CIT GROUP INC. 10,000,000 Shares of 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C Underwriting Agreement

Exhibit 1.1

CIT GROUP INC.

10,000,000 Shares of 8.75% Non-Cumulative
Perpetual Convertible Preferred Stock, Series C

Underwriting Agreement

April 21, 2008

Ladies and Gentlemen:

CIT Group Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 10,000,000 shares (the “Initial Securities”) of the Company’s 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C, par value $0.01 and liquidation preference $50 per share (the “Preferred Stock”), convertible into shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. In addition, the Company proposes to sell to the Underwriters up to an additional 1,500,000 shares of the Company’s 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C (the “Option Securities”) with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof, solely to cover over-allotments. The Initial Securities to be purchased by the Underwriters and all or any part of the Option Securities are hereinafter called, collectively, the “Securities.”

To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof.

                     1.  Representations and Warranties . The Company represents and warrants to each Underwriter as of the date hereof, as of the Closing Date referred to in Section 3 hereof and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, as set forth below in this Section 1.

                    (a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement (as defined in Rule 405) (File number 333-131159) on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, became effective upon filing. The Company has filed with the Commission, pursuant to Rule 424(b), the Preliminary Prospectus relating to the Securities, which has previously been furnished to you. The Company will file with the Commission the Final Prospectus relating to the Securities in accordance with Rule 424(b). As filed, the Final Prospectus shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x).

                    (b) (i) On each Effective Date, the Registration Statement did, (ii) at the Applicable Time, the Preliminary Prospectus filed pursuant to Rule 424(b) did, and (iii) when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final

2

Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on each Effective Date and at the Applicable Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of its date and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

                    (c) At the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

                    (d) The documents incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement, when they were filed with the Commission, conformed in all material respects to the requirements of the Act or the Exchange Act and the respective rules thereunder, as applicable, and none of the documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any further documents so filed and incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement or any further amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

                    (e) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Applicable Time, the Company was a “well-known seasoned issuer” as defined in Rule 405.

3

The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

                    (f) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Applicable Time, the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

                    (g) Each Issuer Free Writing Prospectus, including, without limitation, the final term sheet prepared and filed pursuant to Section 5(b) hereto, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

                    (h) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as otherwise noted in such statements or schedules). The selected financial data set forth under the caption “Selected Consolidated Financial Information of CIT Group Inc.” in the Disclosure Package and the Final Prospectus fairly present, on the basis stated in the Disclosure Package and the Final Prospectus, the information included therein.

                    (i) All of the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.

                    (j) The Securities have been duly and validly authorized for issuance and sale, and, when they are issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and fully paid and non-assessable; the issuance of such Securities will not be subject to any preemptive or similar rights of any securityholder of the Company; the Securities conform to the description thereof contained in the Disclosure Package and the Final Prospectus.

4

                    (k) The Common Stock conforms in all material respects to all statements relating thereto contained or incorporated by reference in the Disclosure Package and the Final Prospectus. The shares of Common Stock issuable upon conversion of the Securities have been duly and validly authorized and reserved for issuance, and such shares of Common Stock, when issued upon such conversion, will be validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus; and the issuance of such shares of Common Stock upon such conversion will not be subject to any preemptive or similar rights of any securityholder of the Company.

                    (l) Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) under the Act (each, an “Affiliate”), has taken, nor will the Company or any Affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

                    Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company as to matters covered thereby, to each Underwriter.

                    2.  Purchase and Sale . (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price of $48.50 per share of Security, the respective shares of Securities set forth opposite such Underwriter’s name in Schedule I hereto.

          (b) In addition, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an additional 1,500,000 shares of Securities at $48.50 per share of Security. The option hereby granted will be solely to cover over-allotments, will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full Business Days after the exercise of said option unless otherwise agreed in writing by the parties hereto, nor in any event prior to the Closing Date.

                    3.  Delivery and Payment . Delivery of and payment for the Initial Securities shall be made on April 25, 2008 at 10:00 a.m. at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and

5

time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).

          In addition, in the event that any or all of the Option Securities are purchased by the several Underwriters, delivery of and payment for the Option Securities shall be made on the Date of Delivery as specified in the notice from the Representatives to the Company.

          Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

                    4.  Offering by Underwriters . It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

                    5.  Agreements . The Company agrees with the several Underwriters as follows:

                    (a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, suspension or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such suspension or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

6

                    (b) Upon the request of the Underwriters, to prepare a final term sheet, substantially in the form of Exhibit A hereto, containing solely a description of the Securities and the offering thereof, in a final form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

                    (c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

                    (d) If at any time when the Final Prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made at such time, not misleading, or if it should be necessary to amend the Registration Statement, the Company will file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with the delivery of the Final Prospectus, the Company will promptly (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the requirements of paragraph (a) of this Section 5, an amendment or supplement or new registration statement that will correct such statement or omission or effect such compliance; (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus; and (iv) supply any supplemented or amended Final Prospectus to the several Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.

                    (e) The Company will file such reports pursuant to the Exchange Act and the rules and regulations thereunder, as are necessary in order to make generally available to its security holders as soon as practicable an earning statement within the meaning of Rule 158 under the Act for the purposes of, and to provide the benefits contemplated by the last paragraph of Section 11(a) of the Act.

                    (f) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may

7

reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

                    (g) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate upon consultation with the Company, will maintain such qualifications in effect so long as required for the sale of the Securities and will pay any fee of the Financial Industry Regulatory Authority, Inc., in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

                    (h) The Company represents and agrees that, unless it has obtained or will obtain the prior consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a Free Writing Prospectus that contains information in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior consent of the parties hereto shall be deemed to have been given in respect of any Free Writing Prospectus included in Schedule II hereto. Any such free writing prospectus that the parties hereto have agreed to use, prior to the use thereof, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and it has complied and will comply, as the case may be, with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated by Section 5(b).

                    (i) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction of the Preliminary Prospectus and the Final Prospectus and each amendment or supplement to either of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Preliminary Prospectus and the Final Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, issuance and delivery of the Securities and the Common Stock issuable upon conversion of the Securities and the fees of the transfer agent; (iv) any stamp or transfer taxes in connection with the original issuance and sale of the Securities and the Common Stock issuable upon conversion of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the

8

Securities for offer and sale under the securities or blue sky laws of the several states, and any other jurisdictions as the Representatives may designate pursuant to Section 5(g) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification), provided that the Company shall not be responsible for the fees and disbursements of more than one law firm (other than local counsel) for all the Underwriters in connection with the transactions contemplated by this clause (vi), including the preparation of a blue sky memorandum; (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the accountants for the Company and the fees and expenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder. It is understood, however, that, except as provided in this Section 5 and Sections 7 and 8 of this Agreement, the Underwriters will pay all of their own costs and expenses, including the costs and expenses of their counsel.

                    (j) During a period of 90 days (the “Restricted Period”) after the date of the Preliminary Prospectus, the Company will not, without the prior written consent of J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Lehman Brothers Inc., directly or indirectly (i) pledge, sell, or contract to sell, grant any option for the sale of, hedge or otherwise dispose of any shares of Common Stock or Preferred Stock, (ii) sell any option or contract to purchase any shares of Common Stock or Preferred Stock, (iii) purchase any option or contract to sell any shares of Common Stock or Preferred Stock, (iv) grant any option or contract to sell any shares of Common Stock or Preferred Stock, (v) file a registration statement for any shares of Common Stock or Preferred Stock or (vi) lend, enter into any swap or other agreement that disposes of or transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Preferred Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. All of the foregoing sentences in this Section 5(j) apply to shares of Common Stock, Preferred Stock and to securities convertible into or exchangeable or exercisable for or repayable with shares of Common Stock or Preferred Stock, but do not apply to (A) the Securities to be sold hereunder, (B) the shares of Common Stock issuable upon conversion of the Securities, (C) shares of Common Stock issued by the Company upon exercise of options or warrants outstanding on the date of this Agreement, (D) the issuance of any Common Stock or options pursuant to employee benefit plans existing on the date hereof, (E) the issuance of Common Stock in a proposed simultaneous offering, (F) the issuance of up to $8 million worth of Common Stock for the Company to declare dividends on the Company’s Series A Preferred Stock or Series B Preferred Stock as defined in the certificates of designations (the “Certificates of Designations”) of the Company’s 6.350% Non-Cumulative Preferred Stock, Series A and 5.189% Non-Cumulative Preferred Stock, Series B, as a result of a restriction on the Company’s ability to declare and pay dividends (as set forth in Section 5 of the Certificates of Designations) that either (x) exists or (y) is reasonably expected to exist on the

9

next succeeding Dividend Payment Date (as defined in the Certificates of Designations) or (G) the issuance of up to $23 million worth of Common Stock for the Company to pay interest on the Company’s 6.10% Junior Subordinated Notes due March 15, 2017, as a result of a Trigger Event (as defined in the first supplemental indenture dated as of January 31, 2007(the “First Supplemental Indenture”)) that either (x) exists or (y) is reasonably expected to exist on the next succeeding Interest Payment Date (as defined in the First Supplemental Indenture).

                    (k) The Company will use its best efforts to have the Securities and the shares of Common Stock issuable upon conversion of the Securities listed on the New York Stock Exchange (the “NYSE”), including, but not limited to, a filing of a supplemental listing application with the NYSE.

                    6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the Applicable Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

                    (a) The Final Prospectus, and any supplement thereto, has been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

                    (b) The Company shall have requested and caused each of Shearman & Sterling LLP and Wachtell, Lipton, Rosen & Katz, counsel for the Company, to furnish to the Representatives an opinion, dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibits B1 and B2 hereto, respectively.

                    (c) The Company shall have requested and caused Eric Mandelbaum, Deputy General Counsel of the Company, to furnish to the Representatives an opinion, dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit C hereto and subject to usual and customary qualifications, limitations and assumptions.

                    (d) The Representatives shall have received from each of (i) Wilmer Cutler Pickering Hale and Dorr LLP and (ii) Davis Polk & Wardwell, counsel to the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the

10

Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

                    (e) The Company shall have furnished to the Representatives a certificate, signed by the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, the Disclosure Package and any amendments or supplements thereto and this Agreement and that:

                    (f) On the date hereof, the Company shall have requested and caused PricewaterhouseCoopers LLP to furnish to the Representatives a letter dated the date hereof, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company and its subsidiaries included or incorporated by reference in the Disclosure Package and the Final Prospectus.

                    (g) On the Closing Date, the Company shall have requested and caused PricewaterhouseCoopers LLP to furnish to the Representatives a letter dated the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 6(f) hereof, except that the specified date referred to shall be a date not more than three Business Days prior to the Closing Date.

                    (h) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the

11

Disclosure Package (exclusive of any supplement thereto) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease in the amounts specified in the letter referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

                    (i) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

                    (j) The “lock-up” agreements, each substantially in the form of Exhibit D hereto, between you and executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock, Preferred Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date.

                    (k) In the event that the several Underwriters exercise the option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

12