THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AND GUARANTY
AGREEMENT
THIS THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
(this “Amendment” ) is dated as of
September 30, 2009 and is entered into by and among CIT
GROUP INC. , a Delaware corporation (
“Company” ), CERTAIN SUBSIDIARIES OF
COMPANY listed on the signature pages hereto, BARCLAYS BANK
PLC , as Administrative Agent ( “Administrative
Agent” ) and the Requisite Lenders listed on the
signature pages hereto and is made with reference to that certain
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT , dated
as of July 29, 2009 (as amended through the date hereof, the
“Credit Agreement” ), by and among Company, the
subsidiaries of Company named therein, the Lenders, the
Administrative Agent, the Collateral Agent and the other Agents
named therein. Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit
Agreement after giving effect to this Amendment.
WHEREAS,
the Credit Parties have requested that the Requisite Lenders agree
to amend certain provisions of the Credit Agreement as provided for
herein; and
WHEREAS,
subject to certain conditions, the Requisite Lenders are willing to
agree to such amendments relating to the Credit
Agreement.
NOW,
THEREFORE , in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties
hereto agree as follows:
SECTION I.
AMENDMENT TO CREDIT AGREEMENT
1.1
Amendment to Section 6.1
A.
Section 6.1 of the Credit Agreement is hereby amended by
deleting “and” at the end of clause (t), deleting the
period and inserting “; and” at the end of clause (u),
and inserting a new clause (v) to read as follows:
“(v) unsecured
guaranties by any Restricted Subsidiary of Indebtedness of Company
in an aggregate principal amount for all Restricted Subsidiaries
not to exceed $25,000,000; provided , that such guaranties
shall be subordinated to the payment in full of the Obligations
pursuant to subordination provisions customary (in the reasonable
determination of the Company) for intercompany
obligations.”
SECTION II.
CONDITION TO EFFECTIVENESS
This Amendment
shall become effective as of the date hereof only upon the receipt
by the Administrative Agent of (the date of satisfaction of such
condition being referred to herein as
the
“Amendment Effective Date” ) a duly executed
counterpart signature page of this Amendment by Company, each of
Company’s Restricted Subsidiaries listed on the signature
pages hereto, and the Requisite Lenders.
SECTION III.
REPRESENTATIONS AND WARRANTIES
In order to induce
Lenders to enter into this Amendment and to amend the Credit
Agreement in the manner provided herein, each Credit Party which is
a party hereto represents and warrants to each Lender that the
following statements are true and correct in all material
respects:
A. Corporate Power and Authority. Each Credit Party has
all requisite power and authority to enter into this Amendment and
to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this
Amendment (the “Amended Credit Agreement” ) and
the other Credit Documents.
B. Authorization. The execution and delivery of this
Amendment and the performance of the Amended Credit Agreement and
the other Credit Documents have been duly authorized by all
necessary action on the part of each Credit Party.
C. No
Conflict. The execution and delivery by each Credit Party of
this Amendment and the performance by each Credit Party of the
Amended Credit Agreement and the other Credit Documents do not and
will not (a) violate any provision of any law or any
governmental rule or regulation applicable to Company or any of its
Restricted Subsidiaries, any of the Organizational Documents of
Company or any of its Restricted Subsidiaries, or any order,
judgment or decree of any court or other agency of government
binding on Company or any of its Restricted Subsidiaries,
(b) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Restricted
Subsidiaries, (c) result in or require the creation or
imposition of any Lien upon any of the properties or assets of
Company or any of its Restricted Subsidiaries (other than any Liens
permitted under the Amended Credit Agreement or created under any
of the Credit Documents in favor of Collateral Agent, on behalf of
Secured Parties), (d) result in any default, noncompliance,
suspension, revocation, impairment, forfeiture or nonrenewal of any
permit, license, authorization or approval applicable to its
operations or any of its properties or (e) require any
approval of stockholders, members or partners or any approval or
consent of any Person under any Contractual Obligation of Company
or any of its Restricted Subsidiaries, except for such approvals or
consents which will be obtained on or before the Amendment
Effective Date and disclosed in writing to Lenders.
D. Governmental Consents. The execution and delivery by
each Credit Party of this Amendment and the performance by each
Credit Party of the Amended Credit Agreement and the other Credit
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