-----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, CaABvQnY7AgwIFMtfOzsfnoYrtG73d2ZEP9FxiXSUVtFXB+jFN4dTZ7irkHyT6GM UcXJpgk6MwA/MG3RLcqgMA== 0000891092-98-000343.txt : 19980925 0000891092-98-000343.hdr.sgml : 19980925 ACCESSION NUMBER: 0000891092-98-000343 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980924 SROS: NYSE 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/A SEC ACT: SEC FILE NUMBER: 333-63793 FILM NUMBER: 98714306 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/A 1 AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on September 24, 1998 Registration No. 333-63793 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT and POST-EFFECTIVE AMENDMENT NO. 2 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, General Counsel & Secretary The CIT Group, Inc. 650 CIT Drive Livingston, New Jersey 07039 (973) 740-5013 (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 900 Third Avenue New York, New York 10022 Approximate date of commencement of proposed sale to the public: When market conditions warrant after the effective date of this Registration Statement. 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] (continued on following page) (continued from previous page) 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 $4,000,000,000(1)(2) 100%(3) $4,000,000,000(2)(3) $1,180,000(2)(4) ================================================================================================================
(1) If any Debt Securities are issued (i) with a principal amount denominated in a foreign currency, such principal amounts as shall result in an aggregate initial offering price the equivalent of U.S. $4,000,000,000 at the time of intial offering, or (ii) at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $4,000,000,000. (2) The amount of Debt Securities to be registered hereunder includes $1,000,000 of Debt Securities registered pursuant to the initial filing of this Registration Statement on September 18, 1998 for which a registration fee of $295.00 was previously paid by the Registrant. (3) Estimated solely for the purpose of determining the registration fee. (4) Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to Registration Statement No. 333-27465, previously filed by the Registrant on Form S-3 and declared effective on June 6, 1997. The Registrant is carrying forward $2,718,000,000 aggregate principal amount of Debt Securities from Registration Statement No. 333-27465, for which a filing fee of $823,554 was previously paid. ---------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ---------- Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to Registration Statement No. 333-27465, previously filed by the Registrant on Form S-3 and declared effective on June 6, 1997. This Registration Statement constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-27465, 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. ================================================================================ Prospectus The CIT Group, Inc. Debt Securities ---------- The CIT Group, Inc. (the "Corporation") intends to issue from time to time, in one or more series with the same or various terms, debt securities (the "Debt Securities"), which may be either senior (the "Senior Securities") or senior subordinated (the "Senior Subordinated Securities") in priority of payment, with an aggregate initial offering price not to exceed $6.718 billion (or (i) if the principal of the Debt Securities is denominated in a foreign currency, the equivalent thereof at the time of offering, or (ii) if the Debt Securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $6.718 billion). Each Debt Security will be a direct, unsecured obligation of the Corporation and will be offered to the public on terms determined by market conditions at the time of sale. The Corporation may sell its Debt Securities (i) directly to purchasers, (ii) through agents designated from time to time, (iii) to dealers, or (iv) through an underwriter or a group of underwriters. The specific designation, aggregate principal amount, currency of payment, authorized denominations, purchase price, maturity, rate and time of payment of any interest, any redemption terms, the designation of each Trustee (as defined herein) acting under the applicable Indenture (as defined herein), any listing on a securities exchange, or other specific terms of the Debt Securities in respect of which this Prospectus is being delivered (the "Offered Debt Securities") will be set forth in the accompanying supplement to the Prospectus (the "Prospectus Supplement"), together with the terms of offering of the Offered Debt Securities. The Corporation reserves the sole right to accept or reject, in whole or in part, any proposed purchase of Offered Debt Securities. If any agents of the Corporation or any dealers or underwriters are involved in the sale of the Offered Debt Securities in respect of which this Prospectus is being delivered, the names of such agents, dealers, or underwriters and any applicable agent's commission, dealer's purchase price, or underwriter's discount will be set forth in or may be calculated from the Prospectus Supplement. The net proceeds to the Corporation from such sale will be (i) the purchase price of such Offered Debt Securities less such commission in the case of an agent, (ii) the purchase price of such Offered Debt Securities in the case of a dealer, or (iii) the public offering price less such discount in the case of an underwriter and less, in each case, other applicable issuance expenses. See "Plan of Distribution" for possible indemnification arrangements with agents, dealers, and underwriters. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is September 24, 1998. NO SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY THE CORPORATION OR ANY DEALER, AGENT, OR UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION, OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE ANY OFFER BY ANY DEALER, AGENT OR UNDERWRITER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR SUCH DEALER, AGENT OR UNDERWRITER TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION AND ITS SUBSIDIARIES SINCE THE DATE OF THE INFORMATION CONTAINED HEREIN. AVAILABLE INFORMATION The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the offices of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of such site is http://www.sec.gov. Certain of the Corporation's securities are listed on the New York Stock Exchange and reports and other information concerning the Corporation can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Commission by the Corporation are incorporated by reference in this Prospectus: (a) The Corporation's Annual Report on Form 10-K for the year ended December 31, 1997 together with the report of KPMG Peat Marwick LLP, independent certified public accountants; (b) The Corporation's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998; and (c) The Corporation's Current Reports on Form 8-K dated January 15, 1998, January 28, 1998, March 24, 1998, April 22, 1998, June 5, 1998, July 22, 1998, July 29, 1998 and August 27, 1998. All documents filed by the Corporation pursuant to Sections 13(a) and (c), 14, or 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Corporation will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon request, a copy of any or all of the foregoing documents described above which have been or may be incorporated by reference in this Prospectus other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Such request should be directed to: Corporate Secretary The CIT Group, Inc. 1211 Avenue of the Americas New York, New York 10036 (212) 536-1390 2 THE CORPORATION The Corporation is a leading diversified finance organization with over $22 billion of managed assets at December 31, 1997. The Corporation offers secured commercial and consumer financing primarily in the United States to smaller, middle-market and larger businesses and to individuals through a nationwide distribution network. The Corporation commenced operations in 1908 and has 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. The Corporation has its principal executive offices at 1211 Avenue of the Americas, New York, New York 10036 and its telephone number is (212) 536-1390. The Corporation operates through two business segments: (i) commercial, which is comprised of Equipment Financing (equipment financing and leasing), Capital Finance (commercial aircraft and rail equipment financing and leasing), Commercial Services (factoring), Business Credit (secured financing to middle-market and larger-sized businesses) and Credit Finance (secured financing to smaller-sized and middle-market businesses) strategic business units, and (ii) consumer, which is comprised of the Consumer Finance (home equity) and Sales Financing (recreation vehicle, manufactured housing and recreational boat financing) strategic businesses units. These strategic business units offer products and services designed to satisfy the financing needs of specific customers, industries and markets. In November 1997, the Corporation issued 36,225,000 shares of Class A Common Stock in an initial public offering. The Dai-Ichi Kangyo Bank, Limited ("DKB") owns 126,000,000 of the outstanding shares of Class B Common Stock, each of which has five votes per share but is otherwise identical in all material respects to the Class A Common Stock (which has one vote per share). The Class B Common Stock owned by DKB, which is not publicly traded, represents in the aggregate 94.4% of the combined voting power of all of the outstanding Common Stock of the Corporation. For as long as DKB continues to own shares of Common Stock representing more than 50% of the combined voting power of the Class A Common Stock and Class B Common Stock, DKB will be able to direct the election of all of the members of the Corporation's Board of Directors and exercise a controlling influence over the business and affairs of the Corporation. Commercial The Corporation's commercial operations are diverse and provide a wide range of financing and leasing products to small, midsize and larger companies across a wide variety of industries, including aerospace, retailing, construction, rail, machine tool, business aircraft, apparel, textiles, electronics and technology, chemicals, manufacturing and transportation. The secured lending, leasing and factoring products of the Corporation's 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. Equipment Financing and Leasing The Corporation's Equipment Financing and Leasing operations are conducted through two strategic business units: (i) The CIT Group/Equipment Financing ("Equipment Financing"), which focuses on the broad distribution of its products through manufacturers, dealers/distributors, intermediaries and direct calling primarily with the construction, transportation and machine tool industries; and (ii) The CIT Group/Capital Finance ("Capital Finance"), which focuses on the direct marketing of customized transactions relating primarily to commercial aircraft and rail equipment. Equipment Financing and Capital Finance personnel have extensive expertise in managing equipment over its full life cycle. For example, Capital Finance has the expertise to repossess commercial aircraft, if necessary, to obtain required maintenance and repairs for such aircraft, and to recertify such aircraft with appropriate authorities. Equipment Financing's and Capital Finance's equipment and industry expertise enable them to evaluate effectively residual value risk and to manage equipment and residual value risks by locating alternative equipment users and/or purchasers in order to minimize such risk and/or the risk of equipment remaining idle for extended periods of time or in amounts that could materially impact profitability. 3 Equipment Financing Equipment Financing is the largest of the Corporation's strategic business units with total financing and leasing assets of $8.0 billion at December 31, 1997, representing 40.2% of the Corporation's total financing and leasing assets. Equipment Financing offers secured equipment financing and leasing products, including direct secured loans, leases, revolving lines of credit, operating leases, sale and leaseback arrangements, vendor financing and specialized wholesale and retail financing for distributors and manufacturers. Equipment Financing is a leading nationwide asset-based equipment lender. At December 31, 1997, its portfolio included significant outstandings 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 printing. The Equipment Financing portfolio at December 31, 1997 included many different types of equipment, including construction, transportation, and manufacturing equipment and business aircraft. Equipment Financing originates its products through direct calling on customers and through its 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 $3.7 billion at December 31, 1997, which represented 18.5% of the Corporation's total financing and leasing assets. Capital Finance specializes in customized secured financing, including leases, loans, operating leases, single investor leases, debt and equity portions of leveraged leases, and sale and leaseback arrangements relating primarily to end-users of commercial aircraft and railcars. Typical Capital Finance customers are middle-market to larger-sized companies. 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. Capital Finance has developed strong relationships with most major airlines and all major aircraft and aircraft engine manufacturers, which provide Capital Finance with access to technical information, which supports 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. To strengthen its position in the rail financing market, Capital Finance formed a dedicated rail equipment group in 1994 and currently maintains relationships with several leading railcar manufacturers in the United States. The Capital Finance rail portfolio includes all of the U.S. and Canadian Class I railroads and numerous shippers. The Capital Finance operating lease fleet includes primarily covered hopper cars used to ship grain and agricultural products and plastic pellets, 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. New business is generated by Capital Finance through (i) direct calling efforts with equipment end-users and borrowers, including major airlines, railroads and shippers, (ii) relationships with aerospace, railcar and other manufacturers and (iii) intermediaries and other referral sources. Factoring The CIT Group/Commercial Services ("Commercial Services") factoring operation had total financing and leasing assets of $2.1 billion at December 31, 1997, which represented 10.6% of the Corporation's total financing and leasing assets. Commercial Services offers a full range of domestic and international customized credit protection and lending services that include factoring, working capital and term loans, receivable management outsourcing, bulk purchases of accounts receivable, import and export financing and letter of credit programs. Commercial Services provides financing to its clients through the purchase of accounts receivables owed to clients by their customers, usually on a non-recourse basis, 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 4 client of a factoring fee, generally a percentage of the factored 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 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 bad debt 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 and referrals from existing clients and other referral sources. Commercial Finance The Corporation's Commercial Finance operations are conducted through two strategic business units: (i) The CIT Group/Business Credit ("Business Credit"), which provides secured financing primarily to middle-market to larger-sized borrowers; and (ii) The CIT Group/Credit Finance ("Credit Finance"), which provides secured financing primarily to smaller-sized to middle-market borrowers. Business Credit Financing and leasing assets of Business Credit totaled $1.2 billion at December 31, 1997 and represented 6.3% of the Corporation's total financing and leasing assets. Business Credit offers senior revolving and term loans secured by accounts receivable, inventories and fixed assets to middle-market and larger-sized companies. Such loans are used by clients primarily for growth, expansion, acquisitions, refinancings and debtor-in-possession 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 is originated through direct calling efforts and intermediary and referral sources. 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. Credit Finance Financing and leasing assets of Credit Finance totaled $889.8 million at December 31, 1997 and represented 4.5% of the Corporation's total financing and leasing assets. Credit Finance offers revolving and term loans to smaller-sized and middle-market companies secured by accounts receivable, inventories and fixed assets. Such loans are used by clients for working capital, refinancings, acquisitions, leveraged buyouts, reorganizations, restructurings, turnarounds and Chapter 11 financing and confirmation plans. Credit Finance sells participation interests in such loans to other lenders and purchases participation interests in such loans originated by other lenders. Credit Finance borrowers are generally smaller and cover a wider range of credit quality than those of Business Credit. While both Business Credit and Credit Finance offer financing secured by accounts receivable, inventories and fixed assets, Credit Finance places a higher degree of reliance on collateral and is generally more focused on credit monitoring in its business. Business is originated through the sales and regional offices and is also developed through intermediaries and referral relationships and through direct calling efforts. Credit Finance has developed long-term relationships with selected finance companies, banks and other lenders and with many diversified referral sources. 5 Consumer The Corporation's consumer business is focused primarily on home equity lending through The CIT Group/Consumer Finance ("Consumer Finance") and on retail sales financing secured by recreation vehicles, manufactured housing and recreational boats through The CIT Group Sales Financing ("Sales Financing"). Sales Financing also provides contract servicing for securitization trusts and other third parties through a centralized Asset Service Center ("ASC"). Additionally, in the ordinary course of business, Consumer Finance and Sales Financing purchase loans and portfolios of loans from banks, thrifts and other originators of consumer loans. Consumer Finance Financing and leasing assets of Consumer Finance, which aggregated $2.0 billion at December 31, 1997, represented 10.0% of the Corporation's total financing and leasing assets. The managed assets of Consumer Finance were $2.4 billion at December 31, 1997, or 10.9% of total managed assets. Consumer Finance commenced operations in December 1992. Its products include both fixed and variable rate closed-end loans and variable rate lines of credit. The lending activities of Consumer Finance consist primarily of originating, purchasing and selling loans secured by first or second liens on detached, single family residential properties. Such loans are primarily made 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 Finance originates loans through brokers and correspondents as well as on a direct marketing basis. The Corporation believes that its network of Consumer Finance offices, located in most major U.S. markets, enables it to provide a competitive, extensive product offering complemented by high levels of service delivery. Through experienced lending professionals and automation, Consumer Finance provides rapid turnaround time from application to loan funding, a characteristic considered to be critical by its broker and correspondent relationships. Sales Financing The financing and leasing assets of Sales Financing, which aggregated $1.9 billion at December 31, 1997, represented 9.7% of the Corporation's total financing and leasing assets. The managed assets of Sales Financing were $3.9 billion at December 31, 1997, or 17.3% of total managed assets. The lending activities of Sales Financing consist primarily of providing nationwide retail financing for the purchase of new and used recreation vehicles, manufactured housing and recreational boats. During 1997, Sales Financing began providing wholesale manufactured housing and recreational boat inventory financing directly to dealers. Sales Financing originates loans predominately through recreation vehicle, manufactured housing and recreational boat dealer, manufacturer and broker relationships. Servicing The ASC centrally services and collects substantially all of the Corporation's consumer finance receivables including loans originated or purchased by Sales Financing or Consumer Finance, 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 Sales Financing for a fee on a "contract" basis. At December 31, 1997, the consumer finance servicing portfolio aggregated approximately 282,000 loans, including $1.5 billion of finance receivables serviced for third parties. Securitization Program The Corporation funds most of its assets on balance sheet using its access to the commercial paper, medium-term note and capital markets. In an effort to broaden its funding sources and to provide an additional source of liquidity, the Corporation, in 1992, established a program to opportunistically access the public and private asset backed securitization markets. Current products utilized in the Corporation's program include consumer loans secured by recreation vehicles, recreational boats and residential real estate. As of December 31, 1997, the Corporation has sold $3.3 billion of finance receivables since the inception of the Corporation's asset backed securitization program and the remaining pool balances at December 31, 1997 aggregated $2.4 billion or 10.7% of the Corporation's total managed assets. 6 Under a typical asset backed securitization, the Corporation sells a "pool" of secured loans to a special purpose entity, that, in turn, issues certificates and/or notes that are collateralized by the loan pool and that entitle the holders thereof to participate in certain loan pool cash flows. The Corporation retains the servicing of the securitized loans, for which it is paid a fee, and also participates in certain "residual" loan pool cash flows (cash flows after payment of principal and interest to certificate and/or note holders and after losses). At the date of securitization, the Corporation estimates the "residual" cash flows to be received over the life of the securitization, records the present value of these cash flows as an interest-only receivable, or I/O (a retained interest in the securitization), and recognizes a gain. The I/O is then amortized over the estimated life of the related loan pool. The Corporation, in its estimation of residual cash flows and related I/Os, inherently employs a variety of financial assumptions, including loan pool credit losses, prepayment speeds and discount rates. These assumptions are empirically supported by both the Corporation's historical experience and anticipated trends relative to the particular products securitized. Subsequent to the recognition of I/Os, the Corporation regularly reviews such assets for valuation impairment. These reviews are performed on a disaggregated basis. Fair values of I/Os are calculated utilizing current and anticipated credit losses, prepayment speeds and discount rates and are then compared to the Corporation's carrying values. Carrying value of the Corporation's I/O's at December 31, 1997 was $155.5 million and approximated fair value. Equity Investments The CIT Group/Equity Investments and its subsidiary The CIT Group/Venture Capital (together "Equity Investments") originate and participate in merger and acquisition transactions, purchase private equity and equity-related securities and arrange transaction financing. Equity Investments also invests in emerging growth opportunities in selected industries, including the life sciences, information technology, communications and consumer products industries. Equity Investments made its first investment in 1991 and had total investments of $65.8 million at December 31, 1997. Competition The Corporation's markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. The Corporation's competitors include captive and independent finance companies, commercial banks and thrift institutions, industrial banks, leasing companies, manufacturers and vendors. Substantial national financial services networks have been formed by insurance companies and bank holding companies that compete with the Corporation. 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 the competitors of the Corporation are large companies that have substantial capital, technological and marketing resources. Some of these competitors are larger than the Corporation and may have access to capital at a lower cost than the Corporation. Also, the Corporation's competitors include businesses that are not related to bank holding companies and, accordingly, may engage in activities such as short-term equipment rental and servicing, which currently are prohibited to the Corporation. Competition has been enhanced in recent years by an improving economy and growing marketplace liquidity. The markets for most of the Corporation's products are characterized by a large number of competitors. However, with respect to some of the Corporation's products, competition is more concentrated. The Corporation competes primarily on the basis of pricing, terms, and structure, with other primary competitive factors including industry experience and client service and relationships. From time to time, competitors of the Corporation seek to compete aggressively on the basis of these factors and the Corporation may lose market share to the extent it is unwilling to match its competitors' pricing and terms in order to maintain its interest margins and/or credit standards. Other primary competitive factors include industry experience and client service and relationships. In addition, demand for the Corporation's 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. 7 Regulation DKB is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the "Act"), and is registered as such with the Federal Reserve. As a result, the Corporation is subject to certain provisions of the Act and is subject to examination by the Federal Reserve. In general, the 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." The Corporation's current principal business activities constitute permissible activities for a nonbank subsidiary of a bank holding company. In addition to being subject to the Act, DKB is subject to Japanese banking laws, regulations, guidelines and orders that affect permissible activities of the Corporation. DKB and the Corporation have entered into an agreement in order to facilitate DKB's compliance with applicable U.S. and Japanese banking laws, or the regulations, interpretations, policies, guidelines, requests, directives and orders of the applicable regulatory authorities or the staffs thereof or a court (collectively, the "Banking Laws"). That agreement prohibits the Corporation from engaging in any new activity or entering into any transaction for which prior approval, notice or filing is required under Banking Laws without the required prior approval having been obtained, prior notice having been given or made by DKB and accepted or such filings having been made. The Corporation is also prohibited from engaging in any activity as would cause DKB, the Corporation or any affiliate of DKB or the Corporation to violate any Banking Laws. In the event that, at any time, it is determined by DKB that any activity then conducted by the Corporation is prohibited by any Banking Law, the Corporation is required to take all reasonable steps to cease such activity. Under the terms of that agreement, DKB is responsible for making all determinations as to compliance with applicable Banking Laws. Two of the subsidiaries of the Corporation are investment companies organized under Article XII of the New York Banking Law and, as a result, the activities of these subsidiaries are restricted by state banking laws and these subsidiaries are subject to examination by state banking examiners. Also, any person or entity seeking to purchase "control" of the Corporation would be required to apply for and obtain the prior approval of the Superintendent of Banks of the State of New York. "Control" is presumed to exist if a person or entity would, directly or indirectly, own, control or hold (with power to vote) 10% or more of the voting stock of the Corporation. The operations of the Corporation are subject, in certain instances, to supervision and regulation by state and federal governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things, (i) regulate credit granting activities, (ii) establish maximum interest rates, finance charges and other charges, (iii) regulate customers' insurance coverages, (iv) require disclosures to customers, (v) govern secured transactions and (vi) set collection, foreclosure, repossession and claims handling procedures and other trade practices. The Corporation's consumer finance business is subject to detailed enforcement and supervision by state authorities under legislation and regulations which generally require licensing of the lender. Licenses are renewable and may be subject to suspension or revocation for violations of such laws and regulations. Applicable state laws generally regulate interest rates and other charges and require certain disclosures. In addition, most states have other laws, public policies and general principles of equity relating to the protection of consumers, unfair and deceptive practices and practices that may apply to the origination, servicing and collection of consumer finance loans. Depending on the provision of the applicable law and the specific facts and circumstances involved, violations of these laws, policies and principles may limit the Corporation's ability to collect all or part of the principal of or interest on consumer finance loans, may entitle the borrower to a refund of amounts previously paid and, in addition, could subject the Corporation to damages and administrative sanctions. Federal laws preempt state usury ceilings on first mortgage loans and state laws which restrict various types of alternative dwelling secured receivables, except in those states which have specifically opted out, in whole or in part, of such preemption. Loans may also be subject to other federal laws, including: (i) the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to 8 borrowers and other parties regarding loan terms; (ii) the Real Estate Settlement Procedures Act and Regulation X promulgated thereunder, which require certain disclosures to borrowers and other parties regarding certain loan terms and regulates certain practices with respect to such loans; (iii) the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination in the extension of credit and administration of loans on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act; (iv) the Fair Credit Reporting Act, which regulates the use and reporting of information related to a borrower's credit experience; and (v) the Fair Housing Act, which prohibits discrimination on the basis of, among other things, familial status or handicap. Depending on the provisions of the applicable law and the specific facts and circumstances involved, violations of these laws may limit the ability of the Corporation 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 the Corporation to damages and administrative sanctions. The above federal and state regulation and supervision could limit the Corporation's discretion in operating its 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 or regulations will not be amended or construed differently, that new laws and regulations will not be adopted or that interest rates the Corporation charges will not rise to state maximum levels, the effect of any of which could be to adversely affect the business or results of operations of the Corporation. Under certain circumstance, the Federal Reserve has the authority to issue orders which could restrict the ability of the Corporation to engage in new activities or to acquire additional businesses or to acquire assets outside of the normal course of business. 9 SUMMARY OF FINANCIAL INFORMATION The following is a summary of certain financial information of the Corporation and its subsidiaries. The data for the years ended December 31, 1997, 1996 and 1995 were obtained from the Corporation's audited consolidated financial statements contained in the Corporation's 1997 Annual Report on Form 10-K. The data for the years ended December 31, 1994 and 1993 were obtained from audited consolidated statements of the Corporation that are not incorporated by reference in this Prospectus. The data for the quarters ended June 30, 1998 and 1997 were obtained from the Corporation's unaudited condensed consolidated financial statements contained in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. This summary should be read in conjunction with the financial information of the Corporation included in the reports referred to under "Documents Incorporated By Reference."
Six Months Ended June 30, Years Ended December 31, -------------- ------------------------------------------------ 1998 1997 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- (Dollar Amounts in Millions) Finance income ................ $ 970.8 $ 889.0 $1,824.7 $1,646.2 $1,529.2 $1,263.8 $1,111.9 Interest expense .............. 502.4 456.7 937.2 848.3 831.5 614.0 508.0 ------- ------ -------- -------- -------- -------- -------- Net finance income .......... 468.4 432.3 887.5 797.9 697.7 649.8 603.9 Fees and other income ......... 127.1 107.1 247.8 244.1 184.7 174.4 133.8 Gain on Sale of Equity interest acquired in loan workout .... -- 58.0 58.0 -- -- -- -- ------- ------ -------- -------- -------- -------- -------- Operating revenue ........... 595.5 597.4 1,193.3 1,042.0 882.4 824.2 737.7 ------- ------ -------- -------- -------- -------- -------- Salaries and employee benefits 121.8 123.3 253.5 223.0 193.4 185.8 152.1 General operating expenses .... 83.9 87.2 174.9 170.1 152.3 152.1 130.1 ------- ------ -------- -------- -------- -------- -------- Salaries and general operating expenses .................... 205.7 210.5 428.4 393.1 345.7 337.9 282.2 Provision for credit losses ... 44.4 56.0 113.7 111.4 91.9 96.9 104.9 Depreciation on operating lease equipment ............. 78.7 66.0 146.8 121.7 79.7 64.4 39.8 Minority interest in subsidiary trust holding solely debentures of the company ... 9.6 6.7 16.3 -- -- -- -- ------- ------ -------- -------- -------- -------- -------- Operating expenses ....... 338.4 339.2 705.2 626.2 517.3 499.2 426.9 ------- ------ -------- -------- -------- -------- -------- Income before provision for income taxes ................ 257.1 258.2 488.1 415.8 365.1 325.0 310.8 Provision for income taxes .... 91.7 94.4 178.0 155.7 139.8 123.9 128.5 ------- ------ -------- -------- -------- -------- -------- Net income ............... $ 165.4 $163.8 $ 310.1 $ 260.1 $ 225.3 $ 201.1 $ 182.3 ======= ====== ======== ======== ======== ======== ========
The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated. Ratios of Earnings to Fixed Charges
Six Months Ended June 30, Years Ended December 31, ------------ --------------------------------------- 1998 1997 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- Ratio of earnings to fixed charges 1.50 1.55 1.51 1.49 1.44 1.52 1.60
The ratios of earnings to fixed charges have been computed in accordance with requirements of the Commission'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 subsidiary trust holding solely debentures of the Corporation, and the portion of rentals considered to represent an appropriate interest factor. 10 USE OF PROCEEDS The net proceeds from the sale of the Debt Securities offered hereby will provide additional working funds for the Corporation and its subsidiaries and will be used initially to reduce short-term borrowings (currently represented by commercial paper) incurred primarily for the purpose of originating and purchasing receivables in the ordinary course of business. The amounts which the Corporation itself may use in connection with its business and which the Corporation may furnish to particular subsidiaries are not now determinable. From time to time the Corporation 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 General The Debt Securities will constitute either Superior Indebtedness (as defined below) or Senior Subordinated Indebtedness (as defined below) of the Corporation. Senior Securities may be issued from time to time in one or more separate, unlimited series under one or more separate indentures, each substantially in the form of a global indenture (each such indenture and indentures supplemental thereto are hereinafter referred to as a "Senior Indenture", and collectively as the "Senior Indentures"), in each case between the Corporation and a banking institution organized under the laws of the United States or one of the states thereof (each such banking institution is hereinafter referred to as a "Senior Trustee", and collectively as the "Senior Trustees"). The Senior Subordinated Securities may be issued from time to time as either (i) one or more separate, unlimited series of Debt Securities constituting senior subordinated indebtedness under one or more separate indentures, each substantially in the form of a global indenture (each such indenture and indentures supplemental thereto are hereinafter referred to as a "Senior Subordinated Indenture", and collectively as the "Senior Subordinated Indentures"), in each case between the Corporation and a banking institution organized under the laws of the United States or one of the states thereof (each such banking institution is hereinafter referred to as a "Senior Subordinated Trustee", and collectively as the "Senior Subordinated Trustees"), or (ii) one or more separate, unlimited series of Debt Securities constituting senior subordinated indebtedness under the Senior Subordinated Indentures which is 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, if such series have the limited rights of acceleration described under "Description of Debt Securities--Senior Subordinated Securities" and "Description of Debt Securities--Events of Default". The Senior Indentures and the Senior Subordinated Indentures are sometimes herein referred to as the "Indentures", and the Senior Trustees and the Senior Subordinated Trustees are sometimes herein referred to as the "Trustees". The statements under this heading are subject to the detailed provisions of each Indenture. A form of global Senior Indenture and a form of global Senior Subordinated Indenture are filed as exhibits to the Registration Statement of which this Prospectus is a part. Wherever particular provisions of an Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference. The Debt Securities to be issued pursuant to this Prospectus, comprised of the Senior Securities and the Senior Subordinated Securities, are limited to an aggregate initial offering price of $6.718 billion (or (i) if the principal of the Debt Securities is denominated in a foreign currency, the equivalent thereof at the time of offering, or (ii) if the Debt Securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $6.718 billion). The Senior Indentures do not limit the amount of Debt Securities or other unsecured Superior Indebtedness which may be issued thereunder or limit the amount of subordinated debt, secured or unsecured, which may be issued by the Corporation. Except as described herein under "Description of Debt Securities--Certain Restrictive Provisions", the Senior Subordinated Indentures do not limit the amount of Debt Securities or other unsecured Senior Subordinated Indebtedness which may be issued thereunder or limit the amount of Junior Subordinated Indebtedness, secured or unsecured, which may be issued by the Corporation. At June 30, 1998, approximately $200 million of Senior Subordinated Indebtedness was issued and outstanding. At June 30, 1998, under the most restrictive provisions of the Senior Subordinated Indentures, the Corporation could issue up to approximately $2.4 billion of additional Senior Subordinated Indebtedness. The Debt Securities will be issued in fully registered 11 form and, with regard to each issue of Offered Debt Securities in respect of which this Prospectus is being delivered, in the manner and in the denominations set forth in the accompanying Prospectus Supplement. The Debt Securities may be issued in one or more separate series of Senior Securities and/or one or more separate series of Senior Subordinated Securities, in each case with the same or various maturities at par or at a discount. Offered Debt Securities bearing no interest or interest at a rate which at the time of issuance is below market rates ("Original Issue Discount Securities") will be sold at a discount (which may be substantial) below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such Original Issue Discount Securities will be described in the Prospectus Supplement relating thereto. Reference is made to the Prospectus Supplement for the following terms of the Offered Debt Securities: (i) the designation, aggregate principal amount, and authorized denominations of the Offered Debt Securities; (ii) the percentage of their principal amount at which such Offered Debt Securities will be issued; (iii) the date or dates on which the Offered Debt Securities will mature; (iv) the rate or rates (which may be fixed or variable) per annum, if any, at which the Offered Debt Securities will bear interest, or the method of determining such rate or rates, or the original issue discount, if applicable; (v) the times at which any such interest will be payable and the date from which any such interest shall accrue; (vi) provisions for a sinking, purchase, or other analogous fund, if any; (vii) any redemption terms; (viii) the designation of the office or agency of the Corporation in the Borough of Manhattan, The City of New York, where the Offered Debt Securities may be presented for payment and may be transferred or exchanged by the registered holders thereof or by their attorneys duly authorized in writing; (ix) if other than U.S. dollars, the currency (including composite currencies) in which the principal of, premium, if any, and/or interest on the Offered Debt Securities will be payable; (x) any currency (including composite currencies) other than the stated currency of the Offered Debt Securities in which the principal of, premium, if any, and/or interest on the Offered Debt Securities may, at the election of the Corporation or the holders, be payable, and the periods within which, and terms and conditions upon which, such election may be made; (xi) if the amount of payments of principal of, premium, if any, and/or interest on the Offered Debt Securities may be determined with reference to an index, the manner in which such amounts will be determined; (xii) whether the Offered Debt Securities are Senior Securities or Senior Subordinated Securities, or include both; and (xiii) other specific terms. Principal, premium, if any, and interest, if any, less applicable withholding taxes, if any, will be payable at the office or agency of the Corporation maintained for such purpose in the Borough of Manhattan, The City of New York, provided that payment of interest, if any, less applicable withholding taxes, if any, may be made at the option of the Corporation by check mailed to the address of the person entitled thereto as it appears on the register of the Corporation. (Section 2.04 of the Indentures.) The Indentures provide that the Debt Securities will be transferable by the registered holders thereof, or by their attorneys duly authorized in writing, at the office or agency of the Corporation maintained for such purpose in such cities as will be designated in the Prospectus Supplement, in the manner and subject to the limitations provided in the Indentures, and upon surrender of the Debt Securities. No service charge will be made for any registration of transfer or exchange of the Debt Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. (Section 2.06 of the Indentures.) "Indebtedness", when used 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 upon a balance sheet and in any event includes all debt and other similar monetary obligations, whether direct or guaranteed. "Superior Indebtedness" means all Indebtedness of the Corporation that is not by its terms subordinate or junior to any other indebtedness of the Corporation. As discussed below, the Senior Securities constitute Superior Indebtedness. "Senior Subordinated Indebtedness" means all Indebtedness of the Corporation that is subordinate only to Superior Indebtedness. As discussed below, the Senior Subordinated Securities constitute Senior Subordinated Indebtedness. 12 "Junior Subordinated Indebtedness" means all Indebtedness of the Corporation that is subordinate to both Superior Indebtedness and Senior Subordinated Indebtedness. Senior Securities The Senior Securities will be direct, unsecured obligations of the Corporation, and will constitute Superior Indebtedness issued on a parity with the other Superior Indebtedness of the Corporation. At June 30, 1998, approximately $16.5 billion of outstanding Superior Indebtedness was reflected in the Corporation's consolidated unaudited balance sheet. The Senior Securities will be senior to all Senior Subordinated Indebtedness, including the Senior Subordinated Securities, which at June 30, 1998, totaled $200.0 million outstanding, and Junior Subordinated Indebtedness, none of which was outstanding at June 30, 1998. The subordination provisions applicable to the Senior Subordinated Securities are discussed below under "Description of Debt Securities--Senior Subordinated Securities". Senior Subordinated Securities The Senior Subordinated Securities will be direct, unsecured obligations of the Corporation subordinated as to principal, premium, if any, and interest to the prior payment in full of all Superior Indebtedness of the Corporation, including the Senior Securities. In the event of any insolvency, bankruptcy, receivership, liquidation, reorganization, or similar proceedings or proceedings for voluntary liquidation, dissolution, or other winding up of the Corporation, whether or not involving insolvency or bankruptcy proceedings, the holders of Superior Indebtedness will first be paid in full before any payment on account of principal, premium, if any, or interest is made on the Senior Subordinated Securities. An event of default under and/or acceleration of Superior Indebtedness does not in itself result in the suspension of payments on Senior Subordinated Securities. However, in the event the Senior Subordinated Securities are declared due and payable before their expressed maturity because of the occurrence of one of the events of default specified in the Senior Subordinated Indentures, holders of the Senior Subordinated Securities will be entitled to payment only after payment in full of Superior Indebtedness or provision for such payment is made. By reason of the foregoing subordination, in the event of insolvency, holders of Superior Indebtedness may recover more, ratably, than the holders of the Senior Subordinated Securities. The Senior Subordinated Securities are intended to rank in all respects on a parity with all other Senior Subordinated Indebtedness, including the Corporation's outstanding Senior Subordinated Securities, and superior in right of payment to all Junior Subordinated Indebtedness and all outstanding capital stock. Senior Subordinated Securities of certain series may meet the requirements necessary for such 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 it is intended that any series be considered Tier II Capital, such series of the Senior Subordinated Securities may provide that the maturity date of any such series so designated by the Corporation in a supplement hereto will be subject to acceleration only in the event of certain circumstances related to the insolvency of the Corporation. Certain Restrictive Provisions Except as set forth in the next sentence, no Indenture limits the amount of other securities which may be issued by the Corporation or its subsidiaries, but each contains a covenant that the Corporation will not pledge or otherwise subject to any lien ("Liens") any of its property or assets to secure indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the Corporation, except Liens in favor of any subsidiary of the Corporation; purchase money Liens existing on property, assets, shares of capital stock or indebtedness hereafter acquired; Liens on any property or assets existing at the time of acquisition by the Corporation; 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; Liens upon any real property acquired or constructed by the Corporation primarily for use in the conduct of its business; arrangements providing for the leasing by the Corporation of any property or assets, which property or assets have been or will be sold or transferred by the Corporation with the intention that such property or assets will be leased back to the Corporation, if the obligations in respect of such lease would not be included as liabilities on a consolidated balance sheet of the Corporation; Liens to secure non-recourse debt in connection with the Corporation engaging in any leveraged or single-investor or other lease transactions; consensual Liens in the ordinary 13 course of business of the Corporation that secure indebtedness that would not be included in total liabilities as shown on the Corporation's consolidated balance sheet; Liens created by the Corporation in connection with any transaction intended by the Corporation to be a sale of property or assets of the Corporation; Liens on property or assets financed through tax-exempt municipal obligations; any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any of the foregoing, provided that any such extension, renewal or replacement is limited to all or a part of the property or assets which secured the Lien so extended, renewed or replaced (plus improvements on such property); Liens that secure certain other indebtedness which, in an aggregate principal amount then outstanding, does not exceed 10% of the Corporation's consolidated net worth; and certain other minor exceptions. (Section 6.04 of the Indentures.) In addition, the Senior Subordinated Indentures provide that the Corporation will not permit (i) 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 the surplus (including retained earnings) of the Corporation and its consolidated subsidiaries or (ii) 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 the surplus (including retained earnings) of the Corporation and its consolidated subsidiaries. (Senior Subordinated Indenture Section 6.05.) Under the more restrictive of such tests in the Senior Subordinated Indentures, as of June 30, 1998, the Corporation could issue up to approximately $2.4 billion of additional Senior Subordinated Indebtedness. For information as to restrictions in other agreements on the Corporation's ability to issue Senior Subordinated Indebtedness, see "Description of Debt Securities--General" above. The holders of at least a majority in principal amount of the outstanding Debt Securities of any series may, on behalf of the holders of all Debt Securities of that series, waive, insofar as that series is concerned, compliance by the Corporation with the foregoing restrictions. (Senior Indenture Section 6.06, Senior Subordinated Indenture Section 6.07.) Each Indenture provides that, subject to the restrictions described in the first sentence of the first paragraph under this caption, nothing contained in such Indenture will prevent the consolidation or merger of the Corporation with or into any other corporation, or the merger into the Corporation of any other corporation, or the sale by the Corporation of its property and assets as, or substantially as, an entirety, or otherwise. Notwithstanding the foregoing: (i) in the event of any such consolidation or merger in which the Corporation is not the surviving corporation, the surviving corporation must succeed to and be substituted for the Corporation and must expressly assume by an indenture executed and delivered to the applicable Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Debt Securities then outstanding and the performance and observance of every covenant and condition of such Indenture which is required to be performed or observed by the Corporation, and (ii) as a condition to any sale of the property and assets of the Corporation as, or substantially as, an entirety, the corporation to which such property and assets will be sold must (a) expressly assume, as part of the purchase price thereof, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Debt Securities and the performance and observance of every covenant and condition of such Indenture which is required to be performed or observed by the Corporation, and (b) simultaneously with the delivery to it of the conveyances or instruments of transfer of such property and assets, execute and deliver to the applicable Trustee a proper indenture in form satisfactory to such Trustee, pursuant to which such purchasing corporation will assume the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Debt Securities then outstanding and the performance and observance of every covenant and condition of such Indenture which is required to be performed or observed by the Corporation, to the same extent that the Corporation is bound and liable. (Senior Indenture Section 15.01, Senior Subordinated Indenture Section 16.01.) Compliance by the Corporation with the foregoing restrictions may be waived by or on behalf of the holders of the outstanding Debt Securities. For information as to the modification of each Indenture, see "Description of Debt Securities--Modification of Indenture" below. Other than the foregoing restrictions, no Indenture contains covenants of the Corporation or provisions which afford additional protection to holders of outstanding Debt Securities in the event of a highly leveraged transaction involving the Corporation. 14 Modification of Indenture Each Indenture contains provisions permitting the Corporation and the Trustee thereunder to add any provisions to or change in any manner or eliminate any of the provisions of such Indenture or any indenture supplemental thereto or to modify in any manner the rights of the holders of any series of Debt Securities with the consent of the holders of not less than 662/3% in aggregate principal amount of such series of Debt Securities at the time outstanding, except that no such amendment or modification may (i) extend the fixed maturity of any Debt Security, reduce the rate or extend the time of payment of interest thereon, reduce the amount of the principal thereof, or premium, if any, payable with respect thereto, or reduce the amount of an Original Issue Discount Security payable upon the acceleration of the stated maturity thereof, without the consent of the holder of such Debt Security, or (ii) reduce the aforesaid percentage of any series of Debt Securities, the holders of which are required to consent to any such amendment or modification, without the consent of the holders of all the Debt Securities of such series then outstanding. (Section 14.02 of the Indentures.) Outstanding Debt Securities In determining whether the holders of the requisite principal amount of outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent, or waiver under any Indenture, (i) the principal amount of an Original Issue Discount Security that will be deemed to be outstanding for such purposes will be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof upon an event of default and (ii) the principal amount of a Debt Security denominated in a foreign currency or currencies will be the U.S. dollar equivalent, determined on the date of original issuance of such Debt Security, of the principal amount. (Section 1.02 of the Indentures.) Events of Default Each Indenture defines an "event of default" with respect to any series of Debt Securities as being any one of the following events and such other events as may be established for the Debt Securities of a particular series: (i) default for thirty days in any payment of interest on such series; (ii) default in any payment of principal of, and premium, if any, on such series when due; (iii) default in the payment of any sinking fund installment of such series when due; (iv) default for thirty days after appropriate notice in performance of any other covenant in such Indenture (other than a covenant included in the Indenture solely for the benefit of another series of Debt Securities); (v) certain events in bankruptcy, insolvency, or reorganization; or (vi) default in the payment of any installment of interest on any evidence of indebtedness of, or assumed or guaranteed by, the Corporation (other than indebtedness subordinated to such series), or in the payment of any principal of any such evidence of indebtedness, and with respect to which any period of grace shall have expired, after appropriate notice. (Section 7.01 of the Indentures.) Each Indenture provides that 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 it considers such withholding in the interests of the holders of such series of Debt Securities issued thereunder. (Section 11.03 of the Indentures.) Except as set forth below, each Indenture provides that the Trustee thereunder 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 such series to be due and payable on an event of default. (Section 7.02 of the Indentures.) Notwithstanding the foregoing, any series of Senior Subordinated Securities which will be considered "Tier II" may provide that the Senior Subordinated Trustee or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Securities of that series which are then outstanding may declare the principal of all Senior Subordinated Securities of that series to be due and payable immediately only if an event of default pursuant to (v) above shall have occurred and be continuing. Any such series will be designated by the Corporation in a supplement hereto. Reference is made to the Prospectus Supplement relating to any series of Offered Debt Securities which are Original Issue Discount Securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such Original Issue Discount Securities upon the occurrence of an event of default and the continuation thereof. 15 Within 120 days after the close of each fiscal year, the Corporation must file with each Trustee a statement, signed by specified officers, stating whether or not such officers have knowledge of any default, and, if so, specifying each such default, the nature thereof and what action, if any, has been taken to cure such default. (Senior Indenture Section 6.05, Senior Subordinated Indenture Section 6.06.) Subject to provisions relating to its duties in case of default, no Trustee is under any obligation to exercise any of its rights or powers thereunder at the request, order, or direction of any holders of any series of Debt Securities, unless such holders shall have offered to such Trustee reasonable indemnity. (Section 11.01 of the Indentures.) Subject to such provisions for indemnification, 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 thereunder, or of exercising any trust or power conferred upon such Trustee. (Section 7.08 of the Indentures.) Defeasance of the Indenture and Debt Securities The Corporation at any time may satisfy its obligations with respect to payments of principal of the Debt Securities, and premium, if any, and interest, if any, on the Debt Securities of any series by irrevocably depositing in trust with the Trustee money or U.S. Government Obligations (as defined in the Indenture) or a combination thereof sufficient to make such payments when due. If such deposit is sufficient, as verified by a written report of a nationally recognized, independent public accounting firm, to make all payments of (i) interest, if any, on the Debt Securities of such series prior to and on their redemption or maturity, as the case may be, and (ii) principal of the Debt Securities, and premium, if any, on the Debt Securities of such series when due upon redemption or at the designated maturity date, as the case may be, then all the obligations of the Corporation with respect to the Debt Securities of such series and the Indenture insofar as it relates to the Debt Securities of such series will be satisfied and discharged (except as otherwise provided in the Indenture). In the event of any such defeasance, holders of the Debt Securities of such series would be able to look only to such trust fund for payment of principal of, premium, if any, and interest, if any, on the Debt Securities of such series until the designated maturity date or redemption. (Sections 12.01, 12.02 and 12.03 of the Indentures.) Such a trust may only be established if, among other things, (i) the Corporation has obtained an opinion of legal counsel (which may be based on a ruling from, or published by, the Internal Revenue Service) to the effect that holders of the Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred and (ii) at that time, with respect to any series of Debt Securities then listed on The New York Stock Exchange, the rules of The New York Stock Exchange do not prohibit such deposit with the Trustee. Information Concerning the Trustees The Corporation from time to time may borrow from each of the Trustees, and the Corporation and certain of its subsidiaries maintain deposit accounts and conduct other banking transactions with some of the Trustees. A Trustee under a Senior Indenture or a Senior Subordinated Indenture may act as trustee under any of the Corporation's other indentures. PLAN OF DISTRIBUTION The Corporation may sell the Debt Securities being offered hereby (i) directly to purchasers, (ii) through agents, (iii) to dealers, or (iv) through an underwriter or a group of underwriters. Offers to purchase Offered Debt Securities may be solicited directly by the Corporation or by agents designated by the Corporation from time to time. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment (ordinarily five business days or less). Agents may be entitled under agreements which may be entered into with the Corporation to indemnification by the Corporation against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). If a dealer is utilized in the sale of the Offered Debt Securities in respect of which this Prospectus is delivered, the Corporation will sell such Offered Debt Securities to the dealer, as principal. The dealer may 16 then resell such Offered Debt Securities to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled under agreements which may be entered into with the Corporation to indemnification by the Corporation against certain civil liabilities, including liabilities under the Securities Act. If an underwriter or underwriters are utilized in the sale, the Corporation may enter into an arrangement with such underwriters at the time of sale to them providing for their indemnification against certain liabilities, including liabilities under the Securities Act. The names of the underwriters and the terms of the transaction will be set forth in the Prospectus Supplement which is intended for use by the underwriters to make resales of the Offered Debt Securities in respect of which this Prospectus is delivered to the public. The underwriters, dealers, and agents may be deemed to be underwriters and any discounts, commissions, or concessions received by them from the Corporation or any profit on the resale of Offered Debt Securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any such person who may be deemed to be an underwriter and any such compensation received from the Corporation will be described in the Prospectus Supplement. Underwriters, dealers, and agents may be customers of, engage in transactions with, or perform services for the Corporation in the ordinary course of business. If so indicated in the Prospectus Supplement, the Corporation will authorize underwriters and agents to solicit offers by certain institutions to purchase Offered Debt Securities from the Corporation at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts ("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 the Corporation otherwise agrees the aggregate principal amount of Offered Debt Securities sold pursuant to Contracts will be not less nor more than, the respective amounts stated in the Prospectus Supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to the approval of the Corporation. Contracts will not be subject to any conditions except that the purchase by an institution of the Offered Debt Securities covered by its Contract must not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the Prospectus Supplement will be granted to underwriters and agents soliciting purchases of Offered Debt Securities pursuant to Contracts accepted by the Corporation. Underwriters and agents will have no responsibility in respect of the delivery or performance of Contracts. The place and time of delivery for the Offered Debt Securities in respect of which this Prospectus is delivered will be set forth in the Prospectus Supplement. EXPERTS The financial statements of the Corporation as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997 have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. LEGAL OPINIONS The legality of the Debt Securities to which this Prospectus relates has been passed upon for the Corporation by Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New York 10022. Paul N. Roth, a director of the Corporation, is a partner of Schulte Roth & Zabel LLP. 17 ================================================================================ No salesman or any other person has been authorized by the Corporation or any dealer, agent, or underwriter to give any information or to make any representation, other than as contained in this Prospectus or the documents incorporated by reference, in connection with the offer contained in this Prospectus and, if given or made, such information or representation must not be relied upon. This Prospectus does not constitute an offer by any dealer, agent or underwriter to sell, or a solicitaion of an offer to buy, securities in any state to any person to whom it is unlawful for such dealer, agent or underwriter to make such offer or solicitation in such state. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation and its subsidiaries since the date of the information contained herein. ---------- TABLE OF CONTENTS Page ---- Available Information .................................................... 2 Documents Incorporated by Reference ...................................... 2 The Corporation .......................................................... 3 Summary of Financial Information ......................................... 10 Use of Proceeds .......................................................... 11 Description of Debt Securities ........................................... 11 Plan of Distribution ..................................................... 16 Experts .................................................................. 17 Legal Opinions ........................................................... 17 ================================================================================ ================================================================================ [LOGO] The CIT Group, Inc. Debt Securities ------------- PROSPECTUS ------------- September 24, 1998 ================================================================================ Part II. INFORMATION NOT REQUIRED IN PROSPECTUS. Item 14. Other Expenses of Issuance and Distribution. The following table sets forth all expenses payable by the Registrant 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 ................................... $1,180,000 Fees and expenses of accountants ................... 209,000 Fees and expenses of counsel ....................... 500,000 Fees and expenses of Trustees and paying and authenticating agents ................ 450,000 Printing and engraving expenses .................... 50,000 Rating Agencies .................................... 600,000 Blue Sky fees and expenses ......................... 22,500 Miscellaneous ...................................... 12,000 ---------- Total $3,023,500 ========== 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 he 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 him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he 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 conduct was unlawful. Subsection (b) of Section 145 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 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 him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification may be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that 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, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director, officer, employee, or agent of a corporation has been successful in the defense of any action, suit, or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and 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 him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. II-1 Article X of the By-laws of the Registrant provides, in effect, that, in addition to any rights afforded to an officer, director or employee of the Registrant by contract or operation of law, the Registrant may indemnify any person who is or was a director, officer, employee, or agent of the Registrant, or of any other corporation which he served at the request of the Registrant, against any and all liability and reasonable expense incurred by him in connection with or resulting from any claim, action, suit, or proceeding (whether brought by or in the right of the Registrant or such other corporation or otherwise), civil or criminal, in which he may have become involved, as a party or otherwise, by reason of his being or having been such director, officer, employee, or agent of the Registrant or such other corporation, whether or not he continues to be such at the time such liability or expense is incurred, provided that such person acted in good faith and in what he reasonably believed to be the best interests of the Registrant or such other corporation, and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Article X further provides that any person who is or was a director, officer, employee, or agent of the Corporation or any direct or indirect wholly-owned subsidiary of the Registrant shall be entitled to indemnification as a matter of right if he 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, the Registrant maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies with aggregate limits of $90,000,000. The risks covered by such policies include liabilities under the Securities Act of 1933. Item 16. Exhibits. (c)1.1 --Form of Underwriting Agreement. (e)1.2 --Form of Selling Agency Agreement. (a)4.1a --Proposed form of Debt Securities (Note). (a)4.1b --Proposed form of Debt Securities (Debenture). (a)4.1c --Proposed form of Debt Securities (Deep Discount Debenture). (a)4.1d --Proposed form of Debt Securities (Zero Coupon Debenture). (a)4.1e --Proposed form of Debt Securities (Extendible Note). (b)4.1f --Proposed form of Debt Securities (Floating Rate Renewable Note). (b)4.1g --Proposed form of Debt Securities (Floating Rate Note). (d)4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). (d)4.1i --Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). (d)4.1j --Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). (d)4.1k --Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). (g)4.2a --Form of Global Indenture between the Registrant and each Senior Trustee. (g)4.2b --Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. (g)4.2c --Standard Multiple-Series Indenture Provisions dated as of September 24, 1998. (g)5 --Opinion of Schulte Roth & Zabel LLP in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. II-2 (f)12 --Computation of Ratios of Earnings to Fixed Charges. (g)23.1 --Consent of KPMG Peat Marwick LLP. (g)23.2 --Consent of Counsel. The consent of Schulte Roth & Zabel LLP is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. (g)24.1 --Powers of Attorney. (g)24.2 --Board Resolutions. (f)25.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. (f)25.2 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The First National Bank of Chicago. (f)25.3 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Harris Trust and Savings Bank. - ---------- (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. 33-37189 on Form S-3 filed October 5, 1990. (d) Incorporated by reference to the Registrant's Current Report on Form 8-K dated July 21, 1992. (e) Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 filed February 16, 1993. (f) Previously filed. (g) Filed herewith. II-3 Item 17. Undertakings. 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 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 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 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-4 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 Livingston and State of New Jersey, on the 24th day of September, 1998. THE CIT GROUP, INC. By /s/ ERNEST D. STEIN ----------------------------------------- Ernest D. Stein Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature and Title Date ------------------- ---- /s/ ALBERT R. GAMPER, JR.* - ---------------------------------- Albert R. Gamper, Jr. President, Chief Executive Officer, and Director (principal executive officer) /s/ DANIEL P. AMOS* - ---------------------------------- Daniel P. Amos Director /s/ YOSHIRO AOKI* - ---------------------------------- Yoshiro Aoki Director /s/ TAKASUKE KANEKO* - ---------------------------------- Takasuke Kaneko Director /s/ HISAO KOBAYASHI* - ---------------------------------- Hisao Kobayashi Director /s/ JOSEPH A. POLLICINO* *By /s/ ERNEST D. STEIN September 24, 1998 - ---------------------------------- ------------------------ Joseph A. Pollicino Ernest D. Stein Director Attorney-in-fact /s/ PAUL N. ROTH* - ---------------------------------- Paul N. Roth Director /s/ PETER J. TOBIN* - ---------------------------------- Peter J. Tobin Director /s/ TOHRU TONOIKE* - ---------------------------------- Tohru Tonoike Director /s/ ALAN F. WHITE* - ---------------------------------- Alan F. White Director /s/ JOSEPH M. LEONE September 24, 1998 - ---------------------------------- Joseph M. Leone Executive Vice President and Chief Financial Officer (principal financial and accounting officer) Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D. Stein, and Anne Beroza and each of them to sign this Registration Statement and amendments hereto on behalf of the directors and officers of the Registrant indicated above are held by the Registrant and available for examination pursuant to Item 302(b) of Regulation S-T. II-5 EX-4.2(A) 2 DEBT SECURITIES ================================================================================ THE CIT GROUP, INC. AND [NAME OF TRUSTEE], Trustee -------------- Indenture Dated as of [DATE] -------------- DEBT SECURITIES ================================================================================ INDENTURE dated as of [date] between The CIT Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Corporation"), and [name of trustee], a banking corporation/association duly organized and existing under the laws of the [jurisdiction of organization] (the "Trustee"). RECITALS OF THE CORPORATION The Corporation is authorized to borrow money for its corporate purposes and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, the Corporation has determined to make and issue its debentures, notes or other evidences of indebtedness in one or more series (the "Debt Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. All things necessary to make this Indenture a valid agreement of the Corporation, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That, in consideration of the premises and of the mutual covenants herein contained and for other valuable consideration, the receipt whereof is hereby acknowledged, and in order to declare the terms and conditions upon which the Debt Securities are to be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, that all the Debt Securities are to be executed, authenticated and delivered subject to the further covenants and conditions hereinafter set forth; and the Corporation, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in said trust, for the benefit of those who shall hold the Debt Securities, or any of them, as follows: PARAGRAPH A. INCORPORATION BY REFERENCE Except as otherwise provided below, Articles One through Fifteen of The CIT Group, Inc. Standard Multiple-Series Indenture Provisions dated as of September 24, 1998 (the "Standard Provisions"), are hereby incorporated herein by reference with the same force and effect as though fully set out herein. PARAGRAPH B. ADDITIONAL PROVISIONS The following provision hereby modifies the applicable definition set forth in Section 1.02 of the Standard Provisions: Corporate trust office: The term "corporate trust office" shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, 2 which office is presently located at [address]; notices shall be so addressed and directed to the attention of [department and/or officer]. IN WITNESS WHEREOF, The CIT Group, Inc. has caused this Indenture to be executed in its corporate name by its Chairman, Vice Chairman, President, or one of its Vice Presidents, and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and [name of trustee], in evidence of its acceptance of the trust hereby created, has caused this Indenture to be executed in its corporate name by one of its [title], and its seal to be hereunto affixed and to be attested by one of its [title], all as of the date first above written. THE CIT GROUP, INC. By ______________________________ [Title] [Corporate Seal] Attest: _____________________________ [Title] [NAME OF TRUSTEE], as Trustee By _______________________________ [Title] [Corporate Seal] Attest: _____________________________ [Title] 3 EX-4.2(B) 3 DEBT SECURITIES (SENIOR SUBORDINATED) ================================================================================ THE CIT GROUP, INC. AND [NAME OF TRUSTEE], Trustee ---------------- Indenture Dated as of [DATE] ----------------- DEBT SECURITIES (Senior Subordinated) ================================================================================ INDENTURE dated as of [date] between The CIT Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Corporation"), and [name of trustee], a banking corporation/association duly organized and existing under the laws of the [jurisdiction of organization] (the "Trustee"). RECITALS OF THE CORPORATION The Corporation is authorized to borrow money for its corporate purposes and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, the Corporation has determined to make and issue its debentures, notes or other evidences of indebtedness in one or more series (the "Debt Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. All things necessary to make this Indenture a valid agreement of the Corporation, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That, in consideration of the premises and of the mutual covenants herein contained and for other valuable consideration, the receipt whereof is hereby acknowledged, and in order to declare the terms and conditions upon which the Debt Securities are to be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, that all the Debt Securities are to be executed, authenticated and delivered subject to the further covenants and conditions hereinafter set forth; and the Corporation, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in said trust, for the benefit of those who shall hold the Debt Securities, or any of them, as follows: PARAGRAPH A. INCORPORATION BY REFERENCE Except as otherwise provided below, Articles One through Fourteen of The CIT Group, Inc. Standard Multiple-Series Indenture Provisions dated as of September 24, 1998 (the "Standard Provisions"), are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. Article Fifteen of the Standard Provisions is hereby re-designated as Article Sixteen and is hereby incorporated herein by reference with the same force and effect as though fully set forth herein. All references to Article Fifteen of the Standard Provisions and the Sections thereof in Articles One through Fifteen of the Standard Provisions shall hereby be deemed to refer to Article Sixteen and the Sections thereof as hereby re-designated. PARAGRAPH B. ADDITIONAL PROVISIONS 1. The following provisions hereby modify or supplement the definitions set forth in Section 1.02 of the Standard Provisions: Corporate trust office: The term "corporate trust office" shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office is presently located at [address]; notices shall be so addressed and directed to the attention of [department and/or officer]. Indebtedness: The term "Indebtedness", when used in the definition of the terms "Junior Subordinated Indebtedness" "Senior Subordinated Indebtedness" and "Superior Indebtedness", shall mean all obligations which in accordance with generally accepted accounting principles should be classified as liabilities upon a balance sheet, and in any event shall include all debt and other similar monetary obligations, whether direct or guaranteed. Junior Subordinated Indebtedness: The term "Junior Subordinated Indebtedness" shall mean the Indebtedness of the Corporation, whether outstanding at the date hereof or incurred hereafter, which is subordinated to Superior Indebtedness and Senior Subordinated Indebtedness of the Corporation. Senior Subordinated Indebtedness: The term "Senior Subordinated Indebtedness" shall mean the Indebtedness represented by the Debt Securities, the Indebtedness represented by the Corporation's 9 1/4% Medium-Term Senior Subordinated Capital Notes Due March 15, 2001 and 8 3/8% Senior Subordinated Capital Notes Due November 1, 2001 and all other Indebtedness of the Corporation, whether outstanding at the date hereof or incurred hereafter, which is subordinate only to Superior Indebtedness. Superior Indebtedness: The term "Superior Indebtedness" shall mean all Indebtedness of the Corporation, whether outstanding at the date hereof or incurred hereafter, which is not by its terms subordinate or junior to any other Indebtedness of the Corporation. In any event, Superior Indebtedness does not include the Indebtedness represented by the Corporation's 9 1/4% Medium-Term Senior Subordinated Capital Notes Due March 15, 2001 and 8 3/8% Senior Subordinated Capital Notes Due November 1, 2001 or the Debt Securities. 2. Section 6.05 and Section 6.06 of the Standard Provisions are hereby re-designated as Section 6.06 and Section 6.07, respectively. All references in the Standard Provisions to Section 6.05 and Section 6.06 of the Standard Provisions shall hereby be deemed to refer to Section 6.06 and Section 6.07 as hereby re-designated. 3. The following provision is hereby added to Article Six of the Standard Provisions and shall hereby be designated as Section 6.05: SECTION 6.05. The Corporation will not permit (i) the aggregate amount of Senior Subordinated Indebtedness outstanding at any time to exceed an amount equal to 100% of the aggregate amount of the par or stated value of all classes of capital stock plus the surplus (including retained earnings) of the Corporation and its Consolidated Subsidiaries (determined in accordance with generally accepted accounting principles) at such time or (ii) the aggregate amount of Senior Subordinated Indebtedness and Junior Subordinated Indebtedness outstanding at any time to exceed an amount equal to 150% of the aggregate amount of the par or stated value of all classes of capital stock plus the surplus (including retained earnings) of the Corporation and its Consolidated Subsidiaries (determined in accordance with generally accepted accounting principles) at such time. 4. The following provisions are hereby added to the Standard Provisions and shall hereby be designated as Article Fifteen: ARTICLE FIFTEEN SUBORDINATION OF DEBT SECURITIES. SECTION 15.01. (a) The Corporation covenants and agrees, and each holder of Debt Securities, by his acceptance thereof, likewise covenants and agrees, that all Debt Securities shall be issued subject to the provisions of this Article Fifteen; and each person holding any Debt Security, whether upon original issue or upon transfer thereof, accepts and agrees to be bound by such provisions. (b) All Debt Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinate and subject in right of payment to the prior payment in full of all Superior Indebtedness. SECTION 15.02. (a) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Corporation or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Corporation, whether or not involving insolvency or bankruptcy proceedings, then all principal and interest on all Superior Indebtedness shall first be paid in full, or such payment be provided for, before any payment on account of principal, premium, if any, or interest is made upon the indebtedness evidenced by the Debt Securities, and in any such proceedings any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in respect of the Debt Securities shall be paid or delivered directly to the holders of such Superior Indebtedness for application in payment thereof unless and until such Superior Indebtedness shall have been paid and satisfied in full or such payment and satisfaction shall have been provided for; provided, however, that: (1) in the event that payment or delivery of such cash, property or securities to the holders of the Debt Securities is authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Debt Securities to Superior Indebtedness, and made by a court of competent jurisdiction in any such proceeding, no payment or delivery of such cash, property or securities payable or deliverable with respect to the Debt Securities need be made to the holders of Superior Indebtedness; and (2) no such delivery need be made of securities which are issued pursuant to any reorganization, dissolution or liquidation proceedings, or upon any merger, consolidation or sale not prohibited by Section 16.01, by the Corporation, as reorganized, or by the corporation succeeding to the Corporation or acquiring its property and assets, and which securities are subordinate and junior in right of payment of all Superior Indebtedness then outstanding. (b) In the event that the Debt Securities are declared due and payable before their expressed maturity because of the occurrence of an event of default specified in Section 7.01 (under circumstances when the provisions of the foregoing subsection (a) shall not be applicable), the holders of the Debt Securities shall be entitled to payment only after there shall first have been paid in full the Superior Indebtedness outstanding at the time such Debt Securities so became due and payable because of such event of default, or such payment shall have been provided for. (c) In the event that any direct or indirect payment or distribution shall be received by the Trustee or by any holder of the Debt Securities in contravention of the provisions of this Section, then such payments or distributions shall be held for the benefit of, and shall be paid over to, the holders of the Superior Indebtedness at the time outstanding or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Superior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all such Superior Indebtedness until all such Superior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Superior Indebtedness. SECTION 15.03. Subject to the payment in full of all Superior Indebtedness, the holders of the Debt Securities (equally and ratably with the holders of all other subordinated indebtedness which by its terms ranks on a parity with the Debt Securities and is entitled to like rights of subrogation) shall be subrogated to the rights of the holders of Superior Indebtedness to receive payments or distributions of assets of the Corporation applicable to the Superior Indebtedness until the principal of, premium, if any, and interest on, the Debt Securities shall be paid in full, and no payments or distributions to the holders of the Superior Indebtedness pursuant to the provisions of this Article Fifteen shall, as between the Corporation, its creditors other than the holders of Superior Indebtedness and the holders of the Debt Securities, be deemed to be a payment by the Corporation to or on account of Superior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the holders of the Debt Securities, on the one hand, and the holders of the Superior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Debt Securities shall impair, as between the Corporation, its creditors other than the holders of Superior Indebtedness and the holders of the Debt Securities, the obligation of the Corporation, which is unconditional and absolute, to pay to the holders of the Debt Securities the principal of, premium, if any, and interest on, the Debt Securities as and when the same shall become due and payable in accordance with their terms, or to affect relative rights of the holders of the Debt Securities and creditors of the Corporation other than the holders of the Superior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debt Securities from exercising all remedies otherwise permitted by applicable law or hereunder upon default under this Indenture, subject to the rights, if any, under this Article Fifteen, of the holders of Superior Indebtedness in respect of cash, property or securities otherwise payable or deliverable to the holders of the Debt Securities. SECTION 15.04. Each holder of a Debt Security by his acceptance thereof authorizes the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Fifteen and appoints the Trustee his attorney-in-fact for any and all such purposes. SECTION 15.05. The Corporation shall give prompt written notice to the Trustee of any fact known to the Corporation which would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article Fifteen. Notwithstanding the provisions of this Article Fifteen or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any fact which would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article Fifteen, unless and until the Trustee shall have received written notice thereof from the Corporation or a holder or holders of Superior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such fact exists. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Superior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Superior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Superior Indebtedness to participate in any payment or distribution pursuant to this Article Fifteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the trustee as to the amount of Superior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Fifteen, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. SECTION 15.06. The Trustee in his individual capacity shall be entitled to all the rights set forth in this Article Fifteen in respect of any Superior Indebtedness at any time held by it, to the same extent as any other holder of Superior Indebtedness, and nothing in Section 11.09 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. With respect to the holders of Superior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Fifteen, and no implied covenants or obligations with respect to the holders of Superior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Superior Indebtedness and the Trustee shall not be liable to any holder of Superior Indebtedness if it shall mistakenly pay over or deliver to holders of Debt Securities, the Corporation or any other person moneys or assets to which any holder of Superior Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise. SECTION 15.07. No present or future holder of Superior Indebtedness shall be prejudiced in his right to enforce subordination as herein provided by any act or failure to act on the part of the Corporation. SECTION 15.08. The indebtedness represented by the Debt Securities (a) shall not be deemed to constitute "Superior Indebtedness" as such term is defined herein and in the Corporation's 9 1/4% Medium-Term Senior Subordinated Capital Notes Due March 15, 2001 and 8 3/8% Senior Subordinated Capital Notes Due November 1, 2001, but shall in all respects rank on a parity with the indebtedness represented by such Senior Subordinated Notes, and (b) shall be deemed to constitute "Senior Subordinated Indebtedness" as that term is defined herein. IN WITNESS WHEREOF, The CIT Group, Inc. has caused this Indenture to be executed in its corporate name by its Chairman, Vice Chairman, President, or one of its Vice Presidents, and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and [name of trustee], in evidence of its acceptance of the trust hereby created, has caused this Indenture to be executed in its corporate name by one of its [title], and its seal to be hereunto affixed and to be attested by one of its [title], all as of the date first above written. THE CIT GROUP, INC. By:____________________________ [Title] [Corporate Seal] Attest: _____________________________ [Title] [NAME OF TRUSTEE], as Trustee By:____________________________ [Title] [Corporate Seal] Attest: _____________________________ [Title] EX-4.2(C) 4 STANDARD MULTIPLE-SERIES INDENTURE PROVISIONS ================================================================================ THE CIT GROUP, INC. STANDARD MULTIPLE-SERIES INDENTURE PROVISIONS --------------- Indenture Dated as of September 24, 1998 -------------- DEBT SECURITIES ================================================================================ TRUST INDENTURE ACT CROSS REFERENCE SHEET* Sections of Trust Sections of Indenture Act Indenture 310(a)(1) 11.05 310(a)(2) 11.05 310(a)(3) Not applicable 310(a)(4) Not applicable 310(a)(5) 11.05 310(b) 11.06 310(c) Not applicable 311 11.09 312 10.03 313 10.01 314(a) 10.02, 6.05 314(b) Not applicable 314(c) 15.04 314(d) Not applicable 314(e) 15.04 315(a) 11.02(1) 315(b) 11.03 315(c) 11.02 315(d) 11.02 315(e) 7.10 316(a) 7.08 and 8.03 316(b) 7.09 316(c) 8.04 317(a) 7.03 and 7.04 317(b) 6.03 318(a) 15.06 - ------------- *The Trust Indenture Act Cross Reference Sheet is not a part of this Indenture. TABLE OF CONTENTS Page ---- ARTICLE ONE DEFINITIONS .......................................................1 Section 1.01 ..............................................................1 Section 1.02 ..............................................................1 Board of Directors....................................................1 Board Resolution......................................................1 Business day..........................................................1 Consolidated Subsidiaries.............................................1 Control...............................................................1 Corporate trust office................................................2 Corporation...........................................................2 Debt Security.........................................................2 Debt Securityholder; holder of Debt Securities; holder................2 Depositary............................................................2 Event of default......................................................2 Global Security.......................................................2 Indenture.............................................................3 Interest..............................................................3 Majority..............................................................3 Maturity..............................................................3 Officer...............................................................3 Officers' Certificate.................................................3 Officer's Order.......................................................3 Opinion of Counsel....................................................4 Original Issue Discount Securities....................................4 Outstanding...........................................................4 Person................................................................4 Record Date...........................................................5 Responsible Officer...................................................5 Subsidiary............................................................5 Trust Indenture Act of 1939...........................................5 Trustee...............................................................5 U.S. Government Obligations...........................................5 Voting stock..........................................................6 ARTICLE TWO ISSUE, EXECUTION, AUTHENTICATION, REGISTRATION, AND EXCHANGE OF DEBT SECURITIES..........................6 Section 2.01 ..............................................................6 Section 2.02 ..............................................................8 Section 2.03 ..............................................................8 Section 2.04 ..............................................................9 i Page ---- Section 2.05 ..............................................................9 Section 2.06 .............................................................11 Section 2.07 .............................................................13 Section 2.08 .............................................................13 ARTICLE THREE ISSUE OF DEBT SECURITIES........................................13 Section 3.01 .............................................................13 ARTICLE FOUR REDEMPTION OF DEBT SECURITIES...................................15 Section 4.01 .............................................................15 Section 4.02 .............................................................15 Section 4.03 .............................................................15 Section 4.04 .............................................................16 ARTICLE FIVE SINKING FUNDS ...................................................17 Section 5.01 .............................................................17 Section 5.02 .............................................................17 Section 5.03 .............................................................17 ARTICLE SIX PARTICULAR COVENANTS OF THE CORPORATION...........................18 Section 6.01 .............................................................18 Section 6.02 .............................................................18 Section 6.03 .............................................................18 Section 6.04 .............................................................19 Section 6.05 .............................................................21 Section 6.06 .............................................................22 ARTICLE SEVEN REMEDIES OF TRUSTEE AND DEBT SECURITYHOLDERS....................22 Section 7.01 .............................................................22 Section 7.02 .............................................................24 Section 7.03 .............................................................25 Section 7.04 .............................................................26 Section 7.05 .............................................................27 Section 7.06 .............................................................27 Section 7.07 .............................................................27 Section 7.08 .............................................................28 Section 7.09 .............................................................28 Section 7.10 .............................................................29 Section 7.11 .............................................................29 Section 7.12 .............................................................29 ii Page ---- ARTICLE EIGHT CONCERNING THE DEBT SECURITYHOLDERS.............................30 Section 8.01 .............................................................30 Section 8.02 .............................................................30 Section 8.03 .............................................................30 Section 8.04 .............................................................31 ARTICLE NINE DEBT SECURITYHOLDERS' MEETINGS...................................31 Section 9.01 .............................................................31 Section 9.02 .............................................................32 Section 9.03 .............................................................32 Section 9.04 .............................................................32 Section 9.05 .............................................................32 Section 9.06 .............................................................33 Section 9.07 .............................................................34 ARTICLE TEN REPORTS BY THE CORPORATION AND THE TRUSTEE AND DEBT SECURITYHOLDERS' LISTS....................................................34 Section 10.01 ............................................................34 Section 10.02 ............................................................34 Section 10.03 ............................................................35 ARTICLE ELEVEN CONCERNING THE TRUSTEE.........................................36 Section 11.01 ............................................................36 Section 11.02 ............................................................38 Section 11.03 ............................................................39 Section 11.04 ............................................................39 Section 11.05 ............................................................40 Section 11.06 ............................................................40 Section 11.07 ............................................................40 Section 11.08 ............................................................42 Section 11.09 ............................................................42 Section 11.10 ............................................................42 ARTICLE TWELVE DEFEASANCE ....................................................42 Section 12.01 ............................................................42 Section 12.02 ............................................................43 Section 12.03 ............................................................44 Section 12.04 ............................................................44 Section 12.05 ............................................................44 Section 12.06 ............................................................44 iii Page ---- ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, AND DIRECTORS...................................................45 Section 13.01 ............................................................45 ARTICLE FOURTEEN SUPPLEMENTAL INDENTURES......................................46 Section 14.01 ............................................................46 Section 14.02 ............................................................47 Section 14.03 ............................................................48 Section 14.04 ............................................................48 Section 14.05 ............................................................49 Section 14.06 ............................................................49 ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS......................................49 Section 15.01 ............................................................49 Section 15.02 ............................................................50 Section 15.03 ............................................................50 Section 15.04 ............................................................50 Section 15.05 ............................................................51 Section 15.06 ............................................................52 Section 15.07 ............................................................52 Section 15.08 ............................................................52 Section 15.09 ............................................................52 iv ARTICLE ONE DEFINITIONS Section 1.01. Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act of 1939. Section 1.02. Unless the context otherwise requires, the terms defined in this Section 1.02 shall for all purposes of this Indenture and of any indenture supplemental hereto have the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein defined: Board of Directors: The term "Board of Directors" shall mean the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation. Board Resolution: The term "Board Resolution" shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business day: The term "business day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. Consolidated Subsidiaries: The term "Consolidated Subsidiaries" shall mean all subsidiaries except, at any given time, any subsidiary the accounts of which are excluded from the consolidated financial statements included in the last preceding annual report of the Corporation with the approval of the independent certified or public accountants or auditors who examined and reported on said financial statements. Control: The term "control" shall mean the power to direct the management and policies of a person, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. Corporate trust office: The term "corporate trust office" shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered. Corporation: The term "Corporation" shall mean The CIT Group, Inc., a Delaware corporation, unless and until any successor corporation shall have become such pursuant to the provisions of Section 15.01 hereof, and thereafter "Corporation" shall mean such successor. Debt Security: The term "Debt Security" shall mean one of the Debt Securities, or one of any series of Debt Securities (including any Global Securities) issued hereunder. A Debt Security (including any Global Security) shall be deemed to have been issued hereunder when duly authenticated by the Trustee or an agent designated by the Trustee and delivered pursuant to the provisions of this Indenture. Debt Securityholder; holder of Debt Securities; holder: The term "Debt Securityholder" or "holder of Debt Securities" or "holder", with respect to any Debt Security, shall mean the person in whose name such Debt Security shall be registered in the register kept for that purpose hereunder. Depositary: The term "Depositary" shall mean a clearing agency registered under the Securities Exchange Act of 1934, as amended, or any successor thereto, which shall in either case be designated by the Corporation pursuant to Section 2.01, until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Debt Securities of any series shall mean the Depositary with respect to the Debt Securities of that series. Event of default: The term "event of default" shall have the meaning specified in Section 7.01. Global Security: The term "Global Security" shall mean a Debt Security evidencing all or part of a series of Debt Securities which is executed by the Corporation and authenticated and delivered to the Depositary or pursuant to the Depositary's instructions, all in accordance with this Indenture and pursuant to a written order of the Corporation signed by two Officers, which shall be registered in the name of the Depositary or its nominee and which shall represent the amount of uncertificated Debt Securities as specified therein. -2- Indenture: The term "Indenture" or "this Indenture" shall mean this instrument and all indentures supplemental hereto, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument, any such supplemental indenture and the terms of each Debt Security issued thereunder, respectively. Interest: The term "interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after maturity, means interest payable after maturity. Majority: The term "majority", with respect to the Debt Securities or any series of Debt Securities, shall signify "majority in principal amount" whether or not so expressed. Maturity: The term "maturity", with respect to any Debt Security, shall mean the date on which the principal of such Debt Security shall become due and payable as therein or herein provided, whether at stated maturity or by declaration of acceleration of the maturity thereof, call for redemption, or otherwise. Officer: The term "officer" or "Officers" of the Corporation shall mean the Chairman, Vice Chairman, President, or a Vice President, and if a second officer is required shall mean, in addition to the above, the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary. Officers' Certificate: The term "Officers' Certificate" shall mean a certificate signed by the Chairman, Vice Chairman, President, or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary of the Corporation, and delivered to the Trustee. Officer's Order: The term "Officer's Order" shall mean a written request signed by the Chairman, Vice Chairman, President, or a Vice President of the Corporation, and delivered to the Trustee. -3- Opinion of Counsel: The term "Opinion of Counsel" shall mean a written opinion of counsel, which may be given by an employee of or of counsel to the Corporation, and which in form and substance shall be acceptable to the Trustee. Original Issue Discount Securities: The term "Original Issue Discount Securities" shall mean any Debt Securities which are initially sold at a discount from the principal amount thereof and which provide upon an event of default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration of the Maturity thereof. Outstanding: The term "outstanding" or "Outstanding", subject to Section 8.03 hereof, when used as of any particular time with reference to the Debt Securities, shall mean all the Debt Securities which shall theretofore have been issued under this Indenture, except: (a) Debt Securities which shall be deemed to have been retired as hereinafter provided; (b) Debt Securities, including any portion of a Global Security, which shall have been surrendered to the Trustee for cancellation;(c) Debt Securities in substitution for which other Debt Securities shall have been issued pursuant to Section 2.07; and(d) Debt Securities or portions thereof for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Corporation) or shall have been set aside and segregated in trust by the Corporation (if the Corporation shall act as its own paying agent), provided that if such Debt Securities are to be redeemed prior to the stated maturity thereof, notice of such redemption shall have been mailed as provided in Article Four hereof, or provision satisfactory to the Trustee shall have been made for mailing such notice. In determining whether the holders of the requisite principal amount of outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 7.02 and (ii) the principal amount of a Debt Security denominated in a foreign currency or currencies shall be the U.S. dollar equivalent, determined on the date of original issuance of such Debt Security, of the principal amount (or, in the case of an Original Issue Discount Security denominated in such foreign currency, the U.S. dollar equivalent on the date of original issuance of such Debt Security of the amount determined as provided in (i) above) of such Debt Security. Person: The term "person" or "Person" shall mean an individual, a corporation, a partnership, a joint venture, an association, a joint stock company, a trust, an unincorporated organization, or a government or an agency or political subdivision thereof. -4- Record Date: The term "Record Date", when used with respect to an interest payment date for a series of Debt Securities, shall mean the date fixed by a Board Resolution or indenture supplemental hereto referred to in Section 2.01 for the determination of the holders of such Debt Securities entitled to payments of interest on such interest payment date. Responsible Officer: The term "responsible officer" of the Trustee hereunder shall mean any officer within the corporate trust office of the Trustee, which may include the chairman and vice chairman of the board of directors, the president, the chairman of the executive committee of the board of directors, the chairman of the trust committee, every vice president or officer senior thereto, every assistant vice president, the secretary, every assistant secretary, the treasurer, every assistant treasurer, every trust officer, every assistant trust officer, and every other officer and assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of, and familiarity with, a particular subject. Subsidiary: The term "subsidiary" shall mean any corporation, association or business trust at least a majority of the shares of the voting stock of which shall at the time be owned, directly or indirectly, by the Corporation or by one or more subsidiaries or by the Corporation and one or more subsidiaries. Trust Indenture Act of 1939: The term "Trust Indenture Act of 1939" shall mean such act as amended to the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. Trustee: The term "Trustee" shall mean the person named as Trustee in the first paragraph of this Indenture and, subject to the provisions of Article Eleven hereof, its successors and assigns. If, pursuant to the terms hereof, more than one person shall be designated as Trustee hereunder, then the term "Trustee" when used with respect to the Debt Securities of any series shall mean the Trustee for such series. U.S. Government Obligations: The term "U.S. Government Obligations" shall mean direct obligations of the United States of America for the timely payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option. -5- Voting stock: The term "voting stock", as applied to the stock (or the equivalent thereof, in the case of corporations incorporated outside the continental limits of the United States of America) of any corporation, shall mean stock (or such equivalent) of any class or classes, however designated, having ordinary voting power for the election of directors of such corporation, other than stock (or such equivalent) having such power only by reason of the happening of a contingency. Certain other terms, relating principally to provisions included in this Indenture in compliance with the Trust Indenture Act of 1939, are defined in Article Eleven. ARTICLE TWO ISSUE, EXECUTION, AUTHENTICATION, REGISTRATION, AND EXCHANGE OF DEBT SECURITIES Section 2.01. The aggregate principal amount of Debt Securities which may be executed by the Corporation and authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series: (1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Indenture); (3) the date or dates on which the principal of (and premium, if any, on) the Debt Securities of the series is payable; (4) the Person to whom any interest on a Debt Security of the series shall be payable, if other than the Person in whose name that Debt Security is registered at the close of business on the Record Date for such interest; the rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method of determining such rate or rates; the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the Record Dates for the determination of Debt Securityholders to whom interest is payable; (5) the designation of the office or agency of the Corporation in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be -6- designated in writing by the Corporation, where the Debt Securities of the series may be presented for payment, may be transferred or exchanged by the registered holders thereof or by their attorneys duly authorized in writing, and where notices and demands in respect of the Indenture and the Debt Securities of the series may be served; (6) the price or prices at which, the period or periods within which, and the terms and conditions upon which the Debt Securities of the series may be redeemed, in whole or in part, at the option of the Corporation, pursuant to any sinking fund or otherwise; (7) the obligation, if any, of the Corporation to redeem, purchase, or repay the Debt Securities of any series pursuant to any sinking fund or analogous provisions or at the option of a Debt Securityholder thereof, and the price or prices at which and the period or periods within which and the terms and conditions upon which the Debt Securities of such series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation; (8) the denominations in which the Debt Securities of the series shall be issuable if other than $1,000 and integral multiples thereof, and if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 9.05 hereof; (9) if other than the principal amount thereof, the portion of the principal amount of the Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 7.02 hereof; (10) any events of default with respect to the Debt Securities of the particular series, if not set forth herein; (11) the Trustee with respect to the Debt Securities of the series; (12) if other than the Trustee named in the first paragraph of this Indenture or its successors or assigns, the designation of the agent to authenticate the Debt Securities of the series, and the registrar and paying agent, which agents shall be acceptable to both the Corporation and the Trustee; (13) the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on the Debt Securities of the series shall be payable if other than the currency of the United States of America; (14) if the amount of payments of principal of and any premium or interest on the Debt Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; (15) whether the Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Securities; -7- (16) if other than as provided in Section 2.04, the manner in which principal of (and premium, if any) and interest, if any, on the Debt Securities shall be payable; (17) if other than as provided in Article 12, the manner in which the Debt Securities of the series are to be defeased; and (18) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or in any such indenture supplemental hereto. Section 2.02. The Debt Securities of each series and the relevant certificate of authentication shall be in the form (including global form) approved by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto. The Debt Securities shall be authenticated by the Trustee or an agent designated by the Trustee. The Debt Securities shall be registered Debt Securities without coupons. The Debt Securities may have such letters, numbers, or other marks of identification or designation and such legends or endorsements typewritten, printed, lithographed, or engraved thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Debt Securities may be listed, or to conform to usage. Only such of the Debt Securities as shall bear thereon a certificate substantially in the form of the certificate of authentication approved by or pursuant to a Board Resolution or established in one or more indentures supplemental hereto, manually executed by the Trustee or an agent designated by the Trustee, shall be valid or become obligatory for any purpose or entitle the holder thereof to any right or benefit under this Indenture, and such certificate of authentication upon any such Debt Security executed as aforesaid shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the holder thereof is entitled to the benefits of this Indenture. Section 2.03. The Debt Securities shall be signed in the name and on behalf of the Corporation by the original or facsimile signature of its Chairman, Vice Chairman, President, or any Vice President and an original or facsimile of its corporate seal shall be attested by the original or facsimile signature of the Secretary or an Assistant Secretary of the Corporation. The Debt Securities shall then be delivered to the Trustee or an agent for authentication so designated by the Trustee, and thereupon, as provided in Section 3.01, the Trustee or an agent designated by the Trustee shall authenticate and deliver such Debt Securities. In case any officer of the Corporation who shall have signed any of the Debt Securities shall cease to be such officer of the Corporation before the Debt Securities so signed shall have been actually authenticated and delivered, such Debt Securities may nevertheless be issued, authenticated, and delivered as -8- though the person who signed such Debt Securities had not ceased to be such officer of the Corporation; and also any of the Debt Securities may be signed on behalf of the Corporation by such persons as, at the actual date of the execution of such Debt Securities, shall be the proper officers of the Corporation, although at the date of the execution of this Indenture any such person was not such officer. Section 2.04. Each Debt Security shall be dated the date of its authentication unless otherwise provided by or pursuant to a Board Resolution or established in one or more indentures supplemental hereto. Unless otherwise provided as contemplated by Section 2.01 with respect to any series of Debt Securities, the person in whose name any Debt Security is registered in the register at the close of business on any Record Date with respect to any applicable interest payment date for such Debt Security shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Debt Security upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such interest payment date; provided, however, that if and to the extent the Corporation shall default in the payment of the interest due on such interest payment date, the defaulted interest shall be paid to the persons in whose names outstanding Debt Securities are registered on a subsequent record date for the payment of such defaulted interest established by notice given by mail by or on behalf of the Corporation to the holders of Debt Securities not less than fifteen days preceding such subsequent record date, such subsequent record date to be not less than five days preceding the date of payment of such defaulted interest. Unless otherwise provided as contemplated by Section 2.01 with respect to any series of Debt Securities, the principal of (and premium, if any) and interest, if any, on the Debt Securities shall be payable at the office or agency of the Corporation maintained for such purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts; provided, however, that interest on the Debt Securities may be paid by check mailed to the registered holders thereof at their addresses as the same shall from time to time appear on the register of the Corporation. Section 2.05. (a) Pending the preparation of definitive Debt Securities of any series, the Corporation may execute and cause to be authenticated and delivered, in accordance with the terms of this Indenture, temporary Debt Securities which are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debt Securities in lieu of which they are issued, and with such appropriate insertions, omissions, substitutions, and other variations as the officers executing such Debt Securities may determine, as evidenced by their execution of such Debt Securities. If temporary Debt Securities of any series are issued, the Corporation will cause definitive Debt Securities of the same series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities, the temporary Debt Securities shall be exchangeable for -9- definitive Debt Securities of the same series, containing the same terms as the temporary Debt Securities surrendered, upon surrender of the temporary Debt Securities at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be designated in writing by the Corporation, as provided in Section 6.02, without charge to the Debt Securityholder. Upon surrender for cancellation of any one or more temporary Debt Securities, the Corporation shall execute and cause to be authenticated and delivered in exchange therefor an equal aggregate principal amount of definitive Debt Securities of authorized denominations of the same series and of like tenor. Until so exchanged, the duly authenticated temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of the same series authenticated and delivered hereunder. (b) If the Corporation shall establish pursuant to Section 2.01 that the Debt Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Corporation shall execute and the Trustee or an agent designated by the Trustee shall, in accordance with Section 2.01 and pursuant to an Officer's Order, authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Debt Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee or an agent designated by the Trustee to such Depositary or pursuant to such Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Debt Securities in definitive form, this Global 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." Notwithstanding any other provision of this Section 2.05 or Section 2.06, unless and until it is exchanged in whole or in part for Debt Securities in definitive form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Debt Securities of a series notifies the Corporation that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for Debt Securities of a series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Corporation shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Corporation within 90 days after the Corporation receives such notice or becomes aware of such condition, the Corporation will execute and the Trustee or an agent designated by the Trustee, upon receipt of an Officer's Order instructing the Trustee or its agent -10- to authenticate and deliver definitive Debt Securities of such series, will authenticate and deliver Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Corporation may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Corporation will execute and the Trustee or an agent designated by the Trustee, upon receipt of an Officer's Order instructing the Trustee or its agent to authenticate and deliver Debt Securities of such series, will authenticate and deliver Debt Securities of such series in definitive form and in an aggregate principal amount equal to the amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Corporation pursuant to Section 2.01 with respect to Debt Securities of a series, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange, in whole or in part, for Debt Securities of such series in definitive form on such terms as are acceptable to the Corporation and such Depositary. Thereupon, the Corporation shall execute and the Trustee or an agent designated by the Trustee, upon receipt of an Officer's Order, shall authenticate and deliver, without charge, (i) to each person specified by the Depositary, a new Debt Security or Securities of the same series of any authorized denomination as requested by such person in an aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Security; and (ii) to the Depositary, a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to holders thereof. Upon the exchange of a Global Security for Debt Securities in definitive form, such Global Security shall be cancelled by the Trustee. Debt Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the persons in whose names such Debt Securities are so registered. Section 2.06. The Corporation will keep, at the office or agency to be maintained by it in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be designated in writing by the Corporation, as provided in Section 6.02, a register for the registration of transfer of the Debt Securities, as in this Indenture provided (the "register"), which register shall at all times be open for inspection by the Trustee. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. Upon surrender for registration of transfer of any Debt Security at either of such offices or agencies, the Corporation shall execute and cause to be authenticated and delivered a -11- Debt Security or Debt Securities of the same series for an equal aggregate principal amount, like tenor, and with a maturity or maturities in accordance with the terms of such Debt Security or Debt Securities, in such authorized denomination or denominations and registered in such name or names as may be requested. Debt Securities in their several authorized denominations are exchangeable for a Debt Security or Debt Securities of the same series, in authorized denominations and an equal aggregate principal amount, like tenor, and with a maturity or maturities in accordance with the terms of such Debt Security or Debt Securities. Debt Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such office or agency and the Corporation shall execute and cause to be authenticated and delivered, in exchange therefor, the Debt Security or Debt Securities of the same series in such authorized denomination or denominations as the Debt Securityholder making the exchange shall have requested and shall be entitled to receive. The Corporation shall not be required to make any exchange or registration of transfer of (1) any Debt Security which shall have been designated for redemption in whole or in part, except, in the case of any Debt Security to be redeemed in part, the portion thereof not to be so redeemed or (2) any Debt Security for a period of 15 days next preceding any selection of Debt Securities for redemption. All Debt Securities presented or surrendered for registration of transfer, exchange, or payment shall (if so required by the Corporation, the Trustee, or any agent) be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, the Trustee, or such agent, duly executed by the registered holder or by his attorney duly authorized in writing. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any stamp tax or other governmental charge payable in connection therewith. The Corporation, its agents, and the Trustee may deem and treat the person in whose name any Debt Security is registered as the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Corporation, its agents, and the Trustee shall not be affected by any notice to the contrary. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Corporation, the Trustee, and any agent of the Corporation or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary as holder of any Debt Security. -12- Section 2.07. In case any Debt Security shall become mutilated or be destroyed, lost or stolen, and subject to the conditions hereinafter set forth, the Corporation in the case of a mutilated Debt Security shall, and in the case of a lost, stolen, or destroyed Debt Security may, in its discretion, execute, and thereupon the Trustee or an agent designated by the Trustee shall authenticate and deliver, or cause to be authenticated and delivered, a new Debt Security of the same series, tenor, and principal amount and bearing a different number not contemporaneously outstanding, in exchange and substitution for and upon cancellation of the mutilated Debt Security or in lieu of and substitution for the Debt Security so destroyed, lost, or stolen; provided, however, that if any such mutilated, destroyed, lost, or stolen Debt Security shall have become payable upon the maturity thereof, the Corporation may, instead of issuing a substitute Debt Security, pay or authorize the payment of such Debt Security without requiring the surrender thereof (except in the case of a mutilated Debt Security). The applicant for any substitute Debt Security or for payment of any such mutilated, destroyed, lost, or stolen Debt Security shall furnish to the Corporation, the Trustee, or any agent designated by the Trustee evidence satisfactory to them, in their discretion, of the ownership of and the destruction, loss, or theft of such Debt Security and shall furnish to the Corporation and the Trustee or any agent designated by the Trustee indemnity satisfactory to them, in their discretion, and, if required, shall reimburse the Corporation, the Trustee, or any agent designated by the Trustee for all expenses (including counsel fees and expenses) in connection with the preparation, issue, and authentication of such substitute Debt Security or the payment of such mutilated, destroyed, lost, or stolen Debt Security, and shall comply with such other reasonable regulations as the Corporation, the Trustee, or any agent designated by the Trustee, or any of them, may prescribe. Any such new Debt Security delivered pursuant to this Section 2.07 shall constitute an additional contractual obligation on the part of the Corporation, whether or not the allegedly destroyed, lost, or stolen Debt Security shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Debt Securities of the same series issued hereunder. Section 2.08. Subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest, each Debt Security delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon registration of transfer of, any other Debt Security of the same series shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt Security. ARTICLE THREE ISSUE OF DEBT SECURITIES Section 3.01. At any time and from time to time after the execution and delivery of this Indenture the Corporation may deliver to the Trustee Debt Securities duly executed by the proper officers of the Corporation. The Trustee or an agent designated by the Trustee shall authenticate and deliver the Debt Securities pursuant to an Officer's Order. -13- In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee or any agent designated by the Trustee shall be entitled to receive, and shall be fully protected in relying upon: (1) a copy of any Board Resolution by or pursuant to which the terms of such series were established and, if applicable, an appropriate record of any action taken pursuant to such resolution; (2) an executed supplemental indenture, if any; (3) an Officers' Certificate prepared in accordance with Section 15.04 and which shall also state that the Corporation is not in default under the provisions of this Indenture; and (4) an Opinion of Counsel prepared in accordance with Section 15.04 which shall also state: (a) that the form of such Debt Securities has been established by or pursuant to a Board Resolution or by a supplemental indenture in conformity with the provisions of this Indenture; (b) that the terms of such Debt Securities have been established by or pursuant to a Board Resolution or by a supplemental indenture in conformity with the provisions of this Indenture; (c) that such Debt Securities, when authenticated and delivered by the Trustee or any agent designated by the Trustee and issued by the Corporation in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid, and binding obligations of the Corporation, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and (d) that all laws and requirements in respect of the execution and delivery by the Corporation of the Debt Securities have been complied with and that authentication and delivery of the Debt Securities by the Trustee or any agent designated by the Trustee will not violate the terms of this Indenture. Notwithstanding the provisions of this Section 3.01, if all Debt Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers' Certificate, or the Opinion of Counsel otherwise required pursuant to this Section at or prior to the time of authentication of each Debt Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Debt Security of such series to be issued. -14- After any such first delivery of Debt Securities of a series, any separate request by the Corporation that the Trustee authenticate Debt Securities of such series for original issue will be deemed to be a certification by the Corporation that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debt Securities continue to have been complied with. The Trustee shall be entitled pursuant to Section 15.04 to request such additional information and shall have the right to decline to authenticate and deliver any Debt Securities under this Section 3.01 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its Board of Directors or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents or assistant vice presidents shall determine that such action would expose the Trustee to personal liability to existing Debt Securityholders or would adversely affect the Trustee's rights, duties, obligations, or immunities under this Indenture. ARTICLE FOUR REDEMPTION OF DEBT SECURITIES Section 4.01. Debt Securities of any series which are redeemable pursuant to their terms shall be redeemable in accordance with the terms and provisions thereof and in accordance with this Article Four. The election of the Corporation to redeem all or part of the Debt Securities of any series shall be evidenced by a Board Resolution. Section 4.02 In the event of redemption at any time of all or a part of any series of Debt Securities, the Corporation shall, at least 60 days prior to the redemption date (unless a shorter notice shall be consented to by the Trustee), give written notice to the Trustee of the tenor and the principal amount of the Debt Securities of such series to be redeemed and specifying the date on which it is proposed that notice of such redemption will be mailed and the date of redemption. After receipt of such notice, if such redemption is of only a part of a series of Debt Securities, the Trustee shall select, in any manner deemed by the Trustee to be fair and appropriate, the Debt Securities or portions thereof (in multiples of $1,000 or such other authorized amounts) to be redeemed and shall notify the Corporation of the particular Debt Securities or portions thereof selected for redemption. On or prior to the date fixed for redemption specified in the notice of redemption given as provided in this Section 4.02, the Corporation will deposit with the Trustee or with any paying agent (or if the Corporation is acting as its own paying agent, segregate and hold in trust as provided in Section 6.03) an amount of money sufficient to redeem on the date fixed for redemption all the Debt Securities called for redemption at the appropriate redemption price, together with accrued interest, if any, to the date fixed for redemption. Section 4.03. In case the Corporation shall elect to redeem any Debt Securities or any portion thereof pursuant to this Article Four, it shall give notice of its election to do so by mailing written notice, first class postage prepaid, at least 30 days prior to the redemption date, to all holders of Debt Securities to be redeemed, addressed to them at their respective addresses as -15- the same shall then appear in the register of the Corporation. Any notice which shall be mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder shall receive such notice. Failure to mail such notice, or any defect in the notice mailed, to the holder of any Debt Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security. The notice to each such holder shall state such election on the part of the Corporation, the redemption date, the place of payment and redemption, the redemption price, and, in case of partial redemption of a series of Debt Securities, the particular Debt Securities of such series to be redeemed in whole or in part and, if a portion of any Debt Security is to be redeemed, the amount of such portion, and that the interest, if any, on the Debt Securities or portions thereof specified in such notice for redemption shall cease to accrue on the redemption date. Notice having been so given by mail, the Debt Securities or portions thereof so designated for redemption shall, on the redemption date specified in such notice, become due and payable at the redemption price thereof, determined as provided in the Board Resolution or supplemental indenture establishing such series; provided, however, that if the redemption date shall be the same as an interest payment date, such interest shall be payable to the holders of the Debt Securities on the applicable Record Date; and from and after the redemption date so specified (unless the Corporation shall default in the payment of the redemption price) interest, if any, on such series of Debt Securities or portions thereof shall cease to accrue and, upon presentation of the Debt Securities of such series at said place of payment and redemption in accordance with said notice, the Debt Securities of such series or portions thereof shall be paid by the Corporation at the redemption price aforesaid. If the Debt Securities of such series or portions thereof shall not be so paid upon presentation thereof, the principal and the premium, if any (and, to the extent that interest thereon shall be legally enforceable, the interest), included in such redemption price shall, until paid, bear interest from the redemption date at the rate expressed in the Debt Securities. Upon the partial redemption of any Debt Security of an authorized denomination, and upon the surrender thereof to the Trustee or any paying agent and either payment by the Trustee or any paying agent of the redemption price of the portion thereof called for redemption or the receipt by the Trustee or any paying agent of evidence satisfactory to it of the payment of such redemption price, the Trustee or any agent designated by the Trustee shall authenticate and deliver to or on the order of the registered holder of such Debt Security, without charge, a new Debt Security or Debt Securities, of the same series, of like tenor, and in an aggregate principal amount equal to the unredeemed portion of the Debt Security or Debt Securities so surrendered, each new Debt Security to be in such authorized denomination as such registered holder may elect. If a Global Security is so surrendered, such new Debt Security so issued shall be a new Global Security. Section 4.04. All Debt Securities redeemed and paid pursuant to the provisions of this Article Four shall be canceled and disposed of as provided in Section 15.05, and, except in the case of partial redemption of any Debt Security, no Debt Security shall be issued under this Indenture in lieu thereof. -16- ARTICLE FIVE SINKING FUNDS Section 5.01. The provisions of this Article Five shall be applicable to any sinking fund established in or pursuant to a Board Resolution or one or more indentures supplemental hereto for the retirement of Debt Securities of any series except as otherwise specified or contemplated by Section 2.01 for Debt Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Debt Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 5.02. Each sinking fund payment shall be applied to the redemption of Debt Securities of any series as provided for by the terms of Debt Securities of such series. Section 5.02. The Corporation (1) may deliver outstanding Debt Securities of a series (other than any previously called for redemption) that have been held by the Corporation as treasury securities and (2) may apply as a credit Debt Securities of a series which have been redeemed either at the election of the Corporation pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Debt Securities of such series required to be made pursuant to the terms of such Debt Securities as provided for by the terms of such series; provided that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. Section 5.03. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities, the Corporation will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash, and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to Section 5.02 and will also deliver to the Trustee any Debt Securities to be so credited which have not theretofore been delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Debt Securities of such series to be redeemed upon such sinking fund payment date in the manner specified in Section 4.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Corporation in the manner provided in Section 4.03. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Sections 4.02 and 4.03. -17- ARTICLE SIX PARTICULAR COVENANTS OF THE CORPORATION The Corporation hereby covenants and agrees for the benefit of each series of Debt Securities as follows: Section 6.01. The Corporation will duly and punctually pay the principal of (and premium, if any, on) each of the Debt Securities of such series, and the interest, if any, which shall have accrued thereon, at the dates and place and in the manner mentioned in such Debt Security, according to the true intent and meaning thereof. The interest, if any, on any Debt Security of such series shall be payable to the registered holder thereof as shown on the register of the Corporation and as provided in Section 2.04. When and as paid, all Debt Securities of such series shall be canceled and disposed of as provided in Section 15.05, and no Debt Securities of such series shall be issued under this Indenture in lieu thereof. Section 6.02. Until all the Debt Securities of such series shall have been paid or payment thereof provided for, the Corporation will maintain an office or agency in the Borough of Manhattan, The City of New York, or in such other jurisdiction as may be designated in writing by the Corporation, where the Debt Securities of such series may be presented for payment and for registration of transfer and exchange and where notices and demands in respect of this Indenture and of such Debt Securities may be served. The Corporation will from time to time give written notice to the Trustee of the location of such office or agency and of any change in the location of such office or agency. In case the Corporation shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the corporate trust office of the Trustee. Until otherwise designated by the Corporation in a written notice to the Trustee, such office or agency shall be the corporate trust office of the Trustee. Section 6.03. If the Corporation shall at any time act as its own paying agent, then, on or before the date on which the principal of (and premium, if any) or the interest, if any, on any of the Debt Securities of such series shall become payable, the Corporation will set apart and segregate and hold in trust for the benefit of the holders of the Debt Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest, if any, which shall have so become payable and will notify the Trustee of its action or failure to act in that regard and of any failure by the Corporation or any other obligor upon the Debt Securities of such series to make any such payment. If the Corporation shall appoint, and at the time have, a paying agent for the payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series, then, on or prior to the date on which the principal of (and premium, if any) or interest, if any, on any of the Debt Securities of such series shall become payable as aforesaid, the Corporation will pay to such paying agent a sum sufficient to pay such principal (and premium, if any) or interest, if any, to be held in trust for the benefit of the holders of the Debt Securities of such series; and, if such paying agent shall be other than the Trustee, the Corporation will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section -18- 6.03 and of Section 12.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series in trust for the benefit of the holders of the Debt Securities of such series until such sums shall be paid out to the holders of the Debt Securities of such series or otherwise as herein provided, (2) that such paying agent shall give to the Trustee notice of any default by the Corporation or any other obligor upon the Debt Securities of such series in the making of any deposit with such paying agent for the payment of principal (and premium, if any) or interest, if any, which shall have become payable and of any default by the Corporation or any other obligor upon the Debt Securities of such series in making any such payment, and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it. Anything in this Section 6.03 to the contrary notwithstanding, the Corporation may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 6.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Corporation or such paying agent. The foregoing provisions of this Section 6.03 are subject to the provisions of Sections 12.04, 12.05 and 12.06. Section 6.04. (a) After the date of the execution and delivery of this Indenture and so long as any Debt Securities shall be outstanding, the Corporation will not pledge or otherwise subject to any lien (any such pledge or lien being hereinafter referred to as a "Lien") any of its property or assets to secure indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the Corporation without thereby expressly securing the due and punctual payment of the principal of and interest on the Debt Securities equally and ratably with any and all other obligations and indebtedness secured by such Lien, so long as any such other obligations and indebtedness shall be so secured; provided, however, that this restriction shall not prohibit or otherwise restrict: (i) the Corporation from creating, incurring or suffering to exist upon any of its property or assets any Lien in favor of any subsidiary of the Corporation; (ii) the Corporation (A) from creating, incurring or suffering to exist a purchase money Lien upon any such property, assets, capital stock or indebtedness acquired by the Corporation prior to, at the time of, or within one year after (1) in the case of physical property or assets, the later of the acquisition, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (2) in the case of shares of capital stock, indebtedness or other property or assets, the acquisition of such shares of capital stock, indebtedness, property or assets, (B) from acquiring property or assets subject to Liens existing thereon at the date of acquisition thereof, whether or not the indebtedness secured by any such Lien is assumed or guaranteed by the Corporation, or (C) from creating, incurring or suffering to exist Liens upon any property of any Person, which -19- Liens exist at the time any such Person is merged with or into or consolidated with the Corporation (or becomes a subsidiary of the Corporation) or which Liens exist at the time of a sale or transfer of the properties of any such Person as an entirety or substantially as an entirety to the Corporation; (iii) the Corporation from creating, incurring or suffering to exist upon any of its property or assets Liens in favor of the United States of America or any State thereof or the District of Colombia, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute (including maintaining self-insurance or participating in any fund in connection with worker's compensation, disability benefits, unemployment insurance, old age pensions or other types of social benefits, or joining in any other provisions or benefits available to companies participating in any such arrangements); (iv) the Corporation from creating, incurring or suffering to exist upon any of its property or assets 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; (v) the Corporation from creating, incurring or suffering to exist Liens upon any real property acquired or constructed by the Corporation primarily for use in the conduct of its business; (vi) the Corporation from entering into any arrangement with any Person providing for the leasing by the Corporation of any property or assets, which property or assets have been or will be sold or transferred by the Corporation to such Person with the intention that such property or assets will be leased back to the Corporation, if the obligations in respect of such lease would not be included as liabilities on a consolidated balance sheet of the Corporation; (vii) the Corporation from creating, incurring or suffering to exist upon any of its property or assets Liens to secure non-recourse debt in connection with the Corporation engaging in any leveraged or single-investor or other lease transactions, whether (in the case of Liens on or relating to leases or groups of leases or the particular properties subject thereto) such Liens are on the particular properties subject to any leases involved in any of such transactions and/or the rental or other payments or rights under such leases or, in the case of any group of related or unrelated leases, on the properties subject to the leases comprising such group and/or on the rental or other payments or rights under such leases, or on any direct or indirect interest therein, and whether (in any case) (A) such Liens are created prior to, at the time of, or at any time after the entering into of such lease transactions and/or (B) such leases are in existence prior to, or be entered into by the Corporation at the time of or at any time after, the purchase or other acquisition by the Corporation of the properties subject to such leases; -20- (viii) the Corporation from creating, incurring or suffering to exist (A) other consensual Liens in the ordinary course of business of the Corporation that secure indebtedness that, in accordance with generally accepted accounting principles, would not be included in total liabilities as shown on the Corporation's consolidated balance sheet, or (B) Liens created by the Corporation in connection with any transaction intended by the Corporation to be a sale of property or assets of the Corporation, provided that such Liens are upon any or all of the property or assets intended to be sold, the income from such property or assets and/or the proceeds of such property or assets; (ix) the Corporation from creating, incurring or suffering to exist Liens on property or assets financed through tax-exempt municipal obligations, provided that such Liens are only on the property or assets so financed; (x) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any of the foregoing; provided, however, that any such extension, renewal or replacement shall be limited to all or a part of the property or assets (or substitutions therefor) which secured the Lien so extended, renewed or replaced (plus improvements on such property); and (xi) the Corporation from creating, incurring or suffering to exist any other Lien not otherwise permitted by any of the foregoing clauses (i) through (ix) above if the aggregate amount of all secured debt of the Corporation secured by such Liens would not exceed 10% of the excess of the Corporation's consolidated assets over the consolidated liabilities as shown on the Corporation's most recent audited consolidated financial statements in accordance with generally accepted accounting principles. (b) For the purposes of this Section 6.04, any contract by which title is retained as security (whether by lease, purchase, title retention agreement or otherwise) for the payment of a purchase price shall be deemed to be a purchase money Lien. Nothing in this Section 6.04 shall apply to any Lien of any kind upon any of the properties of any character of the Corporation existing on the date of execution and delivery of this Indenture. (c) Nothing contained in this Section 6.04 or elsewhere in this Indenture shall prevent or be deemed to prohibit the creation, assumption or guaranty by the Corporation of any indebtedness not secured by a Lien or the issuance by the Corporation of any debentures, notes or other evidences of indebtedness not secured by a Lien, whether in the ordinary course of business or otherwise. Section 6.05. On or before April 30 in each year (commencing with the first April 30 which is not less than 60 days following the first date of issuance of Debt Securities of any series under this Indenture), the Corporation will file with the Trustee a brief certificate (which need not comply with Section 15.04), signed by the principal executive officer, the principal financial officer, or the principal accounting officer of the Corporation, stating whether or not the signer has knowledge of any default by the Corporation in the performance or fulfillment of any covenant, agreement, or condition contained in this Indenture, and, if so, specifying each such -21- default of which the signer has knowledge, the nature thereof, and what action, if any, has been taken and is proposed to be taken to cure such default. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Within five days after the occurrence thereof, the Corporation will notify the Trustee in writing of any failure by the Corporation to pay any installment of interest or any principal (or premium, if any) which with the giving of notice by the Trustee would be an "event of default" within the meaning of Section 7.01 (h) hereof. Section 6.06. Anything in this Indenture to the contrary notwithstanding, the Corporation may fail or omit in any particular instance to comply with a covenant or condition set forth in Section 6.04 with respect to the Debt Securities of any series if the Corporation shall have obtained and filed with the Trustee, before or after the time for such compliance, evidence (as provided in Article Eight) of the consent of the holders of at least a majority in aggregate principal amount of such series of Debt Securities at the time outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect any obligation not so waived or impair any right consequent thereon. ARTICLE SEVEN REMEDIES OF TRUSTEE AND DEBT SECURITYHOLDERS Section 7.01. Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term "event of default" wherever used in this Indenture shall mean, with respect to a particular series of Debt Securities, one of the following described events: (a) the failure of the Corporation to pay any installment of interest on any Debt Security of such series, when and as the same shall become due and payable, which failure shall have continued unremedied for a period of 30 days; (b) the failure of the Corporation to pay the principal of (or premium, if any, on) any Debt Security of such series, when and as the same shall become payable, whether at maturity as therein expressed, by call for redemption, by declaration of acceleration of maturity thereof as authorized by this Indenture or otherwise; (c) the failure of the Corporation to make or satisfy any sinking fund payment or analogous obligation for such series, when and as the same shall become due and payable; (d) the failure of the Corporation, subject to the provisions of Section 6.06, to observe and perform any other of the covenants or agreements on the part of the Corporation with respect to such series contained in this Indenture (including any indenture supplemental hereto or any Board Resolution establishing the terms and provisions of such series), which failure shall have continued unremedied to the satisfaction of the Trustee, or without provision deemed by the Trustee to be adequate for -22- the remedying thereof having been made, for a period of 30 days after written notice shall have been given to the Corporation by the Trustee by registered or certified mail, or shall have been given to the Corporation and the Trustee by the holders of 25% or more in principal amount of the Debt Securities of such series then outstanding, specifying such failure and requiring the Corporation to remedy the same; (e) 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; (f) 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; (g) the filing by the Corporation of a petition in voluntary 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; or (h) the failure of the Corporation to pay any installment of interest, when and as the same shall become due and payable and any period of grace with respect thereto shall have expired, on any bond, debenture, note, or other evidence of indebtedness of, or assumed or guaranteed by, the Corporation, other than indebtedness which is subordinated to the Debt Securities, or the failure by the Corporation to pay the principal of any such bond, debenture, note, or other evidence of indebtedness when and as the same shall become due and payable, whether at maturity as therein expressed, by call for redemption, by declaration of acceleration of maturity thereof, or otherwise, and any period of grace with respect thereto shall have expired, unless the time for payment of such interest or principal shall have been effectively extended; provided, that, in any case, written notice of such failure of the Corporation to pay, and of the expiration of any period of grace with respect thereto, shall have been given to the Corporation by the Trustee, or shall have been given to the Corporation and the Trustee by the holders of 25% or more in principal amount of the outstanding Debt Securities of such series; -23- provided, further, that, subject to the provisions of Sections 11.02 and 11.03, the Trustee shall not be charged with knowledge of any such default unless written notice thereof shall have been given to the Trustee by the Corporation, by the holder or an agent of the holder of any such indebtedness, by the trustee then acting under any indenture or other instrument under which such default shall have occurred, or by the holders of not less than 10% in aggregate principal amount of the outstanding Debt Securities of such series. Upon receipt by a Responsible Officer of the Trustee of any notice of default pursuant to Section 7.01(d) with respect to Debt Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date in accordance with Section 8.04 of this Indenture for determining holders of Outstanding Debt Securities of such series entitled to join in such notice of default, or, if not established by the Trustee, the record date shall be established in accordance with the second sentence of Section 8.04 of this Indenture. If a record date is so established, the holders of Debt Securities of such series on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such notice of default, whether or not such holders remain holders after such record date; provided, that unless holders of at least 10% in principal amount of the Outstanding Debt Securities of such series, or their proxies, shall have joined in such notice of default prior to the day which is 60 days after such record date, such notice of default shall automatically and without further action by any holder be cancelled and of no further effect. Section 7.02. If any one or more of the above-described events of default shall happen with respect to Debt Securities of any series, then, and in each and every such case, during the continuance of any such event of default, the Trustee or the holders of 25% or more in principal amount of the Debt Securities of such series then outstanding may, and upon the written request of the holders of a majority in principal amount of the Debt Securities of such series then outstanding the Trustee shall, declare the principal of all the Debt Securities of such series (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Debt Securities) then outstanding (if not then due and payable) to be due and payable, and upon any such declaration of acceleration of the maturity thereof the same shall become and be immediately due and payable, anything in this Indenture or in the Debt Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of the Debt Securities of a series (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Debt Securities) shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Debt Securities of such series (with interest, to the extent that interest thereon shall, in the opinion of counsel satisfactory to the Trustee, be legally enforceable, on any overdue installments of interest at the rate borne by the Debt Securities of such series) and the reasonable charges, fees and expenses of the Trustee, its agents and attorneys, and all other sums payable under this Indenture with respect to such series (except the principal of the Debt Securities of such series which would not be due and payable were it not for such declaration), shall be paid by the Corporation, and every other default and event of default under this Indenture with respect to the Debt Securities of such series shall have been made good to the reasonable satisfaction of the Trustee or of the holders of a majority in principal amount of the Debt Securities of such series then outstanding, or provision deemed by the Trustee or by such holders to be adequate therefor shall have been made, then and in every such case the holders of a majority in principal amount of the -24- Debt Securities of such series then outstanding may, on behalf of the holders of all the Debt Securities of such series, waive the event of default by reason of which the principal of the Debt Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission, or annulment shall extend to or affect any subsequent default or event of default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 7.02 shall be by written notice to the Corporation, and any declaration or waiver by the holders of Debt Securities of a series pursuant to this Section 7.02 shall be by written notice to the Corporation and the Trustee. Upon receipt by the Trustee of any written declaration of acceleration, or waiver, rescission, and annulment thereof, with respect to Debt Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date for determining holders of Outstanding Debt Securities of such series entitled to join in such declaration of acceleration, or waiver, rescission, and annulment, as the case may be, in accordance with Section 8.04 of this Indenture, or, if not established by the Trustee, the record date shall be established in accordance with the second sentence of Section 8.04 of this Indenture. If a record date is so established, the holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such declaration of acceleration, or waiver, rescission, and annulment, as the case may be, whether or not such holders remain holders after such record date; provided, that unless such declaration of acceleration, or waiver, rescission, and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the day which is 60 days after such record date, such declaration of acceleration, or waiver, rescission, and annulment, as the case may be, shall automatically and without further action by any holder be cancelled and of no further effect. Section 7.03. If the Corporation shall fail for a period of 30 days to pay any installment of interest on any Debt Security of any series or shall fail to pay the principal of (or premium, if any, on) any of the Debt Securities of any series when and as the same shall become due and payable, whether at maturity, by call for redemption, pursuant to any sinking fund or analogous obligation, by declaration of acceleration of the maturity thereof as authorized by this Indenture, or otherwise, then, upon demand of the Trustee, the Corporation will pay to the Trustee for the benefit of the holders of the Debt Securities of such series then outstanding the whole amount which then shall have become due and payable on all Debt Securities of such series, with interest on the overdue principal (and premium, if any) and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by the Debt Securities of such series (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Debt Securities for interest on overdue principal thereof upon maturity, redemption, or acceleration) and reasonable compensation to the Trustee, its agents and attorneys, and any other reasonable expenses and liabilities incurred by the Trustee under this Indenture without negligence or bad faith. -25- In case the Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust or otherwise as it shall deem advisable, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Corporation or any other obligor upon such Debt Securities, and collect the moneys adjudged or decreed to be payable out of the property of the Corporation or any other obligor upon such Debt Securities, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding, subject to the payment of the expenses, disbursements, and compensation of the Trustee, its agents and attorneys, shall be for the ratable benefit of the holders of such Debt Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Debt Securities or this Indenture may be enforced by the Trustee without the possession of any of the Debt Securities and without the production of any thereof at any trial or any proceeding relative thereto. Section 7.04. The Trustee for each series of Debt Securities is hereby appointed, and each and every holder of Debt Securities of such series, by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such holder, with authority to make or file (whether or not the Corporation shall be in default in respect of the payment of the principal of (or premium, if any) or interest, if any, on any of the Debt Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Corporation or any other obligor upon such Debt Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the holders of such Debt Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Debt Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every holder of the Debt Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the holders of the Debt Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any holder of Debt Securities of such series, any plan of reorganization or readjustment of the Corporation affecting the Debt Securities of such series or the rights of any holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any holder of any Debt Securities of such series in any such proceedings. -26- Section 7.05. Any moneys collected by the Trustee under this Article Seven shall be applied by the Trustee as follows: First: To the payment of all amounts due the Trustee under this Indenture and, in particular, Section 11.01 (a) hereof. Second: To the payment of the amounts then due and unpaid upon the Debt Securities in respect of which such moneys shall have been collected, ratably and without preference or priority of any kind, according to the amounts due and payable on such Debt Securities at the date fixed by the Trustee for the distribution of such moneys, upon presentation of such Debt Securities and notation thereon of the payment, if only partially paid, and upon the surrender and cancellation thereof, if fully paid. Any surplus then remaining shall be paid to the Corporation or to such other persons as shall be entitled to receive it. Section 7.06. Upon any sale made under any writ of execution issued on any judgment for the recovery of the indebtedness evidenced by the Debt Securities of any series or recovered under this Indenture, any purchaser shall be entitled, if and to the extent permitted by law, in making settlement or payment of the purchase price of the property purchased, to present and to turn in and use any of the Debt Securities of such series then matured and unpaid, such Debt Securities being computed for that purpose at a sum equal to that which shall be payable out of the net proceeds of such sale to such purchaser as the holder thereof for his share of such net proceeds; and, if the amounts so payable in respect of such Debt Securities shall be less than the amount for which the Corporation may be liable thereon, then the receipt endorsed thereon under the direction of any person authorized to receive payment of the purchase price for the amount to be so allowed or credited thereon shall constitute partial payment and settlement and shall be conclusive proof of the amount thereof. At any such sale, any holder or holders of the Debt Securities of such series may directly, or through one or more agents, bid for and purchase the property sold for his or their own account and make payment therefor as aforesaid or otherwise and may hold, retain, and dispose of such property without further accountability. Section 7.07. If any one or more of the events of default described in Section 7.01 shall occur and be continuing with respect to any series of Debt Securities, the Trustee shall be entitled, if it shall so elect, as a matter of right, whether or not the principal of (or premium, if any, on) the Debt Securities of such series or any thereof shall have been declared or shall have become due and payable, to the appointment of a receiver of any of or all the property, interests, rights, and business of the Corporation and of the earnings, rents, issues, and profits thereof, with such powers as the court making such appointment shall confer; provided, however, that nothing in this Section 7.07 contained shall entitle the Trustee to the appointment of a receiver of any property which shall at the time be subject to the lien of any mortgage if, pursuant to the provisions of such mortgage, such property shall then be in the possession of the trustee under such mortgage or a receiver of such property shall have been appointed by a court of competent jurisdiction and the appointment of such receiver shall then be in effect. -27- Section 7.08. The holders of a majority in principal amount of the outstanding Debt Securities of any series affected thereby (each series voting as one class) at the time outstanding may direct the time, method, and place of conducting any proceeding for any remedy available with respect to such series to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee; but, subject to the provisions of Section 11.02, the Trustee shall have the right to decline to follow any such direction if a responsible officer or officers of the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders of Debt Securities of such series not joining therein, may not be lawfully taken or would involve the Trustee in personal liability. Upon receipt by the Trustee of any such direction with respect to Debt Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date in accordance with Section 8.04 of this Indenture for determining holders of Outstanding Debt Securities of such series entitled to join in such direction, or, if not established by the Trustee, the record date shall be established in accordance with the second sentence of Section 8.04 of this Indenture. If a record date is so established, the holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such holders remain holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the day which is 60 days after such record date, such direction shall automatically and without further action by any holder be cancelled and of no further effect. Section 7.09. No holder of any Debt Security of any series shall have any right to institute any action, suit, or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, unless such holder previously shall have given to the Trustee for such series written notice of the happening of one or more of the events of default herein specified, and unless also the holders of a majority in principal amount of the Debt Securities of such series then outstanding shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless also there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 30 days after receipt of such notification, request, and offer of security and indemnity, shall have neglected or refused to institute any such action, suit, or proceeding; and such notification, request, and offer of security and indemnity are hereby declared in every such case to be conditions precedent to any such action, suit, or proceeding by any holder of any Debt Securities of any series; it being understood and intended that no one or more of the holders of Debt Securities of any series shall have any right in any manner whatsoever by his or their action to enforce any right hereunder, except in the manner herein provided, and that every action, suit, or proceeding at law or in equity shall be instituted, had, and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Debt Securities of such series; provided, however, that nothing in this Indenture or in the Debt Securities contained shall affect or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on the Debt Securities to the respective holders of the Debt Securities at the respective due dates in such Debt Securities stated, or shall affect or impair the right, which is -28- also absolute and unconditional, of such holders (without their consent) to institute suit to enforce the payment thereof. Section 7.10. All parties to this Indenture and the holders of the Debt Securities agree that the court may in its discretion require, in any action, suit, or proceeding for the enforcement of any right or remedy under this Indenture, or in any action, suit, or proceeding against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit, or proceeding of an undertaking to pay the costs of such action, suit, or proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such action, suit, or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 7.10 shall not apply to any action, suit, or proceeding instituted by the Trustee, to any action, suit, or proceeding instituted by any one or more holders of Debt Securities of a series holding in the aggregate more than 10% in principal amount of the Debt Securities of such series then outstanding, or to any action, suit, or proceeding instituted by any holder of Debt Securities for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any of the Debt Securities of such series, on or after the respective due dates expressed in such Debt Securities. Section 7.11. No remedy herein conferred upon or reserved to the Trustee or to the holders of Debt Securities of any series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee or of any holder of the Debt Securities to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article Seven to the Trustee and to the holders of Debt Securities of any series, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the holders of Debt Securities of such series, as the case may be. In case the Trustee or any holder of Debt Securities of such series shall have proceeded to enforce any right under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such holder of Debt Securities, then and in every such case the Corporation, the Trustee and the holders of the Debt Securities of such series shall severally and respectively be restored to their former positions and rights hereunder and thereafter all rights, remedies, and powers of the Trustee shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated. The provisions of this Section 7.11 are subject to the provisions of Section 7.09. Section 7.12. The holders of not less than a majority in principal amount of the outstanding Debt Securities of any series may on behalf of the holders of all the outstanding Debt Securities of such series waive any past default hereunder with respect to the Debt Securities of such series and its consequences, except a default -29- (a) in the payment of the principal of (or premium, if any) or interest on any Debt Securities of such series, or (b) in respect of a covenant or provision of this Indenture which under Article Fourteen cannot be modified or amended without the consent of the holder of each outstanding Debt Security of such series affected. Upon any such waiver, such default shall cease to exist, and any event of default described in Section 7.01 arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. ARTICLE EIGHT CONCERNING THE DEBT SECURITYHOLDERS Section 8.01. Whenever in this Indenture it is provided that the holders of a specified percentage or a majority in aggregate principal amount of Debt Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent, or waiver, or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage or majority have joined therein may be evidenced (1) by any instrument or any number of instruments of similar tenor executed by Debt Securityholders in person or by an agent or proxy appointed in writing, or (2) by the record of the holders of Debt Securities voting in favor thereof at any meeting of Debt Securityholders duly called and held in accordance with the provisions of Article Nine, or (3) by a combination of such instrument or instruments and any such record of such a meeting of Debt Securityholders. Section 8.02. Subject to the provisions of Section 11.02, proof of the execution of any instrument by a Debt Securityholder or his agent or proxy and proof of the holding by any person of any of the Debt Securities shall be sufficient if made in the following manner: The fact and date of the execution by any person of any such instrument may be proved in any reasonable manner acceptable to the Trustee. The ownership of Debt Securities may be proved by the register of such Debt Securities or by a certificate of the registrar thereof. The record of any Debt Securityholders' meeting shall be proved in the manner provided in Section 9.06. Section 8.03. In determining whether the holders of the requisite principal amount of the Debt Securities of any or all series have given any direction, request, waiver, or consent under this Indenture, Debt Securities which are owned by the Corporation or by any other obligor on the Debt Securities or by any person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Corporation or any such other obligor shall be disregarded, except that for the purpose of determining whether the Trustee shall -30- be protected in relying on any such direction, request, or consent, only Debt Securities which the Trustee knows are so owned shall be disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for purposes of this Section 8.03, if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debt Securities and that the pledgee is not a person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Corporation or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon and in accordance with the advice of counsel shall be full protection to the Trustee. Section 8.04. The Corporation may set a record date in the circumstances permitted by the Trust Indenture Act for the purpose of determining the holders of Debt Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver, or other action, or to vote on any action authorized or permitted to be given or taken by holders of Debt Securities of such series. If not set by the Corporation prior to the first solicitation of a holder of Debt Securities of such series in respect of any such action, or, in the case of any such vote, prior to such vote, or if not set by the Trustee in accordance with (1) Section 7.01, upon receipt by the Trustee of any notice of default pursuant to Section 7.01(d), (2) Section 7.02, upon receipt by the Trustee of any written declaration of acceleration of maturity, or waiver, rescission, and annulment thereof, or (3) Section 7.08, upon receipt by the Trustee of any direction of the time, method and place for conducting any proceeding for any remedy available, each such notice, declaration, or direction given with respect to Debt Securities of a series all or part of which is represented by a Global Security, the record date for any such action, vote, notice, declaration, or direction shall be the 30th day (or, if later, the date of the most recent list of holders required to be provided pursuant to Section 10.03) prior to such first solicitation, vote, notice, declaration, or direction, as the case may be. With regard to any record date for action to be taken by the holders of one or more series of Debt Securities, only the holders of Debt Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. ARTICLE NINE DEBT SECURITYHOLDERS' MEETINGS Section 9.01. A meeting of Debt Securityholders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article Nine for any of the following purposes: (1) to give any notice to the Corporation or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Debt Securityholders pursuant to any of the provisions of Article Seven; (2) to remove the Trustee for any series and appoint a successor Trustee for such series pursuant to the provisions of Article Eleven; -31- (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 14.02; or (4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Debt Securities of any or all series under any other provision of this Indenture or under applicable law. Section 9.02. The Trustee may at any time call a meeting of Debt Securityholders of any or all series to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Debt Securityholders of any or all series setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Corporation, first class postage prepaid, not later than the twentieth day prior to the date fixed for such meeting, to all Debt Securityholders of the applicable series at their addresses as the same shall then appear in the register of the Corporation. Section 9.03. In case at any time the Corporation, pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debt Securities of any or all series, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Debt Securityholders of any or all series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Corporation or the holders of such Debt Securities in the amount above specified may determine the time and place for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02. Section 9.04. To be entitled to vote at any meeting of Debt Securityholders a person shall be (a) a holder of one or more Debt Securities of a series with respect to which a meeting is being held, or (b) a person appointed as a proxy by an instrument executed by such holder. The only persons who shall be entitled to be present or to speak at any meeting of Debt Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel. Section 9.05. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debt Securityholders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates, and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 8.02 and the appointment of any proxy shall be proved in the manner specified in Section 8.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank, banker, or stock exchange member firm satisfactory to the Trustee. -32- The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by Debt Securityholders as provided in Section 9.03, in which case the Corporation or the Debt Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Debt Securities represented at the meeting and entitled to vote. Subject to the provisions of Section 8.03, at any meeting each Debt Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount or such other amount established pursuant to Section 2.01 (in the case of Original Issue Discount Securities or Debt Securities denominated in a foreign currency or currencies, such principal amount to be determined as provided in the definition of "Outstanding" in Section 1.02) of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any such Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than as stated in Section 9.04. Any meeting of Debt Securityholders duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. At any meeting of Debt Securityholders, the presence of persons holding or representing Debt Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if less than a quorum be present, the persons holding or representing a majority of the Debt Securities properly represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present. Section 9.06. The vote upon any resolution submitted to any meeting of Debt Securityholders shall be by written ballots on which shall be subscribed the signatures of the holders of Debt Securities or of their representatives by proxy and the principal amount (in the case of Original Issue Discount Securities or Debt Securities denominated in a foreign currency or currencies, such principal amount to be determined as provided in the definition of "Outstanding" in Section 1.02) of the Debt Securities of the appropriate series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Debt Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Corporation and the other to the Trustee to be preserved by the Trustee. With the latter there shall also be delivered to the Trustee the ballots voted at the meeting. -33- Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 9.07. Nothing contained in this Article Nine shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Debt Securityholders of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Debt Securityholders of any or all series under any of the provisions of this Indenture or of such series of Debt Securities. ARTICLE TEN REPORTS BY THE CORPORATION AND THE TRUSTEE AND DEBT SECURITYHOLDERS' LISTS Section 10.01. The Trustee shall transmit to the holders of Debt Securities for which it serves as Trustee within 60 days after April 15 of each year commencing with the year in which Debt Securities of any series are issued under this Indenture, a brief report dated as of such April 15 that complies with Section 313(a) of the Trust Indenture Act of 1939 if required by such Section 313(a). The Trustee also shall comply with Sections 313(b)(2), 313(c) and 313(d) of the Trust Indenture Act of 1939. The Corporation will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the provisions of this Section 10.01 and of Section 10.02. Section 10.02. (a) The Corporation will file with the Trustee, within 15 days after the Corporation shall be required so to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents, and other reports which the Corporation may be required to file with the Securities and Exchange Commission pursuant to the provisions of Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may by rules and regulations prescribe); or, if the Corporation is not required to file information, documents, or reports pursuant to the provisions of either of such Sections, then the Corporation will file with the Trustee and the Securities and Exchange Commission, in accordance with rules and regulations prescribed by the Securities and Exchange Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to the provisions of Section 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations. (b) The Corporation will file with the Trustee and the Securities and Exchange Commission, in accordance with rules and regulations prescribed by the Securities and Exchange Commission, such additional information, documents, and reports with respect to compliance by the Corporation with the conditions and covenants provided for in this Indenture as may be required by such rules and regulations. -34- (c) The Corporation will transmit to the holders of Debt Securities, within 30 days after the filing thereof with the Trustee (unless some other time shall be fixed by the Securities and Exchange Commission) and in the manner and to the extent provided in subdivision (c) of Section 10.01, such summaries of any information, documents, and reports required to be filed by the Corporation pursuant to the provisions of subdivisions (a) and (b) of this Section 10.02 as may be required by rules and regulations prescribed by the Securities and Exchange Commission. Section 10.03. (a) The Corporation will furnish or cause to be furnished to the Trustee semiannually, not more than 15 days after each Record Date for a series of Debt Securities, a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of the Debt Securities of such series as of such Record Date, and at such other times as the Trustee may request in writing, within 30 days after the receipt by the Corporation of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, but so long as the Trustee is the Debt Security registrar, no such lists shall be required to be furnished. (b) The Trustee will preserve, in as current form as is reasonably practicable, all information as to the names and addresses of holders of Debt Securities so furnished to it or received by it in the capacity of paying agent or Debt Security registrar, if acting as such. The Trustee may (1) destroy any information furnished to it as provided in subdivision (a) of this Section 10.03 upon receipt of new similar information so furnished to it; and (2) destroy any information received by it as paying agent or Debt Security registrar in connection with an interest payment, upon receipt of new similar information but not until 45 days after a subsequent interest payment shall have been made. (c) Within five business days after receipt by the Trustee of a written application by any three or more holders of Debt Securities of any series stating that such holders (hereinafter in this subdivision (c) called such applicants) desire to communicate with other holders of Debt Securities of such series with respect to their rights under this Indenture or under the series of Debt Securities, and accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, and by reasonable proof that each such applicant has owned a Debt Security of such series for a period of at least six months preceding the date of such application, the Trustee will, at its election, either: (1) afford to such applicants access to all information furnished to, or received by, and preserved by, the Trustee pursuant to the provisions of this Section 10.03; or (2) inform such applicants as to the approximate number of holders of Debt Securities of such series according to the most recent information so furnished to, or received by, and preserved by, the Trustee, and as to the approximate cost of mailing to -35- such holders of Debt Securities the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to all holders of Debt Securities of the series whose names and addresses are contained in the information so furnished to, or received by, and preserved by, the Trustee copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless, within five business days after such tender, the Trustee shall mail to such applicants, and file with the Securities and Exchange Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of the Debt Securities of such series or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Securities and Exchange Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of the objections specified in the written statement so filed, or if, after the entry of an order sustaining one or more of such objections, the Securities and Exchange Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such holders of Debt Securities with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. Each and every holder of the Debt Securities, by receiving and holding the same, agrees with the Corporation, any agent and the Trustee that neither the Corporation, any agent nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Debt Securities in accordance with the provisions of this subdivision (c), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under this subdivision (c). ARTICLE ELEVEN CONCERNING THE TRUSTEE Section 11.01. The Trustee accepts the trusts created by this Indenture upon the terms and conditions hereof, including the following, to all of which the parties hereto and the holders from time to time of Debt Securities of each series, by receiving and holding the same, agree: (a) The Trustee shall be entitled to reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and such compensation, as well as the reasonable compensation of its counsel, and all other reasonable expenses incurred by the Trustee hereunder, the Corporation agrees to pay -36- promptly on demand from time to time as such services shall be rendered and as such expenses shall be incurred. In default of such payment by the Corporation, the Trustee shall have a lien therefor on any moneys held by the Trustee hereunder prior to any rights therein of the holders of the Debt Securities of any series for which it serves as Trustee. The Corporation also agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, as well as the costs and expenses of defending against any claim of liability in the premises. (b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its agents and attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (c) The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Debt Securities (except its certificate of authentication thereon, if such shall have been executed by the Trustee), all of which are made by the Corporation solely; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or of the Debt Securities (except its certificate of authentication thereon, if such shall have been executed by the Trustee), and the Trustee makes no representation with respect thereto. The Trustee shall not be accountable for the use or application by the Corporation of any series of Debt Securities, or the proceeds of any series of Debt Securities authenticated and delivered by the Trustee in conformity with the provisions of this Indenture. (d) The Trustee may consult with counsel, and, to the extent permitted by Section 11.02, the opinion or written advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted to be taken by the Trustee hereunder in good faith and in accordance with the opinion or advice of such counsel. (e) The Trustee, to the extent permitted by Section 11.02, may rely upon the certificate of the Secretary or one of the Assistant Secretaries of the Corporation as to the adoption of any Board Resolution. (f) The Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and may otherwise deal with the Corporation with the same rights it would have had if it were not Trustee hereunder. (g) Any action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any person who at the time is the holder of a Debt Security of any series shall be conclusive and binding in respect of such Debt Security upon all future holders thereof or of any Debt Security or Debt Securities which may be -37- issued for or in lieu thereof in whole or in part, whether or not such Debt Security shall have noted thereon the fact that such request or consent had been made or given. (h) Subject to the provisions of Section 11.02, the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, notice, opinion, order, request, direction, Debt Security, or other paper or document believed by it to be genuine and to have been signed or presented to it by the proper party or parties. (i) Subject to the provisions of Section 11.02, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order, or direction of any of the holders of any series of Debt Securities, pursuant to any provisions of this Indenture, unless one or more of the holders of such Debt Securities shall have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities which may be incurred by it therein or thereby. Section 11.02. If some one or more of the events of default specified in Section 7.01 shall have happened, then, during the continuance thereof, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. None of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding: (1) unless and until an event of default specified in Section 7.01 shall have happened which at the time is subsisting, (a) the Trustee shall not be liable except for the performance of such duties as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties and obligations shall be determined solely by the express provisions of this Indenture, and (b) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (2) the Trustee shall not be liable to any holder of Debt Securities or to any other person for any error of judgment made in good faith by a responsible officer or officers of -38- the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable to any holder of Debt Securities or to any other person with respect to any action taken or omitted to be taken by it in good faith, in accordance with the direction of the holders of a majority in principal amount of the Debt Securities of any series at the time outstanding (determined in accordance with the provisions of Article Eight hereof), relating to the time, method, and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it by this Indenture; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 11.03. The Trustee shall give to the holders of the Debt Securities of each series for which it serves as Trustee, in the manner and to the extent provided in subdivision (c) of Section 10.01, notice of each default with respect to such series known to the Trustee within 90 days after the occurrence thereof, unless such default shall have been cured before the giving of such notice; but, unless such default be the failure to pay the principal of (or premium, if any) or interest, if any, on any of the Debt Securities of such series when and as the same shall become payable, the Trustee shall be protected in withholding such notice, if and so long as the board of directors, the executive committee, or a trust committee of directors and/or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the holders of the Debt Securities of such series. The term "default", as used in this Section 11.03 and in Section 11.06, shall mean the happening of any event defined in Section 7.01 as an "event of default", except that, for the purposes of this Section 11.03 and Section 11.06 only, there shall be eliminated from the definition of any such event specified in paragraph (a), (c), (d), (e), or (g) of said Section 7.01 any reference to the continuance, the continuance in effect for any period of days, or the giving of written notice of any failure on the part of the Corporation or of any decree or order, referred to in such definition. Section 11.04. The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged of the trusts hereby created as to any or all series of Debt Securities for which it serves as Trustee by giving to the Corporation notice in writing and by mailing notice thereof to the holders of the Debt Securities of such series at their addresses as the same shall then appear in the register of the Corporation. Such resignation shall take effect upon the appointment by the holders of the Debt Securities of such series or by the Corporation as hereinafter provided of a successor Trustee eligible under Section 11.05 and not disqualified under Section 11.06, and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be removed with respect to any series at any time by the filing with such Trustee and the delivery to the Corporation of an instrument in writing signed by the holders of a -39- majority in principal amount of the Debt Securities of such series then outstanding, specifying such removal and the date when it shall become effective. Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services rendered hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due it hereunder. Section 11.05. There shall at all times be a Trustee under this Indenture; and such Trustee shall at all times be (i) a corporation organized and doing business under the laws of the United States of America or any State thereof, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal or State authority and which has a combined capital and surplus of not less than $5,000,000, or (ii) a corporation or other person organized and doing business under the laws of a foreign government that the Securities and Exchange Commission shall have permitted, pursuant to the Trust Indenture Act of 1939, to act as sole trustee under an indenture qualified or to be qualified pursuant thereto and which has a combined capital and surplus of not less than $5,000,000; provided that such corporation or other person (A) is authorized under such laws to exercise corporate trust powers and (B) is subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees. For the purposes of this Section 11.05, the combined capital and surplus of any such Trustee shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published by such Trustee, provided that such reports are published at least annually, pursuant to law or to the requirements of a Federal, State or foreign supervising or examining authority. Neither the Corporation nor any person directly or indirectly controlling, controlled by, or under common control with the Corporation shall serve as Trustee hereunder. If such Trustee or any successor shall at any time cease to have the qualifications prescribed in this Section 11.05, it shall promptly resign as Trustee hereunder. Section 11.06. The Trustee shall comply with Section 310(b) of the Trust Indenture Act of 1939. Section 11.07. In case at any time the Trustee shall resign with respect to one or more series of Debt Securities, or shall be removed (unless the Trustee shall be removed with respect to one or more series of Debt Securities as provided in subdivision (c) of Section 11.06, in which event the vacancy shall be filled as provided in said subdivision), or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, a successor Trustee may be appointed by the holders of a majority in principal amount of the Debt Securities of the applicable series then outstanding (each series voting as a class) by an instrument or concurrent instruments in writing signed in duplicate by such holders and filed, one original thereof with the Corporation and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the holders of Debt Securities of the applicable series as herein authorized, the Corporation by a Board Resolution (or, in case all or substantially all the assets of the Corporation shall be in the possession of one or more receivers -40- lawfully appointed, or of trustees or custodians in bankruptcy or reorganization proceedings (including a trustee or trustees or a custodian or custodians appointed under the provisions of Title 11 of the United States Code, as now constituted or as hereafter in effect), or of assignees for the benefit of creditors, such receivers, trustees, custodians, or assignees, as the case may be, by an instrument in writing), shall appoint a successor Trustee. Subject to the provisions of Sections 11.05 and 11.06, upon the appointment as aforesaid of a successor Trustee, the Trustee shall cease to be Trustee as to the applicable series of Debt Securities hereunder. After any such appointment other than by the holders of the applicable series of Debt Securities, the person making such appointment shall forthwith cause notice thereof to be mailed to the holders of the applicable series of Debt Securities at their addresses as the same then appear in the register of the Corporation; but any successor Trustee so appointed shall, immediately and without further act, be superseded by a successor Trustee appointed by the holders of the applicable series of Debt Securities in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by the Corporation, or by such receivers, trustees, custodians, or assignees. If any Trustee shall resign because of a conflict of interest as provided in subdivision (a) of Section 11.06 and a successor Trustee shall not have been appointed by the Corporation or by the holders of the applicable series of Debt Securities or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other proper case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 11.07 within three months after such appointment might have been made hereunder, the holder of any Debt Security of the applicable series or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any successor Trustee appointed hereunder shall execute, acknowledge, and deliver to its predecessor Trustee and to the Corporation, and, if applicable, to the receivers, trustees, custodians, assignees, or court appointing it, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee as to each applicable series of Debt Securities shall become effective and such successor Trustee, without any further act, deed, or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties, and obligations of such predecessor Trustee with respect to such series with like effect as if originally named as Trustee hereunder with respect to such series, and such predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys on deposit with or held by such predecessor Trustee as Trustee hereunder with respect to such series, subject, nevertheless, to the lien provided for in Section 11.01. Nevertheless, on the written request of the Corporation or of the successor Trustee or of the holders of at least 10% in principal amount of the applicable series of Debt Securities then outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee upon the trusts herein expressed all the rights, powers, and trusts of such predecessor Trustee with respect to such -41- series, and shall assign, transfer, and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee with respect to such series; and, upon request of any such successor Trustee, the Corporation shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties, and obligations. Section 11.08. Any corporation or other person into which the Trustee or any successor to it in the trusts created by this Indenture shall be merged or converted, or any corporation or other person with which it or any successor to it shall be consolidated, or any corporation or other person resulting from any merger, conversion, or consolidation to which the Trustee or any such successor to it shall be a party, or any corporation or other person to which the Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that any such corporation or other person shall be otherwise qualified and eligible under this Article Eleven. Section 11.09. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939, excluding any creditor relationship listed in Section 311(b) thereof. The Trustee, upon its resignation or removal, shall be subject to Section 311(a) of the Trust Indenture Act of 1939 as indicated therein. Section 11.10. Except as otherwise provided in Section 11.02, and subject to the provisions of Section 15.04 with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matters (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate with respect thereto signed by the Chairman, Vice Chairman, President, or one of the Vice Presidents and by the Treasurer or one of the Assistant Treasurers or by the Secretary or one of the Assistant Secretaries of the Corporation and delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered, or omitted by it under the provisions of this Indenture upon the faith thereof. ARTICLE TWELVE DEFEASANCE Section 12.01. If at any time (a) the Corporation shall have paid or caused to be paid the principal of and interest on all the Debt Securities of any series outstanding hereunder, as and when the same shall have become due and payable, or (b) the Corporation shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07 or paid), and if, in any such case, the Corporation shall also pay or cause to be paid all other sums payable hereunder by -42- the Corporation with respect to Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to Debt Securities of such series (except as to (i) rights of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Debt Securities, (iii) rights of the Debt Securityholders to receive payments of principal thereof and interest thereon from the trust fund established pursuant to Section 12.02, and remaining rights of the Debt Securityholders to receive mandatory sinking fund payments, if any, from the trust fund established pursuant to Section 12.02, (iv) the rights, obligations and immunities of the Trustee hereunder, (v) the rights of the Debt Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (vi) all other obligations of the Corporation in Sections 2.04, 2.06, 2.07, 10.03, 11.01, 11.04, 11.07 and 12.06 and (vii) the Corporation's rights pursuant to Sections 11.04, 11.07, 12.05 and 12.06), and the Trustee, on demand of the Corporation accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Corporation, shall execute proper instruments acknowledging such satisfaction and discharging of this Indenture with respect to Debt Securities of such series. The Corporation agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities of such series. Section 12.02. For purposes of Section 12.01, the Corporation shall be deemed to have paid the principal of and interest on Debt Securities of any series outstanding hereunder as and when the same shall have become due and payable, if the Company shall have irrevocably deposited or caused to be deposited in trust with the Trustee funds in cash and/or U.S. Government Obligations sufficient to provide for timely payment of principal of, premium, if any, and interest on the Debt Securities of such series to the stated maturity or redemption, as the case may be, the sufficiency of which shall be verified in a written report of a nationally recognized, independent public accounting firm acceptable to the Trustee; provided, however, that (i) in order to have money available on a payment date to pay principal or interest on the Debt Securities of such series, the U.S. Government Obligations shall be payable as to principal and interest on or before such payment date in such amounts as will provide the necessary money; and (ii) the Corporation shall obtain an Opinion of Counsel (which may be based on a ruling from, or published by, the Internal Revenue Service) to the effect that holders of Debt Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and provided further, however, that notwithstanding the foregoing, with respect to any series of Debt Securities which shall at the time be listed for trading on The New York Stock Exchange, there shall be no deposit of funds in cash and/or in U.S. Government Obligations with the Trustee to pay the principal amount, the redemption price or any installment of interest in order to discharge the Corporation's obligation in respect of any such payment if at such time the rules of The New York Stock Exchange prohibit such deposit with the Trustee. The Corporation shall provide the Trustee an Officers' Certificate stating whether such series of Debt Securities is so listed at the time of such defeasance. -43- Section 12.03. Debt Securities of a series shall be deemed to have been paid in full as between the Corporation and the respective holders (and future holders) of Debt Securities of such series upon the satisfaction and discharge of the Indenture with respect to Debt Securities of such series pursuant to Section 12.01, except that in the case of such satisfaction and discharge as a result of compliance with Section 12.02, the Debt Securities of such series shall be deemed to have been paid in full as between the Corporation and the respective holders (and future holders) of Debt Securities of such series only if (1) the deposit in trust with the Trustee by the Corporation of the funds in cash and/or U.S. Government Obligations as provided in Section 12.02 is not subsequently deemed a preference under the United States Bankruptcy Code as then in effect, (2) such defeasance does not result in a default under this Indenture and (3) the Corporation provides the Trustee an Officers' Certificate stating that the Corporation has complied with all conditions precedent to such defeasance. Section 12.04. Subject to Section 12.06, all money or U.S. Government Obligations deposited with the Trustee pursuant to Section 12.02 shall be held in trust and applied by it to the payment, either directly or through the paying agent (including the Corporation acting as its own paying agent), to the holders of the particular Debt Securities of such series for the payment or redemption of which such money or U.S. Government Obligations shall have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest. To facilitate the defeasance of Debt Securities of a series, upon receipt of any funds in cash or payment in respect of any U.S. Government Obligations deposited with it pursuant to Section 12.02 and at the written direction of the Corporation, the Trustee may invest such funds or reinvest the proceeds of such payment in U.S. Government Obligations sufficient to provide for timely payment of principal, premium, if any, and interest on the Debt Securities to the stated maturity or redemption, as the case may be. Section 12.05. In connection with the satisfaction and discharge of this Indenture with respect to Debt Securities of any series, all money or U.S. Government Obligations then held by the paying agent under the provisions of this Indenture with respect to such series of Debt Securities shall, upon demand of the Corporation, be paid or delivered to the Trustee and thereupon the paying agent, if other than the Trustee, shall be released from all further liability with respect to such money or U.S. Government Obligations. Section 12.06. After full payment of any and all amounts due and owing (i) pursuant to any provision of this Indenture and (ii) with respect to Debt Securities of a series, the Trustee and the paying agent, if other than the Trustee, shall promptly pay to the Corporation upon written request any excess money, U.S. Government Obligations or Debt Securities of such series held by them at any time. Any money or U.S. Government Obligations deposited with or paid to the Trustee or the paying agent for the payment of the principal of, premium, if any, or interest on any Debt Security of any series and not applied but remaining unclaimed for two years after the date upon which such principal, premium, if any, or interest shall become due and payable, shall, upon the written request of the Corporation and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, be repaid or delivered to the Corporation by the Trustee for such series or by the paying agent, if other than the Trustee, and the holder of the Debt Security of such series shall, unless otherwise required by -44- mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Corporation for any payment which such Debt Securityholder may be entitled to collect, and all liability of the Trustee or the paying agent, if other than the Trustee, with respect to such money or U.S. Government Obligations shall thereupon cease. ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, AND DIRECTORS Section 13.01. No recourse shall be had for the payment of the principal of (and premium, if any) or interest, if any, on any Debt Security, or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant, or agreement of this Indenture, against any incorporator, stockholder, officer, or director, as such, past, present, or future, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Debt Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, or director, as such, past, present, or future, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants, promises, or agreements contained in this Indenture or in any of the Debt Securities or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer, and director is, by the acceptance of the Debt Securities, and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Debt Securities, expressly waived and released. ARTICLE FOURTEEN SUPPLEMENTAL INDENTURES Section 14.01. The Corporation (when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposes: (a) to add to the covenants and agreements of the Corporation, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, for the protection or benefit of the holders of the Debt Securities of any or all series (and if such covenants and agreements are to be for less than all series of Debt Securities, stating that such covenants or agreements are expressly being included for the benefit of such series); (b) to evidence the succession of another corporation to the Corporation, or successive successions, and the assumption by a successor corporation of -45- the covenants and obligations of the Corporation in the Debt Securities and in this Indenture or any supplemental indenture contained; (c) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provision in regard to matters or questions arising under this Indenture which the Board of Directors of the Corporation may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Debt Securities in any material respect; (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trust hereunder by more than one trustee; (e) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 3.01; or (f) to provide for the issuance under this Indenture of Debt Securities in coupon form (including Debt Securities registrable as to principal only) and to provide for exchangeability of such Debt Securities for Debt Securities of such series issued hereunder in fully registered form and to make all appropriate changes for such purpose. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Corporation in the execution of any such supplemental indenture, and to make the further agreements and stipulations which may be therein contained. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Corporation and the Trustee without the consent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 14.02. Section 14.02. With the consent (evidenced as provided in Article Eight) of the holders of not less than 66 2/3% in aggregate principal amount of the outstanding Debt Securities of each series affected thereby, at the time outstanding, the Corporation, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holder of any Debt Security; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debt Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal (or premium, if any) thereof, or reduce the amount of principal of an Original Issue Discount Security which would be due and payable upon a declaration of acceleration of the maturity thereof, without the consent of the holder of such Debt Security, or (ii) reduce the aforesaid percentage of Debt Securities of any series, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Debt Securities -46- 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. It shall not be necessary for the consent of the holders of the Debt Securities of any series under this Section 14.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Any consent given by any holder of a Debt Security under this Section 14.02 shall be irrevocable for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such holder or by his successor in title by filing written notice of such revocation with the Trustee at its corporate trust office; provided, however, that such consent shall not be revocable after the holders of not less than 662/3% in aggregate principal amount of the Debt Securities of the series of which such Debt Security is a part at the time outstanding shall have consented to such supplemental indenture. No notation on any Debt Security of the fact of such consent shall be necessary, but any such written consent by the holder of any Debt Security shall be conclusive and binding on all future holders and owners of the same Debt Security and of all Debt Securities delivered in exchange therefor, unless revoked in the manner and during the period provided in this Section 14.02. Promptly after the execution by the Corporation and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02, the Corporation shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the holders of Debt Securities of the affected series at their addresses as the same shall then appear in the register of the Corporation. Any failure of the Corporation to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 14.03. Upon the request of the Corporation, accompanied by an Officers' Certificate and Opinion of Counsel required by Section 15.04 and by: (a) a supplemental indenture duly executed on behalf of the Corporation; (b) a copy of a Board Resolution authorizing the execution and delivery of said supplemental indenture; (c) an Opinion of Counsel, stating that said supplemental indenture complies with, and that the execution thereof is authorized or permitted by, the provisions of this Indenture; and (d) if said supplemental indenture shall be executed pursuant to Section 14.02, evidence (as provided in Article Eight) of the consent thereto of the Debt Securityholders required to consent thereto as in Section 14.02 provided, The Trustee shall join with the Corporation in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee's own rights, duties, or -47- immunities under this Indenture or otherwise or is not reasonably acceptable to the Trustee, in which case the Trustee may in its discretion, but shall not be obligated to, enter into said supplemental indenture; and, subject to the provisions of Section 11.02, the Trustee shall be fully protected in executing any such supplemental indenture and accepting any additional trusts created thereby or any modifications effected thereby of this Indenture or of the trusts created by this Indenture, in reliance upon such Board Resolution and Opinion of Counsel and (if required as aforesaid) evidence of consent of Debt Securityholders. Section 14.04. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Fourteen, this Indenture shall be and be deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights, obligations, duties, and immunities under this Indenture of the Trustee, the Corporation, and the holders of Debt Securities shall thereafter be determined, exercised, and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 14.05. Debt Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Fourteen may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation or the Trustee shall so determine, new Debt Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Corporation, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Corporation, authenticated, and delivered as hereinbefore provided in exchange for the Debt Securities of such series then outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the holders of the Debt Securities. Section 14.06. Every supplemental indenture executed pursuant to the provisions of this Article Fourteen shall conform to the requirements of the Trust Indenture Act of 1939. ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS Section 15.01. Subject to the provisions of Section 6.04, nothing contained in this Indenture or in the Debt Securities shall be deemed to prevent the consolidation or merger of the Corporation with or into any other corporation, or the merger into the Corporation of any other corporation, or the sale by the Corporation of its property and assets as, or substantially as, an entirety, or otherwise; provided, however, that (1) in case of any such consolidation or merger, the corporation resulting from such consolidation or any corporation other than the Corporation into which such merger shall be made shall succeed to and be substituted for the Corporation with the same effect as if it had been named as the Corporation herein and shall become liable and be bound for, and shall expressly assume, by indenture executed and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Debt Securities then outstanding and the performance and observance of each and every covenant and condition of this Indenture on the part of the Corporation to be performed or -48- observed, and (2) as a condition of any such sale of the property and assets of the Corporation as, or substantially as, an entirety, the corporation to which such property and assets shall be sold shall (a) expressly assume, as a part of the purchase price thereof, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Debt Securities and the performance and observance of all the covenants and conditions of this Indenture on the part of the Corporation to be performed or observed, and (b) simultaneously with the delivery to it of the conveyances or instruments of transfer of such property and assets, execute and deliver to the Trustee a proper indenture in form satisfactory to the Trustee, whereby such purchasing corporation shall so assume the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Debt Securities then outstanding and the performance and observance of each and every covenant and condition of this Indenture on the part of the Corporation to be performed or observed, to the same extent that the Corporation is bound and liable. The Corporation will not consolidate with any other corporation or accept a merger of any other corporation into the Corporation or permit the Corporation to be merged into any other corporation, or sell its properties and assets as, or substantially as, an entirety, except upon the terms and conditions set forth in this Section 15.01 and Section 6.04. Upon any consolidation or merger, or any sale of the properties and assets of the Corporation as, or substantially as, an entirety in accordance with the provisions of this Section 15.01, the corporation formed by such consolidation or into which the Corporation shall have been merged or to which such sale shall have been made shall succeed to and be substituted for the Corporation with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Corporation under this Indenture, in the name of the Corporation or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by any board or officer of the Corporation may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Corporation hereunder. Section 15.02. Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any person or corporation other than the parties hereto and the holders of the Debt Securities any right, remedy, or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise, or agreement hereof, and all covenants, conditions, stipulations, promises, and agreements in this Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the holders of the Debt Securities. Section 15.03. Whenever in this Indenture the Corporation shall be required to do or not to do anything "so long as any of the Debt Securities shall be outstanding", the Corporation, notwithstanding any such provision, shall not be required to comply with such provision if it shall be entitled to have this Indenture satisfied and discharged pursuant to the provisions hereof, although the holders of any of the Debt Securities shall have failed to present and surrender them for payment pursuant to the provisions of this Indenture. -49- Section 15.04. As evidence of compliance with the conditions precedent provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) which relate to the satisfaction and discharge of this Indenture or to any other action to be taken or omitted to be taken by the Trustee at the request or upon the application of the Corporation, the Corporation will furnish to the Trustee an Officers' Certificate, signed as provided in this Section 15.04, stating that such conditions precedent have been complied with and an Opinion of Counsel stating that in his opinion such conditions precedent have been complied with. Unless herein otherwise expressly provided, any order, notice, request, certificate, or statement of the Corporation required or permitted to be filed with the Trustee, or to be made or given under any provision hereof, shall be sufficient if it shall have been signed by the Chairman, Vice Chairman, President, or one of the Vice Presidents and by the Treasurer or one of the Assistant Treasurers or the Secretary or one of the Assistant Secretaries of the Corporation. In any case in which it is provided herein that an Opinion of Counsel shall or may be furnished to the Trustee, the counsel rendering such opinion may be counsel for the Corporation. Each Officers' Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such condition or covenant, (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with, and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Notwithstanding any provision of this Indenture authorizing the Trustee conclusively to rely upon any certificates or opinions, the Trustee, before granting any application by the Corporation to take or refrain from taking any other action in reliance thereon, may, but shall not be obligated to, require any further evidence or make any further investigation as to the facts or matters stated therein which it may, in good faith, deem reasonable in the circumstances, and in connection therewith the Trustee may examine or cause to be examined the pertinent books, records, and premises of the Corporation or of any subsidiary; and the Trustee shall, in any such case, require such further evidence or make such further investigation as may be requested by the holders of a majority in principal amount of the Debt Securities of all series (each series voting as a class) affected thereby then outstanding; provided, that, if payment to the Trustee of the costs, expenses, and liabilities likely to be incurred by it in making such investigation is not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee before making such investigation may require reasonable indemnity against such costs, expenses, or liabilities. Any further evidence which may be requested by the Trustee pursuant to any of the provisions of this paragraph shall be furnished by the Corporation at its own expense; and any costs, expenses, and liabilities incurred by the Trustee pursuant to -50- any of the provisions of this paragraph shall be paid by the Corporation, or, if paid by the Trustee, shall be repaid by the Corporation, upon demand, with interest at the rate of 6% per annum, and, until such repayment, shall be secured by a lien on any moneys held by the Trustee hereunder prior to any rights therein of the holders of Debt Securities. Section 15.05. All Debt Securities paid, exchanged, surrendered for registration of transfer, or otherwise retired shall, if surrendered to the Corporation or to any paying agent, be delivered to the Trustee for cancellation and shall be canceled by it or, if surrendered to the Trustee, shall be canceled by it, and, except as otherwise provided in Article Two, Section 4.03 and Section 14.05, no Debt Securities shall be issued under this Indenture in lieu thereof. The Trustee shall make appropriate notations in its records in respect of all such Debt Securities and shall deliver the canceled Debt Securities to or on the order of the Corporation or shall dispose of such Debt Securities as directed by the Corporation and deliver a certificate of such disposition to the Corporation. If the Corporation shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation. Section 15.06. If any provision of this Indenture limits, qualifies, or conflicts with the duties imposed by operation of subsection (c) of Section 318 of the Trust Indenture Act of 1939, the imposed duties shall control. The provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 that impose duties on any person (including provisions automatically deemed included in an indenture unless the indenture provides that such provisions are excluded) are a part of and govern this Indenture. Section 15.07. Any notice or demand authorized by this Indenture to be served on or given to the Corporation shall be sufficiently served or given for all purposes if it shall be sent by registered mail to the Corporation addressed to it at 1211 Avenue of the Americas, New York, NY 10036, or at such other address as may have been furnished in writing to the Trustee by the Corporation. Any notice or demand authorized by this Indenture to be served on or given to the Trustee shall be sufficiently served or given for all purposes if it shall be sent by registered mail to the Trustee addressed to it at the corporate trust office of the Trustee, or at such other address as may have been furnished in writing to the Corporation by the Trustee. Any notice required or permitted to be mailed to a Debt Securityholder by the Corporation or the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being deposited first class postage prepaid, in a post office letter box in the United States addressed to such Debt Securityholder at the address of such holder as shown in the Debt Security register. In case, by reason of the suspension of or irregularities in regular mail service, it shall be impractical to mail notice of any event to Debt Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. -51- Section 15.08. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section 15.09. This Indenture and each Debt Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State. -52- EX-5 5 OPINION OF SCHULTE ROTH & ZABEL LLP (212) 756-2000 wwwmail@srz.com September 24, 1998 The CIT Group, Inc. 1211 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: We are special counsel to The CIT Group, Inc., a Delaware corporation (the "Corporation"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") of the Corporation covering $4,000,000,000 aggregate principal amount of the Corporation's senior/senior subordinated debt securities (the "Debt Securities"), which is being filed with the Securities and Exchange Commission (the "Commission") on the date hereof, relating to the issuance from and after the date hereof of up to $4,000,000,000 in aggregate principal amount of the Debt Securities pursuant to the forms of indentures (each, an "Indenture") filed as Exhibits 4.2a and 4.2b to the Registration Statement. In this capacity, we have examined a signed copy of the Registration Statement and originals, telecopies or copies, certified or otherwise identified to our satisfaction, of such records of the Corporation and all such agreements, certificates of public officials, certificates of officers or representatives of the Corporation and others, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for this opinion. As to all matters of fact (including, without limitation, matters of fact set forth in this opinion), we have relied upon and assumed the accuracy of statements and representations of officers and other representatives of the Corporation and others. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons signing or delivering any instrument, the authority of all persons signing the Registration Statement, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that each Indenture will be duly authorized, executed and delivered by the trustee party thereto and will constitute a valid and binding agreement of such trustee and will be executed by the Corporation in the forms attached as Exhibits 4.2a and 4.2b to the Registration Statement. We are attorneys admitted to practice in the State of New York and the opinion set forth below is limited to the laws of the State of New York and the Delaware General Corporation Law. Paul N. Roth, a member of this firm, is a director of the Corporation. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of the opinion that the Debt Securities have been duly authorized and, when duly executed by the Corporation and authenticated in accordance with the terms of an Indenture and issued and delivered in accordance with the terms of such Indenture against payment therefor as contemplated by the Registration Statement, will constitute valid and binding obligations of the Corporation. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm appearing under the heading "Legal Opinions" in the Registration Statement and the Prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Commission thereunder. Very truly yours, 2 EX-23.1 6 INDEPENDENT AUDITOR'S CONSENT Exhibit 23.1 Independent Auditors' Consent The Board of Directors The CIT Group, Inc.: We consent to the use of our report dated January 28, 1998, relating to the consolidated balance sheets of The CIT Group, Inc., and subsidiaries as of December 31, 1997 and 1996, 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, 1997, incorporated by reference in this Registration Statement on Form S-3 of The CIT Group, Inc., which report appears in the December 31, 1997 Annual Report on Form 10-K of the CIT Group, Inc., and to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG Peat Marwick LLP Short Hills, New Jersey September 24, 1998 EX-24.1 7 POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /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, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /s/ Yoshiro Aoki --------------------------- Yoshiro Aoki POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /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, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /s/ Takasuke Kaneko --------------------------- Takasuke Kaneko POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /s/ Hisao Kobayashi --------------------------- Hisao Kobayashi POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /s/ Joseph A. Pollicino --------------------------- Joseph A. Pollicino POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /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, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /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, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /s/ Tohru Tonoike --------------------------- Tohru Tonoike POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of debt securities under said Act of $4,000,000,000 aggregate principal amount, or if issued at an original issue discount, such greater principal amount as shall result in an aggregate initial public offering price of $4,000,000,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for him and in his name, place, and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto (including post-effective amendments), 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 18th day of September, 1998. /s/ Alan F. White --------------------------- Alan F. White EX-24.2 8 CERTIFIED RESOLUTIONS THE CIT GROUP, INC. CERTIFIED RESOLUTIONS I, Anne Beroza, hereby certify that I am the Assistant Secretary and the 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 meetings of the Board of Directors of THE CIT GROUP, INC. held on May 27, and September 23, 1998, as indicated, and that the same have not been revoked, annulled or amended in any manner whatsoever: Certain Preambles and Resolutions from Board Meeting on May 27, 1998 -------------------------------------------------------------------- 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 debt 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 unsold amount of $4.168 billion, of which $3.368 billion is registered and unsold under the Corporation's existing medium term note program, and the Corporation desires to authorize the offering, sale and issuance of an additional $3.0 billion in such debt securities; NOW, THEREFORE, BE IT: RESOLVED, that the Corporation hereby authorizes the addition of $3.0 billion to the amounts of debt securities already registered, for the offer, issue and sale from time to time up to $7.168 billion 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 $7.168 billion (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; and 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 (the "Registration Statement") for the registration under the Securities Act of any or all of the Debt Securities under Rule 415 under the Securities Act; and RESOLVED FURTHER, that each of Albert R. Gamper, Jr., Ernest D. Stein, Anne Beroza with full power to act with or without the others is hereby authorized to sign the Registration Statement 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, 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, each of Albert R. Gamper, Jr., Ernest D. Stein, and Anne Beroza be, and with full power to act without the other 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 from the form attached hereto as he 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 agents 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 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; Certain Preambles and Resolutions from Board Meeting on September 23, 1998 -------------------------------------------------------------------------- WHEREAS, the Board of Directors at its meeting on May 27, 1998 by resolution authorized and approved the filing of a $3 billion registration statement of Form S-3 and the issuance of such debt securities pursuant to the Corporation's medium term note program; WHEREAS, the Corporation desires to increase the amount of debt securities authorized pursuant to this resolution; NOW THEREFORE, BE IT: RESOLVED, that the resolutions of the Corporation approved at the meeting of the Board of Directors on May 27, 1998 relating to the Corporation's medium term note program are hereby amended to authorize the issuance of up to $4 billion of debt securities in addition to the amounts of debt securities registered and unsold under the Corporation's existing medium term note program, an increase of $1 billion over $3 billion authorized in the original resolutions approved by the Board of Directors on May 27, 1998; RESOLVED FURTHER, that in all other respects the resolutions approved at the meeting of the Board of Directors on May 27, 1998 are ratified and reaffirmed; 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 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 24th day of September, 1998. [SEAL] /s/ Anne Beroza ---------------------------- Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----