EX-99.3 5 e13885ex99-3.txt FIRST AMENDMENT Exhibit 99.3 FIRST AMENDMENT First Amendment, dated as of October 7, 2002 (this "Amendment"), to the 5-Year Credit Agreement, dated as of March 28, 2000 (the "Credit Agreement"), among CIT GROUP INC. (f/k/a THE CIT GROUP, INC.), a Delaware corporation (the "Company"), the several banks and other financial institutions from time to time parties thereto (the "Banks"), J.P. MORGAN SECURITIES INC. (f/k/a CHASE SECURITIES INC.), as sole arranger and book manager (in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A., CITIBANK, N.A. and MIZUHO CORPORATE BANK, LTD. (f/k/a THE DAI-ICHI KANGYO BANK, LIMITED), as syndication agents (in such capacity, the "Syndication Agents") and JPMORGAN CHASE BANK (f/k/a THE CHASE MANHATTAN BANK), as administrative agent (in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, the Company, the Banks, the Arranger, the Syndication Agents and the Administrative Agent are parties to the Credit Agreement; WHEREAS, the Company has entered into a credit agreement dated as of October 7, 2002 among the Company, the banks parties thereto, Barclays Bank PLC, Bank of America, N.A. and Citibank, N.A., as syndication agents, and JPMorgan Chase Bank, as administrative agent (the "2002 364-Day Agreement"). WHEREAS, it is a condition precedent to the 2002 364-Day Agreement that certain provisions of the Credit Agreement be amended as hereinafter set forth; WHEREAS, the Company has requested that the Banks agree to so amend the Credit Agreement; and WHEREAS, the Banks have agreed to such requested amendment but only on the terms and conditions contained in this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendment to Subsection 1.1 (Defined Terms) of the Credit Agreement. Subsection 1.1 of the Credit Agreement is hereby amended by adding the following definition: "Related Facilities Agreements": (i) the 364-Day Credit Agreement, dated as of October 7, 2002 among the Company, as borrower, the banks parties thereto, 2 Barclays Bank PLC, Bank of America, N.A. and Citibank, N.A., as syndication agents and JPMorgan Chase Bank, as administrative agent, (ii) the 5-Year $765,000,000 Credit Agreement dated as of April 13, 1998, among Capita Corporation (f/k/a AT&T Capital Corporation), as borrower, CIT Financial Ltd. (f/k/a Newcourt Credit Group Inc.) and Newcourt Credit Group USA Inc., as guarantors, the Banks parties thereto, JPMorgan Chase Bank (a successor to Morgan Guaranty Trust Company of New York), as administrative agent, Canadian Imperial Bank of Commerce, as syndication agent, JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) and Deutsche Bank AG, New York Branch, as co-documentation agents, and J.P. Morgan Securities Inc. and CIBC Oppenheimer Corp., as arrangers, and (iii) the Canadian $500,000,000 364-Day Credit Agreement dated as of March 27, 2001, among CIT Financial Ltd., the banks parties thereto, Royal Bank of Canada, as administrative agent, and Canadian Imperial Bank of Commerce and JPMorgan Bank Canada (f/k/a The Chase Manhattan Bank of Canada), as syndication agents. SECTION 3. Amendment to Subsection 2.11 (Applicable Interest Rate Margins, Facility Fee Rate and Utilization Fee) of the Credit Agreement. Subsection 2.11 of the Credit Agreement is hereby amended by adding the following paragraph at the end thereof: "Notwithstanding the foregoing, until the date on which all the amounts outstanding hereunder and under the Related Facilities Agreements shall have been repaid in full and no extensions of credit shall have been made hereunder or thereunder for a period of 30 days or longer: (i) the Applicable Margin for Eurodollar Rate Loans with respect to pricing level 1 above shall be equal to 42 basis points and the Utilization Fee with respect to pricing level 1 above shall be equal to zero basis points, (ii) the Applicable Margin for Eurodollar Rate Loans with respect to pricing level 2 above shall be equal to 51 basis points and the Utilization Fee with respect to pricing level 2 above shall be equal to zero basis points, (iii) the Applicable Margin for Eurodollar Rate Loans with respect to pricing level 3 above shall be equal to 65 basis points and the Utilization Fee with respect to pricing level 3 above shall be equal to zero basis points, (iv) the Applicable Margin for Eurodollar Rate Loans with respect to pricing level 4 above shall be equal to 75 basis points and the Utilization Fee with respect to pricing level 4 above shall be equal to zero basis points and (v) the Applicable Margin for Eurodollar Rate Loans with respect to pricing level 5 above shall be equal to 90 basis points and the Utilization Fee with respect to pricing level 5 above shall be equal to zero basis points." SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on and as of the day and year first above written upon receipt by the Administrative Agent of counterparts of this Amendment, duly executed and delivered by each of the Company and the Required Banks. SECTION 5. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Company that would require an amendment, waiver or consent of the Administrative Agent or the Banks except as expressly stated herein. Except as expressly 3 amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect in accordance with its terms. SECTION 6. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including counterparts delivered by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Any executed counterpart delivered by telecopy shall be effective as an original for all purposes. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. CIT GROUP INC. (f/k/a THE CIT GROUP, INC.) By: /s/ Glenn A. Votek -------------------------------------- Name: Glenn A. Votek Title: Executive Vice President, Treasurer Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. JPMORGAN CHASE BANK, as Administrative Agent and as a Bank By: /s/ Roger Parker -------------------------------------- Name: Roger Parker Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: BANK OF AMERICA, N.A. By: /s/ Joan D'Amico -------------------------------------- Name: Joan L. D'Amico Title: Managing Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: BARCLAYS BANK PLC By: /s/ Alison McGuigan -------------------------------------- Name: Alison McGuigan Title: Associate Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: CITIBANK By: /s/ Robert B. Goldstein -------------------------------------- Name: Robert B. Goldstein Title: Managing Director Address: 388 Greenwich Street 22nd Floor (212) 816-3776 GEID# 0000211936 Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: CREDIT SUISSE FIRST BOSTON By: /s/ Jay Chall -------------------------------------- Name: Jay Chall Title: Director By: /s/ Karl Studer -------------------------------------- Name: Karl Studer Title: Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: ABN AMRO BANK N.V. By: /s/ Neil R. Stein -------------------------------------- Name: Neil R. Stein Title: Vice President By: /s/ Nancy W. Lanzoni -------------------------------------- Name: Nancy W. Lanzoni Title: Group Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: BANK ONE, N.A. By: /s/ Nelson Albrecht -------------------------------------- Name: Nelson Albrecht Title: Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. BNP PARIBAS By: /s/ Marguerite L. Lebon -------------------------------------- Name: Marguerite L. Lebon Title: Vice President By: /s/ Veronique Marcus -------------------------------------- Name: Veronique Marcus Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLAND BRANCHES By: /s/ Gayma Z. Shivnarain -------------------------------------- Name: Gayma Z. Shivnarain Title: Director By: /s/ Kathleen Bowers -------------------------------------- Name: Kathleen Bowers Title: Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. SOCIETE GENERALE By: /s/ Charles D. Fischer, Jr. -------------------------------------- Name: Charles D. Fischer, Jr. Title: Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: UBS AG, STAMFORD BEACH By: /s/ Wilfred V. Saint -------------------------------------- Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US By: /s/ Luke Goldsworthy -------------------------------------- Name: Luke Goldsworthy Title: Associate Director Banking Products Services, US Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: WACHOVIA BANK By: /s/ Thomas L. Stitchberry -------------------------------------- Name: Thomas L. Stitchberry Title: Managing Director Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: LEHMAN COMMERCIAL PAPER, INC. By: /s/ Michele Swanson -------------------------------------- Name: Michele Swanson Title: Authorized Signatory Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: NATIONAL AUSTRALIA BANK LTD. By: /s/ William Schmid -------------------------------------- Name: William Schmid Title: Vice President ABN 12004044937 Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: BANK OF MONTREAL By: /s/ Ben Ciallella -------------------------------------- Name: Ben Ciallella Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. MIZUHO CORPORATE BANK, LTD. By: /s/ Martin T. McNeill Jr. -------------------------------------- Name: Martin T. McNeill Jr. Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. ROYAL BANK OF CANADA By: /s/ Scott Umbs -------------------------------------- Name: Scott Umbs Title: Manager Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. CIBC INC. By: /s/ Dominic J. Sorresso -------------------------------------- Name: Dominic J. Sorresso Title: Executive Director CIBC World Markets Corp., as Agent Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. NORDDEUTSCHE LANDESBANK GIROZENTRALE New York and/or Cayman Islands Branch By: /s/ Stephen K. Hunter -------------------------------------- Name: Stephen K. Hunter Title: Senior Vice President By: /s/ Georg L. Peters -------------------------------------- Name: Georg L. Peters Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: THE BANK OF NEW YORK By: /s/ Ernest Fung -------------------------------------- Name: Ernest Fung Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: MERRILL LYNCH BANK USA By: /s/ Louis O. Alder -------------------------------------- Name: Louis O. Alder Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: SUNTRUST BANK By: /s/ Todd Sheets -------------------------------------- Name: Todd Sheets Title: AVP Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: BANCA DI ROMA NEW YORK By: /s/ Robert Jozkowski -------------------------------------- Name: Robert Jozkowski Title: Vice President By: /s/ A. Paoli -------------------------------------- Name: A. Paoli Title: Assistant Treasurer Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: WELLS FARGO BANK By: /s/ Ernie Pinder -------------------------------------- Name: Ernie Pinder Title: Relationship Manager Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. BANCA POPOLARE DI MILANO, NEW YORK BRANCH By: /s/ Robert P. Desantes -------------------------------------- Name: Robert P. Desantes Title: Vice President Head of Corporate Banking By: /s/ Giorgio Cuccolo -------------------------------------- Name: Giorgio Cuccolo Title: Executive Vice President & General Manager Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: FIRST HAWAIIAN BANK By: /s/ Charles L. Jenkins -------------------------------------- Name: Charles L. Jenkins Title: Vice President, Manager Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: FLEET NATIONAL BANK By: /s/ James M. Contis -------------------------------------- Name: James M. Contis Title: Senior Associate Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: BANCA MONTE DEI PASCHI DI SIENA S.P.A. By: /s/ Romeo C. Cella -------------------------------------- Name: Romeo C. Cella Title: Senior Vice President & General Manager By: /s/ Brian R. Landy -------------------------------------- Name: Brian R. Landy Title: Vice President Signature Page to that certain First Amendment, dated as of the date first set forth above, to the 5-Year Credit Agreement, dated as of March 28, 2000, among Cit Group Inc. (f/k/a The Cit Group, Inc.), the several banks and other financial institutions parties thereto, J.P. Morgan Securities Inc. (f/k/a Chase Securities Inc.), as Arranger, Barclays Bank Plc, Bank of America, N.A., Citibank, N.A. and MIZUHO Corporate Bank, Ltd. (f/k/a The Dai-Ichi Kangyo Bank, Limited), as Syndication Agents and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent. Name of Bank: HSBC BANK USA By: /s/ Paul M. Lopez -------------------------------------- Name: Paul M. Lopez Title: First Vice President