EX-99.4 6 e13885ex99-4.txt FOURTH AMENDMENT Exhibit 99.4 FOURTH AMENDMENT Fourth Amendment, dated as of October 7, 2002 (this "Amendment"), to the Five-Year $765,000,000 Credit Agreement, dated as of April 13, 1998 (as amended, the "Credit Agreement"), among CAPITA CORPORATION (formerly known as AT&T CAPITAL CORPORATION), as Borrower, CIT FINANCIAL LTD. (formerly known as 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 (formerly known as 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. W I T N E S S E T H: WHEREAS, the Company, the Guarantors, the Banks, the Arrangers, the Syndication Agents, the Co-Documentation Agents and the Administrative Agent are parties to the Credit Agreement; WHEREAS, CIT Group Inc. ("CIT"), an affiliate of the Borrower, has entered into a credit agreement dated as of October 7, 2002 among CIT, 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 and the Guarantors have 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: 2 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 Section 1.01 (Definitions) of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by adding the following definition: "Related Facilities Agreements" means (i) the 364-Day 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, (ii) the 5-Year Credit Agreement, dated as of March 28, 2000, among the Company, the banks parties thereto, 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, 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 Section 2.06(f) of the Credit Agreement. Section 2.6(f) of the Credit Agreement is hereby amended by adding the following paragraph after the table contained therein: "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 Euro-Dollar Loans with respect to the Level I Status shall be equal to 51 basis points regardless of Usage, (ii) the Applicable Margin for Euro-Dollar Loans with respect to the Level II Status shall be equal to 65 basis points regardless of Usage, (iii) the Applicable Margin for Euro-Dollar Loans with respect to the Level III Status shall be equal to 76.5 basis points regardless of Usage, (iv) the Applicable Margin for Euro-Dollar Loans with respect to the Level IV Status shall be equal to 95.5 basis points regardless of Usage, (v) the Applicable Margin for Euro-Dollar Loans with respect to the Level V Status shall be equal to 135 basis points regardless of Usage and (vi) the Applicable Margin for Euro-Dollar Loans with respect to the Level VI Status shall be equal to 130 basis points regardless of Usage." 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 (i) counterparts of this Amendment, duly executed and delivered by each of the Borrower and the Required Banks and (ii) an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from CIT. 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 Borrower that would require an amendment, waiver or consent of 3 the Administrative Agent or the Banks except as expressly stated herein. Except as expressly 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. CAPITA CORPORATION (f/k/a AT&T CAPITAL CORPORATION) By: /s/ Glenn A. Votek ------------------------------------- Name: Glenn A. Votek Title: Executive Vice President & Treasurer CIT FINANCIAL LTD. (f/k/a NEWCOURT CREDIT GROUP INC.) By: /s/ Glenn A. Votek ------------------------------------- Name: Glenn A. Votek Title: Executive Vice President & Treasurer NEWCOURT CREDIT GROUP USA INC. By: /s/ Glenn A. Votek ------------------------------------- Name: Glenn A. Votek Title: Executive Vice President & Treasurer Dated: October 15, 2002 Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. JPMORGAN CHASE BANK (f/k/a THE CHASE MANHATTAN BANK and a successor to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as Administrative Agent, Co-Documentation Agent and a Bank By: /s/ Roger Parker ------------------------------------- Name: Roger Parker Title: Vice President Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: BANK OF AMERICA, N.A. By: /s/ Joan L. D'Amico ------------------------------------- Name: Joan L. D'Amico Title: Managing Director Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: BARCLAYS BANK PLC By: /s/ Alison McGuigan ------------------------------------- Name: Alison McGuigan Title: Associate Director Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: BANK ONE, NA By: /s/ Nelson Albrecht ------------------------------------- Name: Nelson Albrecht Title: Director Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. SOCIETE GENERALE By: /s/ Charles D. Fischer, Jr. ------------------------------------- Name: Charles D. Fischer, Jr. Title: Director Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: WACHOVIA BANK, N.A. By: /s/ Thomas L. Stitchberry ------------------------------------- Name: Thomas L. Stitchberry Title: Managing Director Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: NATIONAL AUSTRALIA BANK LTD. By: /s/ William Schmid -------------------------------------- Name: William Schmid Title: Vice President ABN 12004044937 Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: THE BANK OF NOVA SCOTIA By: /s/ John W. Campbell -------------------------------------- Name: John W. Campbell Title: Managing Director Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. MIZUHO CORPORATE BANK, LTD. By: /s/ Martin T. McNeill Jr. -------------------------------------- Name: Martin T. McNeill Jr. Title: Vice President Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. ROYAL BANK OF CANADA By: /s/ Scott Umbs -------------------------------------- Name: Scott Umbs Title: Manager Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: THE BANK OF NEW YORK By: /s/ Ernest Fung -------------------------------------- Name: Ernest Fung Title: Vice President Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: BAYERISCHE LANDESBANK CAYMAN ISLANDS BRANCH By: /s/ Dietmar Rieg -------------------------------------- Name: Dietmar Rieg Title: First Vice President By: /s/ Oliver Hildenbrand -------------------------------------- Name: Oliver Hildenbrand Title: Vice President Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: PRUDENTIAL SECURITIES CREDIT CORP., LLC By: /s/ Jeffrey K. French -------------------------------------- Name: Jeffrey K. French Title: President Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Ken Ricciardi -------------------------------------- Name: Ken Ricciardi Title: Vice President Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: FLEET NATIONAL BANK By: /s/ James M. Contis -------------------------------------- Name: James M. Contis Title: Senior Associate Signature Page to that certain Fourth Amendment, dated as of October 7, 2002, to the Five-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. 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 Fourth Amendment, dated as of October 7, 2002, to the Five-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. Name of Bank: HSBC BANK USA By: /s/ Paul M. Lopez -------------------------------------- Name: Paul M. Lopez Title: First Vice President ACKNOWLEDGMENT AND CONSENT Reference is made to the Credit Agreement described in the foregoing Amendment (the "Credit Agreement"; terms defined in the Credit Agreement being used in this Acknowledgement and Consent with the meanings given to such terms in the Credit Agreement). The undersigned guarantor under the CIT Guaranty as amended, supplemented or otherwise modified from time to time, hereby (a) consents to the foregoing Amendment and the transactions contemplated thereby and (b) acknowledges and agrees that the guarantees contained in the CIT Guaranty are, and shall remain, in full force and effect after giving effect to the foregoing Amendment and all prior modifications to the Credit Agreement. CIT GROUP INC. By: /S/ Glenn A. Votek ------------------------------------- Name: Glenn A. Votek Title: Executive Vice President & Treasurer Dated: October 15, 2002