year ended December 31, 1998 and the notes related thereto included on pages 56, 64-68 and 74-76 of Newcourt Credit Group Inc.'s Annual Report (Form 40-F) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Ernst & Young LLP Toronto, Canada February 23, 2001 EX-24.1 9 0009.txt POWERS OF ATTORNEY Exhibit 24.1 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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 12th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 12th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 17th day of February, 2001. /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. (the "SEC"), 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 debt securities under said Act in an aggregate principal amount of up to $20.0 billion, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $20.0 billion (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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 12th day of February, 2001. /s/ Alan F. White ------------------------------- Alan F. White EX-24.2 10 0010.txt BOARD RESOLUTIONS Exhibit 24.2 THE CIT GROUP, INC. CERTIFIED RESOLUTIONS I, Eric S. Mandelbaum, hereby certify that I am an Assistant Secretary and an official assistant to the official custodian of certain records including the Certificate of Incorporation, By-Laws, and minutes of the meetings of the Board of Directors of THE CIT GROUP, INC., a Delaware corporation, and that the following are true, accurate, and compared extracts from the minutes of the meeting of the Board of Directors of THE CIT GROUP, INC. held on November 29, 2000 (the "Board Meeting"), and that the same have not been revoked, annulled or amended in any manner whatsoever: Certain Preambles and Resolutions from the Board Meeting WHEREAS, The CIT Group, Inc. (the "Corporation") desires to obtain financing in the public debt markets and in that connection desires to authorize certain officers of the Corporation to sign on behalf of the Corporation and certain of its directors and officers a registration statement on Form S-3, and any amendments thereto, for the registration of securities of the Corporation pursuant to the following resolutions under the Securities Act of 1933, as amended (the "Securities Act"), under such terms and conditions, which may be amended from time to time, as the President and Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Corporation (the "Authorized Officers") may determine; and WHEREAS, the Corporation currently has registered with the Securities and Exchange Commission (the "Commission") debt securities in the amount of $3,388,000,000 and the Corporation desires to authorize the issuance of an additional $20 billion in debt securities in addition to the amounts already approved and registered; NOW, THEREFORE, BE IT: RESOLVED, that the Corporation hereby authorizes the addition of $20 billion to the amounts of debt securities already registered or approved by the Corporation to be registered, in order to offer, issue and sell from time to time up to $23,388,000,000 aggregate principal amount of debt securities of the Corporation or, if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $23,388,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency) to be made (i) directly to purchasers, (ii) through agents designated from time to time, (iii) through underwriters or a group of underwriters represented by one or more particular underwriter(s), or (iv) to dealers, from and after the date hereof on a continuing basis (such issue of debt securities or any series thereof being hereinafter sometimes referred to in these resolutions as the "Debt Securities") under such terms and conditions, which may be amended from time to time, as any Authorized Officer shall determine; RESOLVED FURTHER, that the proper officers of the Corporation are hereby authorized to proceed with the preparation of a registration statement on Form S-3 (such registration statement being hereinafter referred to in these resolutions as the "Registration Statement") for the registration under the Securities Act of any or all of the Debt Securities, with the offering for sale of any or all of the Debt Securities, and with such financing at such time, if at all, within such period as any Authorized Officer shall deem appropriate; RESOLVED FURTHER, that each of Albert R. Gamper, Jr., Ernest D. Stein, Robert J. Ingato and Anne Beroza with full power to act with or without the others is hereby authorized to sign the Registration Statement covering the registration under the Securities Act of the Debt Securities and any and all amendments (including post-effective amendments) to the Registration Statement, on behalf of and as true and lawful attorney-in-fact or attorneys-in-fact for the Corporation and on behalf of and as true and lawful attorney-in-fact or attorneys-in-fact for the Chief Executive Officer and/or the Chief Financial Officer and/or the Chief Accounting Officer and/or other officers of the Corporation, including, without limitation, the Chairman and/or the Vice Chairman and/or the President and/or each Senior Executive Vice President and/or each Executive Vice President and/or each Senior Vice President and/or each Vice President and/or the Treasurer and/or the Secretary and/or the Assistant Secretary (in attestation of the corporate seal of the Corporation or otherwise); RESOLVED FURTHER, that any of the Authorized Officers is hereby authorized to approve the forms, terms and provisions of the form of Registration Statement and the form of preliminary prospectus, and once so approved, Albert R. Gamper, Jr., Ernest D. Stein, Robert J. Ingato and Anne Beroza be, and with full power to act without the others and hereby is, authorized (i) to sign, in the name and on behalf of the Corporation, the Registration Statement and any amendments thereto as any of them may approve, in such form as the officer executing the Registration Statement or any such amendment may approve, with any changes as he or she may approve, such execution to be conclusive evidence of such approval, and (ii) to file the Registration Statement or amendment and any prospectus (a "Prospectus") appropriate to offer the Debt Securities with the Commission; RESOLVED FURTHER, that each of Ernest D. Stein and Anne Beroza is hereby designated an agent of the Corporation to receive any and all notices and communications from the Commission relating to the Registration Statement, any amendments thereto and any Prospectus or supplement thereto, and that there are hereby conferred upon Ernest D. Stein and Anne Beroza the powers enumerated in Rule 478 of the Securities Act; RESOLVED FURTHER, that each of Ernest D. Stein and Anne Beroza be, and hereby is, authorized to appear on behalf of the Corporation before the Commission in connection with any matter relating to the Registration Statement and any amendment thereto; RESOLVED FURTHER, that the proper officers of the Corporation are, and each of them hereby is, empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of all of the foregoing instruments and any further instruments and documents, and that the proper officers of the Corporation and its counsel are hereby authorized to take all such further action and to execute and deliver all such further instruments and documents, in the name and on behalf of the Corporation and under its corporate seal or otherwise, and to pay all such expenses and issue and other taxes, as in their judgment shall be necessary, proper, or advisable in order to fully carry out the intent and accomplish the purposes of the foregoing resolutions and each of them; and RESOLVED FURTHER, that all actions heretofore or hereafter taken by any officer or officers of the Corporation within the terms of the foregoing resolutions are hereby ratified and confirmed as the act and deed of the Corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The CIT Group, Inc. this 21st day of February, 2001. /s/ Eric S. Mandelbaum -------------------------------- [SEAL] Eric S. Mandelbaum, Assistant Secretary EX-25.1 11 0011.txt FORM T-1 STATEMENT (THE BANK OF NEW YORK) Exhibit 25.1 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) The CIT Group, Inc. (Exact name of obligor as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip code) ------------- Senior/Senior Subordinated Debt Securities (Title of the indenture securities) ================================================================================ 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005 (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. 2 SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 22nd day of February, 2001. THE BANK OF NEW YORK By: /S/ STEPHEN J. GIURLANDO ------------------------------ Name: STEPHEN J. GIURLANDO Title: VICE PRESIDENT 3 - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ......... $ 3,083,720 Interest-bearing balances .................................. 4,949,333 Securities: Held-to-maturity securities ................................ 740,315 Available-for-sale securities .............................. 5,328,981 Federal funds sold and Securities purchased under agreements to resell ....................................... 5,695,708 Loans and lease financing receivables: Loans and leases, net of unearned income ................................................... 36,590,456 LESS: Allowance for loan and lease losses ............................................. 598,536 LESS: Allocated transfer risk reserve .................................................. 12,575 Loans and leases, net of unearned income, allowance, and reserve ................................... 35,979,345 Trading Assets ................................................ 11,912,448 Premises and fixed assets (including capitalized leases) .................................................... 763,241 Other real estate owned ....................................... 2,925 Investments in unconsolidated subsidiaries and associated companies ....................................... 183,836 Customers' liability to this bank on acceptances outstanding ................................................ 424,303 Intangible assets ............................................. 1,378,477 Other assets .................................................. 3,823,797 ----------- Total assets .................................................. $74,266,429 =========== LIABILITIES Deposits: In domestic offices ........................................ $28,328,548 Noninterest-bearing ........................................ 12,637,384 Interest-bearing ........................................... 15,691,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs ................................... 27,920,690 Noninterest-bearing ........................................ 470,130 Interest-bearing ........................................... 27,450,560 Federal funds purchased and Securities sold under agreements to repurchase ................................... 1,437,916 Demand notes issued to the U.S.Treasury ....................... 100,000 Trading liabilities ........................................... 2,049,818 Other borrowed money: With remaining maturity of one year or less ................ 1,279,125 With remaining maturity of more than one year through three years ...................................... 0 With remaining maturity of more than three years ........... 31,080 Bank's liability on acceptances executed and outstanding ................................................ 427,110 Subordinated notes and debentures ............................. 1,646,000 Other liabilities ............................................. 4,604,478 ----------- Total liabilities ............................................. 67,824,765 =========== EQUITY CAPITAL Common stock .................................................. 1,135,285 Surplus ....................................................... 1,008,775 Undivided profits and capital reserves ........................ 4,308,492 Net unrealized holding gains (losses) on available-for-sale securities .............................. 27,768 Accumulated net gains (losses) on cash flow hedges ............ 0 Cumulative foreign currency translation adjustments ........... (38,656) ----------- Total equity capital .......................................... 6,441,664 ----------- Total liabilities and equity capital .......................... $74,266,429 =========== 4 I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi | Alan R. Griffith | Directors Gerald L. Hassell | - -------------------------------------------------------------------------------- 5 EX-25.2 12 0012.txt FORM T-1 STATEMENT (BANK OF ONE TRUST COMPANY) Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)________ Bank One, National Association (Exact name of trustee as specified in its charter) A National Banking Association 36-0899825 (I.R.S. employer identification number) 1 Bank One Plaza, Chicago, Illinois 60670-0126 (Address of principal executive offices) (Zip Code) Bank One, National Association 1 Bank One Plaza, Suite 0286 Chicago, Illinois 60670-0286 Attn: Lynn A. Goldstein, Law Department (312) 732-6919 (Name, address and telephone number of agent for service) THE CIT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification number) 1211 Avenue of the Americas 10036 New York, New York (Zip Code) (Address of Principal Executive Offices) Senior Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervision authority to which it is subject. Comptroller of Currency, Washington, D. C., Federal Deposit Insurance Corporation, Washington, D. C., The Board of Governors of the Federal Reserve System, Washington, D. C.. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. No such affiliation exists with the trustee. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. * Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of Bank One, National Association, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S WEST Capital Funding, Inc., filed with the Securities and Exchange Commission on May 6, 1998 (Registration No. 333-51907-01). 2 Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 22nd day of February, 2001. BANK ONE, NATIONAL ASSOCIATION, Trustee By: /S/ CHRISTOPHER HOLLY ----------------------------- Name: CHRISTOPHER HOLLY Title: ASSISTANT VICE PRESIDENT 3 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT February 22, 2001 Securities and Exchange Commission Washington, D. C. 20549 Gentlemen: In connection with the qualification of an indenture between The CIT Group, Inc. and Bank One, National Association, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State Authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, BANK ONE, NATIONAL ASSOCIATION, Trustee By: /S/ CHRISTOPHER HOLLY ----------------------------- Name: CHRISTOPHER HOLLY Title: ASSISTANT VICE PRESIDENT 4 EXHIBIT 7
Legal Title of Bank: Bank One, National Association Call Date: 06/30/99 ST-BK: 17-1630 FFIEC 031 Address: 1 Bank One Plaza, Ste 0460 Page RC-1 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 1999 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. Schedule RC--Balance Sheet Dollar Amounts in thousands C400 ---- RCFD BIL MIL THOU ---- ------------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A) RCFD ---- a. Noninterest-bearing balances and currency and coin(1) ............... 0081 3,983,167 1.a b. Interest-bearing balances(2)......................................... 0071 3,924,307 1.b 2. Securities a. Held-to-maturity securities (from Schedule RC-B, column A) .......... 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) ........ 1773 12,582,363 2.b 3. Federal funds sold and securities purchased under agreements to resell .... 1350 7,578,668 3. 4. Loans and lease financing receivables: RCFD ---- a. Loans and leases, net of unearned income (from Schedule RC-C) ....... 2122 40,676,052 4.a b. LESS: Allowance for loan and lease losses............................ 3123 458,781 4.b c. LESS: Allocated transfer risk reserve................................ 3128 4,342 4.c RCFD ---- d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) ................................ 2125 40,212,929 4.d 5. Trading assets (from Schedule RD-D)........................................ 3545 4,484,022 5. 6. Premises and fixed assets (including capitalized leases) .................. 2145 724,662 6. 7. Other real estate owned (from Schedule RC-M) .............................. 2150 2,270 7. 8. Investments in unconsolidated subsidiaries and associated companies ....... (from Schedule RC-M)....................................................... 2130 207,442 8. 9. Customers' liability to this bank on acceptances outstanding .............. 2155 300,112 9. 10. Intangible assets (from Schedule RC-M).................................... 2143 232,947 10. 11. Other assets (from Schedule RC-F)......................................... 2160 2,513,151 11. 12. Total assets (sum of items 1 through 11).................................. 2170 76,746,040 12.
(1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 5
Legal Title of Bank: Bank One, National Association Call Date: 06/30/99 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Ste 0460 Page RC-2 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 Schedule RC-Continued Dollar Amounts in Thousands LIABILITIES 13. Deposits: RCON ---- a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1) ................................................. 2200 22,391,381 13.a (1) Noninterest-bearing(1)........................................ 6631 10,239,312 13.a1 (2) Interest-bearing.............................................. 6636 12,152,069 13.a2 RCFN ---- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) .......................................... 2200 23,013,949 13.b (1) Noninterest bearing........................................... 6631 361,838 13.b1 (2) Interest-bearing.............................................. 6636 22,652,111 13.b2 14. Federal funds purchased and securities sold under agreements to repurchase: .......................................................... RCFD 2800 6,919,979 14 15. a. Demand notes issued to the U.S. Treasury ........................... RCON 2840 362,951 15.a b. Trading Liabilities (from Schedule RC-D) ........................... RCFD 3548 4,548,086 15.b RCFD ---- 16. Other borrowed money: a. With original maturity of one year or less ......................... 2332 9,453,587 16.a b. With original maturity of more than one year. ...................... A547 104,900 16.b c. With original maturity of more than three years. ................... A548 343,059 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding ................. 2920 300,112 18. 19. Subordinated notes and debentures ....................................... 3200 2,750,000 19. 20. Other liabilities (from Schedule RC-G) .................................. 2930 1,361,700 20. 21. Total liabilities (sum of items 13 through 20) .......................... 2948 71,549,704 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ........................... 3838 0 23. 24. Common stock ............................................................ 3230 200,858 24. 25. Surplus (exclude all surplus related to preferred stock) ................ 3839 3,245,088 25. 26. a. Undivided profits and capital reserves ............................. 3632 1,872,884 26.a b. Net unrealized holding gains (losses) on available-for-sale securities.................................... ........................ 8434 (121,259) 26.b c. Accumulated net gains (losses) on cash flow hedges ................. 4336 0 26.c 27. Cumulative foreign currency translation adjustments ..................... 3284 (1,235) 27. 28. Total equity capital (sum of items 23 through 27) ....................... 3210 5,196,336 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) ................................... 3300 76,746,040 29.
Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external ---------- Number auditors as of any date during 1996 ...... RCFD 6724 ...... | N/A | M.1. ---------- 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work (1) Includes total demand deposits and noninterest-bearing time and savings deposits. 6 EX-25.3 13 0013.txt FORM T-1 STATEMENT (BNY MIDWESTERN TRUST COMPANY) Exhibit 25.3 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ---------- BNY MIDWEST TRUST COMPANY (formerly known as CTC Illinois Trust Company) (Exact name of trustee as specified in its charter) Illinois 36-3800435 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 2 N. LaSalle Street Suite 1020 Chicago, Illinois 60602 (Address of principal executive offices) (Zip code) ---------- The CIT Group, Inc. (Exact name of obligor as specified in its charter) Delaware 13-2994534 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip code) ---------- Senior/Senior Subordinated Debt Securities (Title of the indenture securities) ================================================================================ 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Office of Banks & Trust Companies 500 E. Monroe Street of the State of Illinois Springfield, Illinois 62701-1532 Federal Reserve Bank of Chicago 230 S. LaSalle Street Chicago, Illinois 60603 (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. 1. A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.) 2,3. A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. 2 SIGNATURE Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 21st day of February, 2001. BNY Midwest Trust Company By: /S/ CAROLYN POTTER ----------------------------- Name: CAROLYN POTTER Title: ASSISTANT VICE PRESIDENT 3 OFFICE OF BANKS AND REAL ESTATE Bureau of Banks and Trust Companies CONSOLIDATED REPORT OF CONDITION OF BNY Midwest Trust Company 208 West Jackson Boulevard Suite 700 Chicago, Illinois 60606 Including the institution's domestic and foreign subsidiaries completed as of the close of business on September 30, 2000, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois. ASSETS Thousands of Dollars ------ -------------------- Cash and Due from Depository Institutions.............. 23,538 U.S. Treasury Securities............................... - 0 - Obligations of States and Political Subdivisions....... - 0 - Other Bonds, Notes and Debentures...................... - 0 - Corporate Stock........................................ - 0 - Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises... 234 Leases and Lease Financing Receivables................. - 0 - Accounts Receivable.................................... 3,706 Other Assets (Itemize amounts greater than 15% of Line 9) .......... 49,681 Goodwill and Intangibles.......................... 49,497 TOTAL ASSETS........................................... 77,159 4 OFFICE OF BANKS AND REAL ESTATE Bureau of Banks and Trust Companies CONSOLIDATED REPORT OF CONDITION OF BNY Midwest Trust Company 208 West Jackson Boulevard Suite 700 Chicago, Illinois 60606 LIABILITIES Thousands of Dollars ----------- -------------------- Accounts Payable...................................... - 0 - Taxes Payable......................................... - 0 - Other Liabilities for Borrowed Money.................. 7,000 Other Liabilities (Itemize amounts greater than 15% of Line 14) ........ 3,289 Reserve for Taxes............................. 2,853 TOTAL LIABILITIES 10,289 EQUITY CAPITAL -------------- Preferred Stock....................................... - 0 - Common Stock.......................................... 2,000 Surplus............................................... 62,130 Reserve for Operating Expenses........................ - 0 - Retained Earnings (Loss).............................. 2,740 TOTAL EQUITY CAPITAL.................................. 66,870 TOTAL LIABILITIES AND EQUITY CAPITAL.................. 77,159 5 I, Robert L. De Paola, Vice President ------------------------------------------------------------------------------ (Name and Title of Officer Authorized to Sign Report) of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony. Robert L. DePaola -------------------------------------------------- (Signature of Officer Authorized to Sign Report) Sworn to and subscribed before me is 26th day of October , 2000 My Commission expires December 31, 2001. Carmelo C. Casella, Notary Public (Notary Seal) Person to whom Supervisory Staff should direct questions concerning this report. Jennifer Barbieri (212) 437-5520 ---------------------------- ----------------------------- Name Telephone Number (Extension) 6 -----END PRIVACY-ENHANCED MESSAGE-----