FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

     THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of December 10, 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, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) and the Requisite Lenders listed on the signature pages hereto and is made with reference to that certain SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of October 28, 2009 (the “Credit Agreement”), by and among Company, the subsidiaries of Company named therein, the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent. 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.

RECITALS

     WHEREAS, the Credit Parties have requested that the Requisite Lenders agree to amend certain provisions of the Credit Agreement and the other matters set forth herein, 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 and the other matters set forth herein.

     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 Amendments to Section 1.1

     A. Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate place to preserve the alphabetical order of the definitions in Section 1.1:

     ““CIT Australia Bonds” means (i) the Medium Term Note Programme Issue of A$150,000,000 6.0% fixed rate notes due March 3, 2011, issued by CIT Group (Australia) Limited on March 3, 2006 and guaranteed by Company, and (ii) the Medium Term Note Programme Issue of A$150,000,000 floating rate notes due March 3, 2011, issued by CIT Group (Australia) Limited on March 3, 2006 and guaranteed by Company.”

     ““CIT China Facility” means that certain Revolving Facility Agreement having commitments in an aggregate principal amount of up to RMB 3,000,000,000, dated September 24, 2007, among CIT China, as borrower, Citibank (China) Co., Ltd. Shanghai Branch, as bookrunner, Citibank (China) Co., Ltd. Shanghai Branch and Standard Chartered Bank (China) Limited, Shanghai Branch, as mandated lead arrangers, Citibank (China) Co., Ltd. Shanghai Branch, as facility agent, and the financial institutions party thereto as lenders, as amended, supplemented, modified, renewed, refunded, replaced or refinanced in whole or in part from time

to time, so long as the aggregate amount of commitments at any time outstanding thereunder is not increased in connection therewith.”

     ““CIT Funding Security Agreements” means, collectively, (i) the Security Agreement (2005-1) dated as of July 5, 2005 by and between CIT Funding and CIT Holdings (Barbados) Holdings SRL, (ii) the Security Agreement (2005-2) dated as of July 5, 2005 by and between CIT Funding and CIT Holdings (Barbados) SRL, (iii) the Security Agreement (2005-3) dated as of July 5, 2005 by and between CIT Funding and CIT Holdings (Barbados) SRL, (iv) the Security Agreement (2006-1) dated as of November 1, 2006 by and between CIT Funding and CIT Holdings (Barbados) SRL and (v) the Security Agreement (2006-2) dated as of November 1, 2006 by and between CIT Funding and CIT Holdings (Barbados) SRL, in each case, granting a Lien on assets of CIT Funding in favor of CIT Holdings (Barbados) SRL.”

     ““First Amendment” means that certain First Amendment dated as of December 10, 2009 to this Agreement.”

     ““First Amendment Effective Date” has the meaning ascribed to the term “Amendment Effective Date” in the First Amendment.”

     ““Second Amended Confirmation” means one or more amendments or other modifications of the TRS Facility, which may be entered into between CFL and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, providing for the forbearance by ▇▇▇▇▇▇▇ Sachs International of certain of its rights and remedies, suspension of rights to withhold performance during default and certain amendments to the default and early termination provisions therein, in each case relating to a voluntary reorganization or similar proceeding that may be commenced by CFL in Canada pursuant to the Companies’ Creditors Arrangement Act.”

     B. The definition of “Available Sweep Amount” in Section 1.1 of the Credit Agreement is hereby amended by adding the following parenthetical at the end thereof: “(it being understood that in no event shall the Available Sweep Amount be considered less than zero)”.

     C. The definition of “Collateral Agent” in Section 1.1 of the Credit Agreement is hereby amended by adding the following phrase at the end thereof:

     “and, as applicable, shall mean the Parent Collateral Agent and/or the Subsidiary Collateral Agent (each as defined in the Collateral Agreement)”.

     D. The definition of “Company Lien Event” in Section 1.1 of the Credit Agreement is hereby amended by deleting the words “a final, non-appealable” in subclause (B) of clause (c) of the definition thereof and replacing them with the word “an”.

     E. The definition of “Excess Sweep Amounts” in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the dollar amount “$2,000,000,000” appearing in clause (b)(i) thereof and replacing it with “$1,500,000,000” and (ii) adding the following parenthetical at the end thereof: “(it being understood that in no event shall the Excess Sweep Amount be considered less than zero)”.

     F. The definition of “Foreign Law Pledge Agreement” in Section 1.1 of the Credit Agreement is hereby amended by deleting the words “CIT Group Fiannce (Ireland)” appearing in clause (ii) of such definition and replacing them with “CIT Group Finance (Ireland)”.

     G. The definition of “Lien” in Section 1.1 of the Credit Agreement is hereby amended by deleting the words “or any jurisdiction” appearing in such definition and replacing them with “of any jurisdiction”.

     H. The definition of “Pari Passu Lien Debt” in Section 1.1 of the Credit Agreement is hereby restated in its entirety to read as follows:

     ““Pari Passu Lien Debt” means, at any time of determination, Indebtedness in an amount equal to (a) prior to any grant by Company of a Lien on any of its assets to secure any of the Obligations, zero and (b) on or after such grant, the sum of (i) the then outstanding Indebtedness of Company arising in respect of the payment of principal of, and interest on, the Old Notes (as defined in the Approved Restructuring Plan) that are not exchanged or treated pursuant to the Approved Restructuring Plan; and (ii) outstanding Indebtedness and other obligations of Company arising in respect of its guaranty of Indebtedness and other payment obligations of CIT Group (Australia) Limited under the CIT Australia Bonds.”

     I. The definition of “Permitted Funding Liens” in Section 1.1 of the Credit Agreement is hereby restated in its entirety to read as follows:

     ““Permitted Funding Liens” means (a) Liens described in clauses (b) through (f), (h) through (l), (r) and (s) of Section 6.2 and, upon effectiveness of the Amended Confirmation regarding the TRS Facility, Liens described in clauses (m) (to the extent arising with respect to the TRS Facility as then in effect or as in effect upon the effectiveness of any Second Amended Confirmation) and (x) of Section 6.2, (b) Liens refinancing or replacing any of the Liens contemplated in clause (a) of this definition, and (c) Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the security interests created by the Collateral Documents.”

     J. The definition of “Permitted Debt Refinancing” in Section 1.1 of the Credit Agreement is hereby amended by adding the following phrase after the words “in the case of aircraft,” in the first proviso of clause (f) thereof:

          “rail cars and other rolling stock,”.

     K. The definition of “Restricted Collateral” in Section 1.1 of the Credit Agreement is hereby amended by adding the following phrase at the end of clause (a) thereof:

     “(unless acquired after the Amendment Agreement Effective Date by Company or any Restricted Subsidiary thereof with funds not constituting proceeds of Tranche 2 Term Loans)”.

     L. The definition of “Secured Parties” in Section 1.1 of the Credit Agreement is hereby restated in its entirety to read as follows:

          ““Secured Parties” has the meaning assigned to the term “Subsidiary Secured Parties” in the Collateral Agreement.”

     M. The definition of “Sweep Cash Amount” in Section 1.1 of the Credit Agreement is hereby amended by adding the following phrase after the words “including securitization” in clause (x)(iv) thereof:

          “, conduit or other similar”.

     N. The definition of “TRS Facility” in Section 1.1 of the Credit Agreement is hereby amended by adding the following phrase after the phrase “from time to time” appearing therein:

          “, by the Second Amended Confirmation or otherwise,”

     O. The definition of “TTF Requirements” in Section 1.1 of the Credit Agreement is hereby amended by adding the following phrase to the end of subclause (y) of clause (1) thereof:

     “(other than Indebtedness of CIT China under the CIT China Facility to the extent secured by Cash or Cash Equivalents of Company or any other Restricted Subsidiary)”

1.2 Amendment to Section 2.10

     A. Section 2.10(c) of the Credit Agreement is hereby amended by adding the following phrase after the words “commercially reasonable efforts” in the second sentence thereof:

          “(taking into account other near-term obligations and other liquidity sources)”.

1.3 Amendment to Section 4.4

     A. Section 4.4 of the Credit Agreement is hereby amended by adding the following phrase after the words “on behalf of Secured Parties” in clause (c) thereof:

          “(as such term is defined in the Collateral Agreement)”.

1.4 Amendment to Section 5.14

     A. Section 5.14(f) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

     “Notwithstanding the foregoing, in the case of Deposit Accounts maintained by Wachovia Bank, National Association or its affiliates, in lieu of delivering Control Agreements the Company may cause funds credited to such Deposit Accounts to be transferred on each Business Day to a Controlled Account maintained by the Collateral Agent that is subject to a Control Agreement.”

1.5 Amendment to Section 6.1

     A. Section 6.1(i) of the Credit Agreement is hereby amended by adding at the end thereof “and Pari Passu Lien Debt described in subclauses (b)(i) and (b)(ii) of the definition thereof in respect of such Indebtedness”.

     B. The last paragraph of Section 6.1 of the Credit Agreement is hereby restated in its entirety to read as follows:

     “Notwithstanding anything to the contrary, (x) CIT Funding shall not be permitted to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than “Series B Notes” contemplated to be issued pursuant to the Approved Restructuring Plan (as further described therein) in accordance with Section 6.1(m) and unsecured notes guaranteed by Company and outstanding on the Closing Date, (y) the Barbados Entities shall not be permitted to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to

any Indebtedness other than in reliance on clauses (a), (i), (j), (m), and (v) of this Section 6.1 and (z) CFL shall not be permitted to Guarantee any Indebtedness of Company or any of its Restricted Subsidiaries. Notwithstanding anything in the foregoing, in no event shall any Credit Party, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness of CIT Funding other than (i) the Guarantee by the Company and the other Guarantors of the “Series B Notes” contemplated to be issued pursuant to the Approved Restructuring Plan (as further described therein) in accordance with Section 6.1(m), (ii) the Guarantee by Company of notes of CIT Funding outstanding on the Closing Date, (iii) the intercompany receivables owing from CFL to CIT Funding up to the aggregate amount thereof outstanding on the Amendment Agreement Effective Date and (iv) for the avoidance of doubt, those certain support agreements by C.I.T. Leasing Corporation in favor of CIT Funding dated as of July 5, 2005 and November 1, 2006 (in each case as amended or otherwise modified on or prior to the Amendment Agreement Effective Date).”

1.6 Amendments to Section 6.2

     A. Section 6.2(r)(iii) of the Credit Agreement is hereby amended by deleting the words “reasonable customary” and replacing them with “reasonable and customary”.

     B. Section 6.2(w) of the Credit Agreement is hereby amended by deleting the word “Obligations” and replacing it with the word “obligations”.

     C. Section 6.2(x) of the Credit Agreement is hereby amended by deleting the words “Cash or Cash or Equivalents” and replacing them with “Cash or Cash Equivalents”.

     D. Section 6.2(ee) of the Credit Agreement is hereby amended by inserting the following phrase at the end thereof prior to the “;”:

     “, and Cash or Cash Equivalents of Company or any Restricted Subsidiary in an aggregate amount not to exceed $260,000,000 (or the RMB equivalent thereof as of the First Amendment Effective Date) to secure obligations of CIT China under the CIT China Facility”.

     E. The last paragraph of Section 6.2 of the Credit Agreement is hereby restated in its entirety to read as follows:

     “Notwithstanding anything in the foregoing to the contrary, the Credit Parties shall not permit CIT Funding or any of the Barbados Entities to, directly or indirectly, create, incur, assume or permit to exist any consensual Lien on or with respect to any of their respective property or assets of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, other than (i) Liens on assets of CIT Funding pursuant to the CIT Funding Security Agreements (in each case as amended or otherwise modified prior to the Amendment Agreement Effective Date) and (ii) in the case of the Barbados Entities, Permitted Funding Liens.”

1.7 Amendment to Section 6.3

     A. Section 6.3 of the Credit Agreement is hereby amended by deleting the phrase “its security agreement with CIT Holdings (Barbados) SRL” in clause (i) thereof and replacing it with the following:

          “the CIT Funding Security Agreements”.

1.8 Amendments to Section 6.6

     A. Clause (A)(x) of Section 6.6(t) of the Credit Agreement is hereby amended by inserting, “prior to a Company Lien Event” at the end thereof.

     B. Section 6.6 of the Credit Agreement is hereby amended by deleting “and” at the end of Section 6.6(s), deleting the period at the end of Section 6.6(t) and replacing it with “; and”, and adding a new subsection (u) to read as follows:

     “Investments in CIT China in an aggregate amount not to exceed $15,000,000 at any time outstanding and Investments arising from the granting of Liens on Cash and Cash Equivalents of, and related Rate Management Transactions by, the Company or any Restricted Subsidiary to secure obligations of CIT China under the CIT China Facility to the extent such Liens are permitted under Section 6.2(ee).”

     C. The last paragraph of Section 6.6 of the Credit Agreement is hereby restated in its entirety to read as follows:

     “Anything in the foregoing notwithstanding, except for Investments held by it therein on the Amendment Agreement Effective Date, in no event shall any Credit Party, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in (x) CIT Funding, (y) CIT (Australia) or (z) CIT China, other than (i) Investments pursuant to Section 6.6(u), (ii) guaranties by the Company of Indebtedness and other obligations in respect of the CIT Australia Bonds and the CIT China Facility, and (iii) following a Company Lien Event, a grant by Company of a Lien encumbering its assets securing Pari Passu Lien Debt.”

1.9 Amendment to Section 6.7

     A. Section 6.7 of the Credit Agreement is hereby amended by restating in its entirety the parenthetical in subclause (A) of subclause (i) of clause (a) to read as follows:

          “(excluding (i) Cash and Cash Equivalents, except to the extent held in the Funding Accounts and (ii) Parent Collateral (as defined in the Collateral Agreement))”.

     B. Section 6.7 of the Credit Agreement is hereby amended by restating in its entirety subclause (ii) of clause (a) to read as follows:

          “the principal amount of the Loans on such date to be less than 2.50 to 1.00”.

     1.10 Amendment to Section 6.11

     A. Section 6.11 of the Credit Agreement is hereby amended by (i) replacing the phrase “and (q) of Section 6.6” in clause (h) of the provisio thereto, with the phrase “, (q) and (u) of Section 6.6”, (ii) deleting the word “and” appearing immediately before clause (p) of the proviso thereto and (iii) inserting the following at the end of clause (p) of the proviso thereto and before the “.” at the end of such section:

          “; (q) those certain support agreements by C.I.T. Leasing Corporation in favor of CIT Funding dated as of July 5, 2005 and November 1, 2006 (in each case as amended or otherwise modified on or prior to the Amendment Agreement Effective Date); and (r) the CIT Funding Security Agreements (in each case as amended or otherwise modified on or prior to the Amendment Agreement Effective Date).”

1.11 Amendment to Section 6.17

     A. Section 6.17 of the Credit Agreement is hereby amended by replacing the phrase “Capita International LLC shall not” appearing therein with the phrase:

          “Neither Capita International LLC nor CIT Group SF Holding Co., Inc. shall”

1.12 Amendment to Section 6.19

     A. Section 6.19 of the Credit Agreement is hereby amended by (a) replacing the “and” at the end of clause (vi) thereof with a “,” and (b) inserting the following at the end of clause (vii) and before the “.” at the end of such section:

     “and (viii) so long as no Default or Event of Default shall have occurred and be continuing, Indebtedness in respect of the CIT China Facility”

1.13 Amendment to Section 6.23

     A. Section 6.23 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

          “In order to facilitate the effectiveness of a Second Amended Confirmation (if any) regarding the TRS Facility, Lenders and Agents expressly permit such Second Amended Confirmation.”

1.14 Amendment to Section 10.6(d)

     A. Section 10.6(d) of the Credit Agreement is hereby amended by restating in its entirety the third sentence as follows:

          “In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.16(e), together with payment to the Administrative Agent of a registration and processing fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.”

1.15 Amendments to Schedule 1.1B

     A. Schedule 1.1B to the Credit Agreement is hereby amended, in the section titled “Rail Head Leases” and under the column titled “Collateral”, by adding the following sentence at the end thereof:

     “Rail cars and other rolling stock that become Collateral will be subject to the Future Collateral Procedures described on Schedule 1.1A.”

SECTION II. CONDITIONS TO EFFECTIVENESS

     This Amendment shall become effective only upon the satisfaction or waiver in accordance with Section 10.5 of the Credit Agreement of the following conditions (the date of satisfaction or waiver of such conditions being referred to herein as the “Amendment Effective Date”):

     (i) the Administrative Agent shall have received a duly executed counterpart signature page of this Amendment by Company, each other Borrower, each of Company’s subsidiaries listed on the signature pages hereto, the Requisite Lenders, the Administrative Agent and the Collateral Agent,

     (ii) Company shall have become a Grantor under the Collateral Agreement by duly executing and delivering to the Collateral Agent a joinder agreement thereto, substantially in the form attached as Exhibit 1 to this Amendment (the “Joinder Agreement”), and the Collateral Agent shall have received a duly executed counterpart signature page of the Joinder Agreement by each Grantor (other than the Company) party to the Joinder Agreement, the Parent Collateral Agent and the Subsidiary Collateral Agent (each as defined in the Joinder Agreement).

     (iii) the Administrative Agent, the Collateral Agent and each Lender shall have received an executed copy of the favorable written legal opinion, dated as of the Amendment Effective Date, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as counsel to the Credit Parties, regarding the enforceability of this Amendment and the Joinder Agreement and the creation and perfection of the security interest purported to be created by the Joinder Agreement, and otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and the Collateral Agent),

     (iv) the Collateral Agent shall have received (x) copies of UCC financing statements in form and substance acceptable to the Collateral Agent naming Company as debtor and each of the Collateral Agent and each collateral agent for Permitted Exchange Indebtedness as the respective secured parties, in each case to be filed by the Company promptly following the Amendment Effective Date; (y) all of the Pledged Certificated Stock and Pledged Intercompany Debt Instruments (each such term as defined in the Collateral Agreement) of Company (as specified on Schedules 5A and 5B to the Joinder Agreement), duly indorsed by Company to the Collateral Agent together with undated stock or other transfer powers duly executed in blank; and (z) executed short-form intellectual property security agreement(s) substantially in the form attached as Annex 3 to the Collateral Agreement in respect of all Registered Intellectual Property (as defined in the Collateral Agreement) of Company;

     (v) the Company shall have paid to Bank of America, N.A., in its capacity as Administrative Agent and Collateral Agent, and each Steering Lender all of the outstanding costs and expenses (including the fees, expenses and disbursements of counsel and other advisors) referred to in Section 10.2 of the Credit Agreement for which it has been invoiced at least two (2) Business Days prior to the Amendment Effective Date (which may include amounts constituting reasonable estimates of fees and expenses of counsel and other advisors, provided that no such estimate shall thereafter preclude a final settling of account as to such fees and expenses);

     (vi) the Bankruptcy Court shall have issued an order approving this Amendment and the Joinder Agreement and the Company’s entry into this Amendment and the Joinder Agreement; and

     (vii) the Plan shall have become, or shall substantially concurrently become, effective.

SECTION III. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders, the Administrative Agent and the Collateral Agent to enter into this Amendment, to amend the Credit Agreement and to agree to the other matters set forth herein, in each case as provided for herein, each Credit Party which is a party hereto represents and warrants to each Lender, the Administrative Agent and the Collateral Agent that, both before and immediately after giving effect to this Amendment, the following statements are true and correct in all material respects:

     A. Corporate Power and Authority. Such Credit Party has all requisite power and authority to enter into this Amendment and, if it is a party thereto, the Joinder Agreement 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”), the Joinder Agreement and the other Credit Documents, in each case, to which it is a party.

     B. Authorization. The execution and delivery by such Credit Party of this Amendment and, if it is a party thereto, the Joinder Agreement and the performance by such Credit Party of its obligations under the Amended Credit Agreement, the Joinder Agreement and the other Credit Documents, in each case, to which it is a party have been duly authorized by all necessary action on the part of such Credit Party.

     C. No Conflict. The execution and delivery by such Credit Party of this Amendment and, if it is a party thereto, the Joinder Agreement and the performance by such Credit Party of the Amended Credit Agreement, the Joinder Agreement and the other Credit Documents, in each case, to which it is a party, in each case, 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 (as such term is defined in the Collateral Agreement)), (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 such Credit Party of this Amendment and, if it is a party thereto, the Joinder Agreement and the performance by such Credit Party of the Amended Credit Agreement, the Joinder Agreement and the other Credit Documents, in each case, to which it is a party, in each case, do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and or recordation, pursuant to Sections 5.13 and 5.19 of the Amended Credit Agreement.

     E. Binding Obligation. Each of this Amendment and, if it is a party thereto, the Joinder Agreement has been duly executed and delivered by such Credit Party and each of this Amendment, the Amended Credit Agreement, the Joinder Agreement and each other Credit Document, in each case, to which it is a party is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

SECTION IV. ACKNOWLEDGMENT AND CONSENT

     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, this Amendment and the Joinder Agreement and consents to the amendments of the Credit

Agreement effected pursuant to this Amendment and to the Joinder Agreement. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document).

     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or the Joinder Agreement.

     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement or the Collateral Agreement.

SECTION V. MISCELLANEOUS

     A. Reference to and Effect on the Credit Agreement and the Other Credit Documents.

     (i) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

     (iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

     B. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

     C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     D. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument;

signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

     E. Binding Effect. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in part prior to the effectiveness hereof).

     F. Authorization to Enter into the Joinder Agreement. By executing and delivering this Amendment, the Requisite Lenders hereby (i) consent to the amendment of the Collateral Agreement pursuant to the Joinder Agreement, (ii) authorize and direct Bank of America, N.A. to serve as Parent Collateral Agent (as defined in the Collateral Agreement) and (iii) authorize and direct Bank of America, N.A. to execute and deliver the Joinder Agreement in its capacities as Parent Collateral Agent and as Subsidiary Collateral Agent (each as defined in the Collateral Agreement). By executing and delivering this Amendment, the Credit Parties and the Requisite Lenders hereby acknowledge and agree that, for the avoidance of doubt, Bank of America, N.A. shall be entitled to all indemnification and reimbursement rights in favor of the Collateral Agent provided in the Credit Documents (including, without limitation, those rights provided in Sections 10.2 and 10.3 of the Credit Agreement) in connection with Bank of America, N.A. serving as Parent Collateral Agent (as defined in the Collateral Agreement).

[Remainder of this page intentionally left blank.]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

[Signature page to First Amendment to Second Amended and Restated Credit Agreement]

[Signature page to First Amendment to Second Amended and Restated Credit Agreement]

Other Subsidiary Guarantors:

BAFFIN SHIPPING CO., INC.
CAPITA COLOMBIA HOLDINGS CORP.
CAPITA CORPORATION
CAPITA INTERNATIONAL L.L.C.
CAPITA PREMIUM CORPORATION
CIT CHINA 12, INC.
CIT CHINA 13, INC.
CIT CHINA 2, INC.
CIT CHINA 3, INC.
CIT COMMUNICATIONS FINANCE CORPORATION
CIT CREDIT FINANCE CORP.
CIT CREDIT GROUP USA INC.
CIT FINANCIAL LTD. OF PUERTO RICO
CIT FINANCIAL USA, INC.
CIT GROUP (NJ) LLC
CIT GROUP SF HOLDING CO., INC.
CIT LOAN CORPORATION (F/K/A THE CIT GROUP/CONSUMER
     FINANCE, INC.)
CIT REALTY LLC
CIT TECHNOLOGIES CORPORATION
CIT TECHNOLOGY FINANCING SERVICES, INC.
EDUCATION LOAN SERVICING CORPORATION
GFSC AIRCRAFT ACQUISITION FINANCING CORPORATION
▇▇▇▇▇▇ SHIPPING CO., INC.
NAMEKEEPERS LLC
OWNER-OPERATOR FINANCE COMPANY
STUDENT LOAN XPRESS, INC.
THE CIT GROUP/BC SECURITIES INVESTMENT, INC.
THE CIT GROUP/CAPITAL FINANCE, INC.
THE CIT GROUP/CAPITAL TRANSPORTATION, INC.
THE CIT GROUP/CMS SECURITIES INVESTMENT, INC.
THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.)

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Ariel Reinsurance Company Ltd.
Managed Account Series: High Income Portfolio
BlackRock Floating Rate Income Trust
BlackRock Strategic Bond Trust
BlackRock Defined Opportunity Credit Trust
BlackRock High Yield Trust
BlackRock Limited Duration income Trust
BlackRock High Income Fund of BlackRock Bond Fund, Inc,
BlackRock Funds — High Yield Bond Portfolio
BlackRock High Income Portfolio of BlackRock Series Fund, Inc.
BlackRock High Income V.I. Fund of BlackRock Variable Series Funds, Inc.
California State Teachers’ Retirement System
BlackRock Corporate High Yield Fund, Inc.
BlackRock Corporate High Yield Fund III, Inc.
BlackRock Debt Strategies Fund, Inc,
BlackRock Diversified income Strategies Fund, Inc.
BlackRock Fixed Income Value Opportunties Trust
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
BlackRock Global Investment Series: Income Strategies Portfolio
The Broad Institute, Inc
BlackRock High Income Shares
BlackRock Corporate High Yield Fund VI, Inc.
BlackRock Corporate High Yield Fund V, Inc.
LGT Multi Manager Bond High Yield (USD)
Lockheed-▇▇▇▇▇▇ Corporation Master Retirement Trust
Master Senior Floating Rate LLC
MET Investors Series Trust — BlackRock High Yield Portfolio
Missouri State Employees’ Retirement System
BlackRock Fixed income Portable Alpha Master Series Trust
The Obsidian Master Fund
BlackRock Senior Floating Rate Portfolio

As Lender

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		ANNEX A
		Vanguard High-Yield Corporate Fund
		Vanguard Variable Insurance Fund High Yield
		Bond Portfolio
		Commonwealth International Fixed Interest Fund
			5
		Oregon Public Employees Retirement Fund
		▇.▇▇▇▇▇ Partners, L.P.
		Macquarie Investment Management Limited in its
		capacity as responsible entity for the Macquarie
		High Yield Bond Fund
		Wolf Creek Partners, ▇.▇.
		▇. ▇▇▇▇▇ Investors (Bermuda) L.P.
		Michelin North America, Inc. Master Trust
		Wolf Creek Investors (Bermuda) L.P.
		Wellington Trust Company, National Association

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		Multiple Common Trust Funds Trust,
		Opportunistic Investment Portfolio
		Max Bermuda Ltd.
		UMC Benefit Board, Inc.
		Hiscox Insurance Company (Bermuda) Ltd
		Hiscox Syndicate 33
		Symetra Life Insurance Company
		Wellington Trust Company, National Association
		Multiple Common Trust Funds Trust-
		Opportunistic Fixed Income Allocation Portfolio
		TIFF Multi-Asset Fund
		Stellar Performer Global Series W — Global Credit
		SunAmerica Senior Floating Rate Fund, Inc.