FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE

           First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2009, among CIT Group Funding Company of Delaware LLC, a Delaware limited liability company (the “Issuer”), CIT Group Inc. as guarantor, the entities listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”), and The Bank of New York Mellon (successor in interest to Bank One Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of May 31, 2005 (the “Indenture”), providing for the issuance of 4.65% Senior Notes due July 1, 2010 and 5.20% Senior Notes due June 1, 2015 (collectively, the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Issuer may execute and deliver to the Trustee a supplemental indenture;

          WHEREAS, pursuant to Section 12.1 of the Indenture, which does not require the consent of the Holders, the Subsidiary Guarantors desire to enter into this Supplemental Indenture pursuant to which the Subsidiary Guarantors shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and the Notes (the “Guaranteed Notes”) on the terms and conditions set forth herein;

          WHEREAS, the Subsidiary Guarantors’ obligations under the guarantees of the Guaranteed Notes will be subordinated to their respective senior indebtedness; and

          WHEREAS, pursuant to Section 12.3 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Guaranteed Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, except as set forth below:

          (a) “Subsidiaries Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

          (b) “Note Guarantee” means the Subsidiaries Guarantee by each Subsidiary Guarantor of the Issuer’s obligations under this Supplemental Indenture and the Guaranteed Notes, executed pursuant to the provisions of this Supplemental Indenture.

          (c) “Senior Indebtedness” means, with respect to the Guaranteed Notes or any Note Guarantee, all Subsidiary Indebtedness of the Subsidiary Guarantor outstanding at any time, except (a) the Guaranteed Notes, (b) Subsidiary Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Subsidiary Indebtedness is subordinated to the Guaranteed Notes, or ranks pari passu with the Guaranteed Notes that are subordinated to the Guaranteed Notes, (c) Subsidiary Indebtedness of the Subsidiary Guarantor to an Affiliate of the Subsidiary Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Subsidiary Guarantor referred to in Sections 5.1(6) and 5.1(7) unless such interest is an allowed claim enforceable against the Subsidiary Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) any Subsidiary Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Subsidiary Indebtedness. The term “Subsidiary Indebtedness,” when used in the definition of the term “Senior Indebtedness,” means all obligations which, in accordance with generally accepted accounting principles, should be classified as liabilities on a balance sheet.

          2. Guarantee. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article 15 as follows:

ARTICLE 15

SUBSIDIARY NOTE GUARANTEES

          Section 15.1. Subsidiary Guarantee

          (a) Subject to this Article 15, each of the Subsidiary Guarantors hereby, as primary obligor and not merely as surety, jointly and severally, fully and unconditionally guarantees to each Holder of the Guaranteed Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Notes or the obligations of the Issuer hereunder or thereunder, that:

          Notwithstanding any other provision of this Indenture, the maximum aggregate liability of each Subsidiary Guarantor under this Note Guarantee shall not exceed fifty thousand United States dollars (U.S. $50,000) (the “Guaranteed Amount”).

          Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Subsidiary Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Note Guarantee.

          (b) The Subsidiary Guarantors hereby agree that (to the fullest extent permitted by law) their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants (except as otherwise provided in Section 15.4 hereof) that the Note Guarantee will not be discharged except by complete performance of the monetary obligations contained in the Guaranteed Notes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

          (d) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees (to the fullest extent permitted by law) that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 of this Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 5 of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors will have the right to seek contribution from the Issuer or any non-paying

Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          Section 15.2. Limitation on Subsidiary Guarantor Liability

          Each Subsidiary Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy Code as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 15, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent transfer or fraudulent conveyance under applicable law. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee, and the waiver set forth in Section 15.2(b), are knowingly made in contemplation of such benefits.

          Section 15.3. Delivery of Note Guarantee

          Neither the Issuer nor any Subsidiary Guarantor shall be required to make a notation on the Guaranteed Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

          Section 15.4. Releases

          The Note Guarantee of a Subsidiary Guarantor will be released:

          Upon any such occurrence specified in this Section 15.4, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee.

          Any Subsidiary Guarantor not released from its obligations under its Note Guarantee as provided in this Section 15.4 will remain liable for the principal, if any, of and interest and premium on the Guaranteed Notes and for the other obligations of any Subsidiary Guarantor up to the Guaranteed Amount under this Indenture as provided in this Article 15.

          3. Subordination. The Indenture as it relates to the Guaranteed Notes only is hereby amended to add Article 16 as follows:

ARTICLE 16

SUBORDINATION OF SECURITIES

          Section 16.1 Agreement to Subordinate.

          Each Subsidiary Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of Guaranteed Notes issued under this Indenture and any indenture supplemental thereto by such Holder’s acceptance thereof likewise covenants and agrees, that all Guaranteed Notes issued pursuant to this Indenture shall be subject to the provisions of this Article 16; and each Holder of a Guaranteed Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

          The payment by each Subsidiary Guarantor of the Note Guarantees on all Guaranteed Notes issued under this Indenture shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all such Subsidiary Guarantor’s obligations with respect to the Senior Indebtedness with respect to such series, whether outstanding at the date of this Indenture or thereafter incurred.

          Section 16.2 Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Subsidiary Guarantor in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in either case, no payment shall be made by any Subsidiary Guarantor with respect to the Note Guarantee on the Guaranteed Notes until such Subsidiary Guarantor’s obligations with respect to the Senior Indebtedness are paid in full.

          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 16.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the

Holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the Holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 120 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the Holders of such Senior Indebtedness.

          Section 16.3 Liquidation; Dissolution; Bankruptcy.

          Upon any payment by any Subsidiary Guarantor or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness shall first be paid in full, payment thereof shall have been provided for in money in accordance with its terms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by such Subsidiary Guarantor on account of any Note Guarantee on the Guaranteed Notes; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding,