CBC HOLDING (DELAWARE) INC.
CHEMICAL BANKING CORPORATION
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December 15, 1995
The Dai-Ichi Kangyo Bank, Limited
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The CIT Group Holdings, Inc.
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Re: Amendment to Stockholders' Agreement
Gentlemen:
Reference is made to the Stockholders' Agreement, dated as of December 29,
1989 (the "Stockholders' Agreement"), among The Dai-Ichi Kangyo Bank, Limited, a
Japanese corporation ("DKB"), Chemical Banking Corporation, a Delaware
corporation ("Chemical"), as successor to Manufacturers Hanover Corporation, and
The CIT Group Holdings, Inc., a Delaware corporation (the "Company"). Reference
is also made to the letter agreement, of even date herewith, among CBC Holding
(Delaware) Inc., a Delaware corporation and a wholly-owned subsidiary of
Chemical ("CBC"), Chemical and DKB, pursuant to which DKB has agreed to purchase
from CBC 200 shares (the "Shares") of common stock, par value $1.00 per share
("Common Stock"), of the Company (the "Purchase Agreement").
In connection with the consummation of the purchase of the Shares and
the other transactions contemplated by the Purchase Agreement, DKB, the Company,
and Chemical (which for all purposes of this Amendment shall be deemed to mean
and include, jointly and severally, Chemical and CBC and any other subsidiary of
Chemical to which Chemical or CBC may transfer shares of Common Stock of the
Company pursuant to Section 3.04 of the Stockholders' Agreement), hereby agree
as follows:
The Dai-Ichi Kangyo Bank, Limited
The CIT Group Holdings, Inc.
December 15, 1995
Page 2
1. Chemical, DKB and the Company hereby acknowledge and agree that, in
accordance with the provisions of Section 5.01 of the Stockholders' Agreement,
upon consummation of the purchase and sale of the Shares contemplated by the
Purchase Agreement, the Stockholders' Agreement shall terminate and be of no
further force or effect, and, notwithstanding the provisions of said Section
5.01, neither party shall have any further rights or obligations under the
Stockholders' Agreement, except for the rights and obligations of the parties
under Sections 2.07(a), 2.08(a), 2.08(b)(i), 3.01, 3.02 (including, without
limitation, DKB's rights of first refusal with respect to the remaining shares
of Common Stock of the Company held by Chemical), 3.04, 3.05 and 3.07 thereof,
and the restrictive legend requirement contained in Section 3.06 thereof, which
provisions shall survive the termination of the Stockholders' Agreement, except
that (a) DKB hereby waives and relinquishes any rights of first refusal it may
have under Section 3.02 of the Stockholders' Agreement in connection with a sale
by Chemical of its Common Stock pursuant to an underwritten public offering in
accordance with the registration Rights Agreement referred to in paragraph 2
below and (b) Chemical hereby waives and relinquishes all of its rights under
the Stockholders' Agreement, including without limitation, its rights of first
refusal with respect to a transfer or sale or other disposition of any shares of
Common Stock of the Company by DKB, except that, for so long as Chemical shall
continue to hold all of the shares of Common Stock held by it immediately
following the consummation of the sale of the shares contemplated by the
Purchase Agreement, Chemical shall retain (i) its rights of first refusal under
Section 3.02 of the Stockholders' Agreement with respect to a sale of shares of
Common Stock by DKB other than pursuant to a public offering if as a result of
or at the time of such sale DKB shall hold less than 50% of the outstanding
voting securities of the company and (ii) its preemptive rights under Section
3.05 of the Stockholders' Agreement in connection with additional issuances of
Common Stock by the Company other than in respect of shares of Common Stock to
be issued and sold by the Company in any public offering.
2. Chemical agrees that Chemical will not, directly or indirectly, sell,
transfer, pledge or otherwise dispose of or encumber (i) any of its shares of
Common Stock of the Company, or (ii), without first complying with the
provisions of Section 3.04 of the Stockholders' Agreement, any of its shares of
any subsidiary of Chemical which may hold any shares of Common Stock of the
Company, or, in the case of each of (i) and (ii) above, any direct or indirect
interest therein (including, without limitation, any transaction involving
securities directly or indirectly derivative thereof or the terms of which are
determined in whole or in part by reference to any interest therein or results
therefrom or any securities convertible into or exchangeable for shares of
Common Stock of the Company or any shares of such subsidiary), for a period of
five years after the date hereof without the prior written consent of DKB. DKB
agrees to cooperate with Chemical in finding a mutually acceptable strategic
investor to purchase such shares of Common Stock upon terms acceptable to all
The Dai-Ichi Kangyo Bank, Limited
The CIT Group Holdings, Inc.
December 15, 1995
Page 3
parties by the end of such five-year period. DKB and Chemical hereby
acknowledge and agree that in the event that Chemical continues to hold its
shares of Common Stock after five years from the date hereof, then Chemical (a)
shall be entitled to registration rights with respect to such shares on the
terms and conditions set forth in the Registration Rights Agreement, dated
December 15, 1995, to be entered into between CBC and the Company concurrently
herewith , and (b) shall not, directly or indirectly, sell, transfer, pledge or
otherwise dispose of or encumber (i) any such shares of Common Stock or (ii),
without first complying with the provisions of Section 3.04 of the Stockholders'
Agreement, any of its shares of any subsidiary of Chemical which may hold any
shares of Common Stock of the Company, or, in the case of each of (i) and (ii)
above, any direct or indirect interest therein (including, without limitation,
any transaction involving securities directly or indirectly derivative thereof
or the terms of which are determined in whole or in part by reference to any
interest therin or results therefrom or any securities convertibel into or,
exchangeable for shares of common Stock of the Company or any shares of such
subsidiary), except a sale of shares of Common Stock pursuant to the
Registration Rights Agreement, without the prior written consent of DKB. In
connection with any demand for registration of Chemical's shares of Common Stock
pursuant to the Registration Rights Agreement, (i) Chemical agrees that it will
provide to DKB a copy of its demand for registration (or notice of intent to
demand registration as contemplated by Section 3(d) of the Registration Rights
Agreement) concurrently with its delivery of such demand (or notice) to the
Company and, if so requested by DKB or the Company, Chemical will cooperate with
DKB and negotiate with DKB in good faith during the 60-day negotiation period
contemplated by Section 3(d) of the Registration Rights Agreement, and (ii) DKB
agrees to use its best efforts to cause the Company's Certificate of
Incorporation to be amended in order to effect a share split so that Chemical's
remaining shares of Common Stock can be sold in the registered public offering
at an appropriate per share offering price as recommended by the managing
underwriter for such offering.
3. From and after the date hereof and for so long as Chemical shall
continue to hold all of the shares of Common Stock held by it immediately
following the consummation of the sale of the Shares contemplated by the
Purchase Agreement, Chemical shall have the right to designate one director on
the Company's Board of directors. DKB agrees to vote the Common Stock owned by
it for the election of Chemical's designee to the Company's Board of Directors.
4. Except as otherwise required by law, no party shall make any public
disclosure regarding the terms of this Agreement or the transactions
contemplated hereby without the prior written approval of the other party
hereto.
The Dai-Ichi Kangyo Bank, Limited
The CIT Group Holdings, Inc.
December 15, 1995
Page 4
5. This Agreement contains the entire understanding between the parties
hereto concerning the subject matter hereof, and the provisions hereof may not
be modified, waived, terminated or altered except by an agreement in writing
signed by each of the parties hereto. A waiver by either party of any of the
terms or conditions of this agreement, or any breach thereof, shall not be
deemed a waiver of such terms or conditions for the future or of any other term
or conditions for the future or of any other term or condition hereof or of any
consequent breach thereof.
6. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.
7. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to the principles of conflicts
of law of such state.
The Dai-Ichi Kangyo Bank, Limited
The CIT Group Holdings, Inc.
December 15, 1995
Page 5
If the foregoing accurately sets forth our agreement, please so
indicate by signing at the appropriate place below.
Very truly yours,
CHEMICAL BANKING CORPORATION
By:
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CBC HOLDING (DELAWARE) INC.
By:
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Agreed to this 15th day of
December, 1995:
THE DAI-ICHI KANGYO BANK, LIMITED
By:
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THE CIT GROUP HOLDINGS, INC.
By:
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