Exhibit 4.1

EXECUTION COPY

AMENDMENT AGREEMENT

     THIS AMENDMENT AGREEMENT (this “Amendment”) is dated as of October 28, 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 successor Administrative Agent (in such capacity, the “Successor Administrative Agent”) and Collateral Agent (in such capacity, the “Successor Collateral 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 prior to giving effect to this Amendment, the “Credit Agreement”, and after giving effect to this Amendment, the “Second Amended and Restated Credit Agreement”), by and among Company, the subsidiaries of Company named therein, the Lenders party thereto from time to time, 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 Second Amended and Restated Credit Agreement, provided that (i) the term “Requisite Lenders” shall have the meaning set forth in the Credit Agreement prior to giving effect to this Amendment and (ii) the term “Guarantors”, solely for the purposes of this Amendment, shall exclude CIT Group Funding of Delaware LLC (“CIT Funding”).

RECITALS

     WHEREAS, Barclays Bank PLC, as resigning Administrative Agent (in such capacity, the “Resigning Administrative Agent”) and Collateral Agent (in such capacity, the “Resigning Collateral Agent”), Barclays Capital Inc. (“Barclays Capital”), as resigning Syndication Agent, the Successor Administrative Agent and Successor Collateral Agent, Company, the subsidiaries of Company party thereto and the Requisite Lenders party thereto have executed and delivered the Resignation, Waiver, Consent and Appointment Agreement, dated as of the date hereof (the “Agency Transfer Agreement”) in the form attached as Exhibit A to this Amendment; and

     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 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. PROVISIONS OF AMENDMENT AND ORDER OF EFFECTIVENESS

          The following provisions of this Amendment shall become effective in the following order immediately subsequent to the Effective Time (as defined in the Agency

Transfer Agreement) and as of the date on which all the conditions precedent set forth in Section II of this Amendment shall have been satisfied or waived in accordance with Section 10.5 of the Credit Agreement (such date, the “Amendment Effective Date”), provided, that the documents delivered pursuant to Section II of this Amendment contemplate the effectiveness of the Agency Transfer Agreement and the provisions of Sections I(a) and (b) of this Amendment:

               (a) Waiver of Notice. The Requisite Lenders hereby waive any notice requirement provided for under Section 5.1(k) of the Credit Agreement and Section 4.2 of the Collateral Agreement with respect to the merger of CIT Holdings, LLC (“CIT Holdings”) into C.I.T. Leasing Corporation (“CIT Leasing”) and agree that such merger shall be deemed effective as of the date hereof.

               (b) Release of Certain Collateral and Grantor. The Requisite Lenders hereby authorize and instruct the Successor Administrative Agent and the Successor Collateral Agent, immediately subsequent to the actions taken in Section I(a) of this Amendment, to execute and deliver (i) the Rescission and Termination of Security Interest, substantially in the form set forth in Exhibit B to this Amendment, (A) whereby the Collateral Agent rescinds and declares null and void ab initio the pledge of Capital Stock of CIT Financial (Alberta) ULC by CIT Financial Ltd./Services Financiers CIT Ltee (“CIT Financial”), releases CIT Financial from its obligations under the Collateral Agreement, and releases the liens granted by CIT Financial under the Collateral Agreement and (B) whereby the Administrative Agent acknowledges that CIT Financial shall be deemed not to be a Credit Party under the Credit Agreement or any other Credit Documents; (ii) the Rescission and Termination of Security Interest, substantially in the form set forth in Exhibit C to this Amendment, whereby the Collateral Agent rescinds and declares null and void ab initio (A) a portion of the pledge by Capita Corporation of Capital Stock of Capita International L.L.C. (“Capita”), and (B) the entire pledge by CIT Communications Finance Corporation of 1% of the outstanding Capital Stock of Capita, such that, after giving effect to such rescissions, 65% of the total outstanding Capital Stock of Capita is pledged by Capita Corporation to Collateral Agent; (iii) the Rescission and Termination of Security Interest, substantially in the form set forth in Exhibit D to this Amendment, whereby the Collateral Agent rescinds and declares null and void ab initio a portion of the pledge by Capita Corporation of Capital Stock of Arrendadora Capita Corporation, S.A. de C.V. (“Arrendadora”), such that, after giving effect to such rescission, 44% of the total outstanding Capital Stock of Arrendadora shall be pledged by Capita Corporation to Collateral Agent; and (iv) the Rescission and Termination of Security Interest, substantially in the form set forth in Exhibit E to this Amendment, whereby the Collateral Agent rescinds and declares null and void ab initio the pledge by CIT Leasing of Capital Stock of CIT Holdings, provided that such rescission shall not take effect prior to the merger between CIT Holdings and CIT Leasing in which CIT Leasing is the sole surviving corporation.

               (c) Release of CIT Funding. (i) The Requisite Lenders hereby (A) release CIT Funding from its obligations under the Collateral Documents (as defined in the Credit Agreement) and release the liens granted by CIT Funding under the Collateral Documents (but, for the avoidance of doubt, not its Guaranty) and (B) instruct the Collateral Agent to file any appropriate filings terminating any UCC financing statements naming CIT Funding as Debtor in favor of the Collateral Agent, and (ii) the Credit Parties, signatories

hereto, expressly consent to and acknowledge the release of CIT Funding pursuant to this Section I(c) and to CIT Funding not executing this Amendment Agreement.

               (d) Immediately subsequent to the actions taken in Section 1(b) and 1(c) of this Amendment, the Requisite Lenders hereby (i) authorize and instruct the Successor Administrative Agent and the Successor Collateral Agent to execute and deliver the Borrower Counterpart Agreement, in the form set forth in Exhibit F, whereby CIT Leasing and The CIT Group/Equipment Financing, Inc. (“CIT Equipment”) shall become Subsidiary Borrowers under the Credit Agreement and (ii) consent and acknowledge that CIT Leasing and CIT Equipment shall become Subsidiary Borrowers under the Credit Agreement.

               (e) Amendment and Restatement of Credit Agreement. Immediately subsequent to the actions taken in Section I(d) of this Amendment, the Credit Agreement, including all exhibits and schedules thereto, shall be amended and restated in the form attached as Exhibit G to this Amendment.

               (f) Amendment and Restatement of Collateral Agreement. The Requisite Lenders hereby authorize and instruct the Successor Collateral Agent, immediately subsequent to the actions taken in Section I(e) of this Amendment, to execute and deliver the Second Amended and Restated Collateral Agreement, including all exhibits and schedules thereto, substantially in the form set forth in Exhibit H to this Amendment (the “Second Amended and Restated Collateral Agreement”).

SECTION II. CONDITIONS TO EFFECTIVENESS

     This Amendment shall become effective upon the satisfaction of the following conditions precedent, or waiver thereof in accordance with Section 10.5 of the Credit Agreement:

               (a) Credit Documents. The Successor Administrative Agent shall have received a duly executed counterpart signature page of this Amendment by Company, each of Company’s subsidiaries listed on the signature pages hereto, the Requisite Lenders, and Bank of America, N.A., as Successor Administrative Agent and Successor Collateral Agent. The Successor Administrative Agent shall have received one or more Joinder Agreements duly executed and delivered by each Person allocated a Tranche 2A Term Loan Commitment (which in the aggregate with the Tranche 2A Term Loan Commitments allocated to then existing Lenders shall be for an amount equal to the Tranche 2A Total Commitment Amount) by which Joinder Agreements the Tranche 2A Term Loan Commitments of each such Person shall be effected and each such Joinder Agreement shall also have been executed and delivered by the Borrowers and Successor Administrative Agent, and each of which shall be recorded in the Register.

               (b) Opinion of Counsel. Lenders, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers, Bookrunners and Syndication Agents, and the Successor Administrative Agent and the Successor Collateral Agent and their respective counsel shall have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for Credit Parties, and the favorable written opinions of each local counsel for certain Credit Parties, set forth on Schedule 1 hereto,

each dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that delivery of a duly executed counterpart signature page of this Amendment by a Lender shall be deemed to constitute such Lender’s satisfaction with the form and substance of such opinions) and the Successor Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents, Arrangers and Lenders).

               (c) Officer’s Certificate. The Successor Administrative Agent shall have received a certificate from the Company certifying that, immediately after giving effect to this Amendment, (x) no Default or Event of Default shall exist on the Amendment Effective Date; (y) the representations and warranties contained in the Second Amended and Restated Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except such representations and warranties that by their terms are qualified by materiality or a Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the Amendment Effective Date to the same extent as though made on and as of the Amendment Effective Date (or to the extent such representations and warranties specifically relate to an earlier date on and as of such earlier date); and (z) since the Closing Date, the Organizational Documents, signature and incumbency certificates and resolutions delivered pursuant to Section 3.1 of the Credit Agreement have not been amended, rescinded or otherwise supplemented or modified, except as set forth in (i) the supplemental signature and incumbency certificates, copies of which have been delivered to the Successor Administrative Agent on or prior to the date hereof, (ii) the amendment of certain Organizational Documents of the Company and certain of its Restricted Subsidiaries, as certified by the secretary, assistant secretary or director of such Credit Party and copies of which have been delivered to the Successor Administrative Agent on or prior to the date hereof, and (iii) the additional resolutions passed by each Credit Party, as certified by the secretary, assistant secretary or director of such Credit Party and copies of which have been delivered to the Successor Administrative Agent on or prior to the date hereof.

               (d) Documentation Deliverables. The Successor Administrative Agent shall have received (i) copies of each Organizational Document of each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official; (ii) signature and incumbency certificates of the officers of such Person executing this Amendment, the Second Amended and Restated Collateral Agreement and the Agency Transfer Agreement (the “Executed Agreements”); (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution and delivery of this Amendment and the other Executed Agreements to which it is a party and performance hereof and thereof and of the Second Amended and Restated Credit Agreement and of the transactions contemplated hereby and thereby, certified as of the Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) as set forth in Schedule 4.1 of the Second Amended and Restated Credit Agreement, a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Amendment Effective Date; and (v) evidence that (A) the UCC and other financing statements and registrations listed in Sections I.A and I.L of Schedule 2 hereto have been filed or, to the extent indicated therein, a copy of the form thereof delivered to the Successor Collateral Agent to be filed by the applicable Credit Party

promptly following the Amendment Effective Date, (B) the mortgages, registrations, filings, notices and agreements listed in Sections I.B, I.C, I.D, I.H, I.J and I.M of Schedule 2 hereto have been filed, (C) copies of the assignment agreements, notice and other agreements listed in Section I.E, I.F, I.G and I.N of Schedule 2 hereto, and to the extent signatures of Credit Parties are required for such documents, copies of such signatures, have been delivered to the Successor Collateral Agent and such documents shall be filed by the applicable Credit Party promptly following the Amendment Effective Date, (D) copies of the forms and notices listed in Sections I.I and I.K of Schedule 2 hereto have been delivered to the Successor Collateral Agent to be filed by the applicable Credit Party promptly following the Amendment Effective Date, and (E) the searches listed in Section II of Schedule 2 hereto have been completed.

               (e) Expenses. Substantially simultaneously with the effectiveness of this Amendment, the Company shall have paid to Barclays Bank PLC and Bank of America, N.A., in their respective capacities as Resigning Administrative Agent and Resigning Collateral Agent and Successor Administrative Agent and Successor 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 Second Amended and Restated Credit Agreement for which it has been invoiced at least one Business Day prior to the Amendment Effective Date (which may include amounts constituting reasonable estimates of fees and expenses of counsel and other advisors incurred or to be incurred in connection with this Amendment, the exhibits hereto, the Tranche 2 Term Loan Facility and/or the Approved Restructuring Plan; provided, that no such estimate shall thereafter preclude a final settling of account as to such fees and expenses).

               (f) Initial Yield Payment. The applicable Borrowers shall have made, or shall substantially concurrently make, to each Lender an initial yield payment in an amount equal to two and one half percent (2.50%) of its Tranche 2A Term Loan Commitment.

               (g) Fees. Banc of America Securities LLC and Citigroup Global Markets Inc. shall have received, or shall substantially concurrently receive, all fees and expenses payable to them prior to the effectiveness of this Amendment pursuant to fee agreements with the Company and certain of its subsidiaries.

               (h) Agency Transfer Agreement. The Agency Transfer Agreement shall have been executed and delivered by the Resigning Administrative Agent and Resigning Collateral Agent, Barclays Capital, the Successor Administrative Agent and Successor Collateral Agent, Company, the subsidiaries of Company party thereto and the Requisite Lenders, and the Effective Time (as defined in the Agency Transfer Agreement) shall have occurred.

     Upon satisfaction or waiver of such conditions, each Person holding Tranche 2A Term Loan Commitments that is not then a Lender shall become a Lender under the Second Amended and Restated Credit Agreement with respect to its Tranche 2A Term Loan Commitment and the Tranche 2 Term Loans to be made by it pursuant thereto.

SECTION III. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders, the Successor Administrative Agent and the Successor Collateral Agent to enter into this Amendment, to amend and restate the Credit Agreement and to authorize the amendment and restatement of the Collateral Agreement and the other matters set forth herein, in each case in the manner provided herein, each Credit Party which is a party hereto represents and warrants to each Lender, the Successor Administrative Agent and the Successor Collateral Agent that, both before and immediately after giving effect to this Amendment, the following statements are true and correct in all material respects (except such statements that by their terms are qualified by materiality or a Material Adverse Effect, which statements shall be true and correct in all respects):

     A. Corporate Power and Authority. Such Credit Party has all requisite power and authority to enter into this Amendment and the other Executed Agreements to which it is a party, and to carry out the transactions contemplated by, and perform its obligations under, this Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit Documents.

     B. Authorization. The execution and delivery by such Credit Party of this Amendment and the other Executed Agreements to which it is a party and the performance by such Credit Party of its obligations under this Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit Documents 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 the other Executed Agreements to which it is a party, and the performance by such Credit Party of its obligations under this Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer 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 Second Amended and Restated Credit Agreement or created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) except to the extent it could not reasonably be expected to have a Material Adverse Effect, 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 its stockholders, members or partners or (f) except to the extent it could not reasonably be expected to have a Material Adverse Effect, require 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 the other Executed Agreements to which it is a party and the performance by each Credit Party of this Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit Documents 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 (i) as set forth on Schedule 2 hereto or (ii) pursuant to Section 5.19 of the Second Amended and Restated Credit Agreement. The filings and recordations listed in Section I of Schedule 2 hereto include all of the UCC financing statements required to be filed under the Credit Agreement and all of the filings and recordations required to be made pursuant to the Post-Closing Collateral Procedures under the Credit Agreement. The filings and recordations listed in Section I of Schedule 2 hereto comprise all filings and recordations required to be made pursuant to this Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer Agreement and the other Credit Documents in connection with the resignation of the Resigning Administrative Agent and Resigning Collateral Agent and the appointment of the Successor Administrative Agent and Successor Collateral Agent.

     E. Binding Obligation. Each of this Amendment, the Second Amended and Restated Collateral Agreement and the Agency Transfer Agreement has been duly executed and delivered by each Credit Party that is a party thereto and each of this Amendment, the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement, the Agency Transfer Agreement and each other Credit Document to which such Credit Party 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 Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement and this Amendment and consents to the amendment and restatement of the Credit Agreement, the Collateral Agreement and all other agreements (including Lien and Guarantor releases) effected pursuant to this Amendment. 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 (including all Obligations in respect of Tranche 2A Term Loan Commitments and Tranche 2 Term Loans).

     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, the establishment of the Tranche 2 Term Loan Facility, the effectiveness of the Tranche 2A Term Loan Commitments or any Credit Extensions made in respect thereof, including Tranche 2 Term Loans.

     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, the Collateral 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 Second Amended and Restated Credit Agreement.

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

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

     (iv) Except as expressly provided in Section I(b), 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, the Second Amended and Restated Credit Agreement, the Collateral Agreement, the Second Amended and Restated Collateral Agreement or any of the other Credit Documents.

     B. Return of Certain Notes. Upon request of CIT Group Funding Company of Delaware LLC, Successor Collateral Agent is authorized to return to CIT Group Funding Company of Delaware LLC possession of the following notes inadvertently delivered to the Resigning Collateral Agent prior to the date hereof: (1) Floating Rate Promissory Note

(Reference Number: PN 2005-1), dated July 5, 2005, issued by CIT Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC), (2) Floating Rate Promissory Note (Reference Number: PN 2005-2), dated July 5, 2005, issued by CIT Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC), (3) Fixed Rate Promissory Note (Reference Number: PN 2005-3), dated July 5, 2005, issued by CIT Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC), (4) Floating Rate Promissory Note (Reference Number: PN 2006-1), dated November 1, 2006, issued by CIT Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC) and (5) Floating Rate Promissory Note (Reference Number: PN 2006-2), dated November 1, 2006, issued by CIT Financial Ltd. to CIT Group Funding Company of Canada (n/k/a CIT Group Funding Company of Delaware LLC).

     C. 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.

     D. 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.

     E. 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.

     F. 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).

     G. Filings, etc. To the extent not filed on or prior to the Amendment Effective Date, the Company shall file, or cause to be filed, promptly following the Amendment Effective Date, the UCC and other financing statements, registrations, assignment agreements, notices, forms and other agreements referred to in clauses (A), (C) and (D) of Section II(d)(v) of this Amendment. To the extent not delivered to the Successor Administrative Agent on or prior to the Amendment Effective Date, the Company shall deliver, or cause to be delivered, to the Successor Administrative Agent promptly following the Amendment Effective Date copies of the insurance certificates described in Section III of Schedule 2 hereto.

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     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.

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AllianceBernstein Diversified Yield Fund

AllianceBernstein Global Bond Fund

AllianceBernstein Income Fund Inc.

AllianceBernstein Bond Fund — Intermediate Bond Portfolio

AllianceBernstein US High Yield Collective Trust

AllianceBernstein Pooling Portfolios — High Yield

AXA Equitable Life Insurance Company

Sanford C. Bernstein Funds, Inc. — Intermediate Duration Portfolio

Sanford C. Bernstein Funds, Inc. II — Intermediate Duration Institutional Portfolio

AllianceBernstein Global High Income Fund

AllianceBernstein High Income Fund

AllianceBernstein Institutional Investments — High-Yield Loan Portfolio (JPY)

Indiana State Teachers’ Retirement Fund

Municipal Fire & Police Retirement System of Iowa

The Noranda Pension Funds Trust — Bond Fund

Oregon State Treasury

Pension Fund of the Christian Church (Disciples of Christ), Inc.

AllianceBernstein Institutional Investments — Senior Loan Portfolio

AllianceBernstein Core Plus Advanced Bond Fund

Halifax Regional Municipality Master Trust

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		AFC INVESTORS TRUST,
		as Lender
		By:		Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 4, 2008
		By:		/s/ Joseph B. Feil
				Name: Joseph B. Feil
				Title: Vice President

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		BFC INVESTORS TRUST,
		as Lender
		By:		Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 4, 2008
		By:		/s/ Joseph B. Feil
				Name: Joseph B. Feil
				Title: Vice President

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		CFC INVESTORS TRUST,
		as Lender
		By:		Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 11, 2008
		By:		/s/ Joseph B. Feil
				Name: Joseph B. Feil
				Title: Vice President

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		EFC INVESTORS TRUST,
		as Lender
		By:		Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 4, 2008
		By:		/s/ Joseph B. Feil
				Name: Joseph B. Feil
				Title: Vice President

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		FFC INVESTORS TRUST,
		as Lender
		By:		Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated January 9, 2009
		By:		/s/ Joseph B. Feil
				Name: Joseph B. Feil
				Title: Vice President

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		MFC INVESTORS TRUST,
		as Lender
		By:		Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated May 8, 2009
		By:		/s/ Joseph B. Feil
				Name: Joseph B. Feil
				Title: Vice President

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		Bank of America, N.A.,
		as Lender
		By:		/s/ Kendra Neigoot
				Name: Kendra Neigoot
				Title: Vice President

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		Restoration Special Opportunities Ltd,
		as Lender
		By:		/s/ Pamela M. Lawrence
				Name: Pamela M. Lawrence
				Title: Director

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		Capital Guardian Trust Company, for and on behalf of the following Lenders:
		STATE OF ALASKA PERMANENT FUND CAPITAL GUARDIAN GLOBAL HIGH-INCOME OPPORTUNITIES FUND
				By:		/s/ Mark E. Brubaker
						Name: Mark E. Brubaker
						Title: Senior Vice President

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Capital Research and Management Company, for and on behalf of the following
Lenders:

AMERICAN HIGH-INCOME TRUST
THE BOND FUND OF AMERICA, INC.
THE INCOME FUND OF AMERICA, INC.
AMERICAN FUNDS INSURANCE SERIES, AMERICAN FUNDS INSURANCE SERIES,
AMERICAN FUNDS INSURANCE SERIES,
AMERICAN FUNDS INSURANCE SERIES,
CAPITAL WORLD BOND FUND, INC.

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		Morgan Stanley Senior Funding, Inc., as Lender
		By:		/s/ [Illegible]
				Name: [Illegible]
				Title:

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		LOOMIS SAYLES US HIGH YIELD BOND TRUST, as Lender
		By:
		By:		Please See Following Page
				Name:
				Title:

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				LOOMIS SAYLES US HIGH YIELD BOND TRUST, As Lender
		By:		Loomis Sayles Trust Company, LLC, Its Trustee
		By:		/s/ William Wright
				Name: William Wright
				Title: Vice President

		VOUGHT AIRCRAFT INDUSTRIES INC. MASTER DEFINED BENEFIT TRUST,* as Lender
		By:
		By:		Please See Following Page
				Name:
				Title:

*  solely with respect to $1,210,000.00 par value of the total position in the Vought Aircraft Industries Inc. Master Defined Benefit Trust and does not consent with respect to its remaining position as of this date.

[Signature page to Amendment Agreement]

		VOUGHT AIRCRAFT INDUSTRIES INC. MASTER DEFINED BENEFIT TRUST, As Lender
		By:		Loomis, Sayles & Company, L.P., Its Investment Adviser
		By:		Loomis Sayles & Company, Incorporated, Its General Partner
		By:		/s/ William Wright
				Name: William Wright Title: Vice President

		LOOMIS SAYLES MULTI-STRATEGY MASTER ALPHA, LTD.,* As Lender
		By:		Loomis, Sayles & Company, L.P., Its Investment Manager
		By:		Loomis, Sayles & Company, Incorporated, Its General Partner
		as Lender
		By:
		By:		Please See Following Page   Name:
				Title:

*   solely with respect to $1,530,000.00 par value of the total position in the Loomis Sayles Multi-Strategy Master Alpha, Ltd., and does not consent with respect to its remaining position as of this date.

[Signature page to Amendment Agreement]

				Loomis Sayles Multi-Strategy Master Alpha, Ltd., As Lender
		By:		Loomis, Sayles & Company, L.P., Its Investment Manager
		By:		Loomis, Sayles & Company, Incorporated, Its General Partner
		By:		/s/ Kevin Kearns
				Name: Kevin Kearns
				Title: Vice President

LOOMIS SAYLES CREDIT ASSET TRUST,*
As Lender

By: Loomis Sayles Trust Company, LLC,

[Signature page to Amendment Agreement]

LOOMIS SAYLES CREDIT ASSET TRUST,

By: Loomis Sayles Trust Company, LLC,

BAUPOST GROUP SECURITIES, L.L.C.,
as Lender

By: The Baupost Group, L.L.C., its manager

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

[Signature page to Amendment Agreement]

SCHEDULE 1

Local Counsel

Jurisdiction		Counsel		Credit Party
Domestic:
Massachusetts		Edwards Angell Palmer & Dodge LLP		CIT Technology Financing Services, Inc.
New Jersey		Edwards Angell Palmer & Dodge LLP		The CIT Group/BC Securities Investment, Inc.
				The CIT Group/CmS Securities Investment, Inc.
				The CIT Group/Equity Investments, Inc.
				The CIT Group/FM Securities Investment, Inc.
				The CIT Group/LsC Securities Investment, Inc.
				The CIT Group/Venture Capital, Inc.
Michigan		Varnum, Riddering, Schmidt & Howlett LLP		CIT Technologies Corporation
Foreign:
Barbados		Clarke Gittens Farmer		CIT Financial (Barbados) Srl
Canada		Blake, Cassels & Graydon LLP		CIT Financial (Barbados) Srl
				CIT Holdings Canada ULC
				CIT Financial Ltd./Services Financiers CIT Ltee
Ireland		Matheson Ormsby Prentice		CIT Holdings No. 2 (Ireland)
				CIT Holdings Canada ULC

SCHEDULE 2

Filings, Recordations, Searches and Other Documentation

I. Filings and Recordations

A. UCC Financing Statements for the following debtors have been filed and amendments and/or terminations will be filed as noted below:

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
Aircraft MSN 1625 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367662200941
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367663200942
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft MSN 658 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367682200945
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367688200951
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trust)		August 17, 2009			367579200949
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			368000200932

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft MSN 762 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367677200948
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367689200952
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft MSN 2066 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367664200943
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367665200944
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft MSN 2078 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367683200946
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367694200949
				Amendment		Form of filing delivered to Successor Collateral Agent

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
Aircraft MSN 2662 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367669200948
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367693200948
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft MSN 22612 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367685200948
				Termination		September 21, 2009			367685200948
				Initial (for Trustee)		September 21, 2009			367697200952
				Termination		September 21, 2009			367697200952
Aircraft MSN 2359 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367668200947
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367700200937
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft MSN 26839 Trust		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367671200942
				Amendment		Form of filing delivered to Successor Collateral Agent

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
				Initial (for Trustee)		August 17, 2009			367690200945
				Amendment		Form of filing delivered to Successor Collateral Agent
Aircraft (N527UA) Trust		Delaware Secretary of State		Initial (for Trust)		August 14, 2009			2009 2611819
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 14, 2009			2009 2611744
				Amendment		Form of filing delivered to Successor Collateral Agent
Baffin Shipping Co., Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324793
				Amendment		Form of filing delivered to Successor Collateral Agent
C.I.T. Leasing Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2324801
				Amendment		Form of filing delivered to Successor Collateral Agent
		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367676200947
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367692200947
				Amendment		Form of filing delivered to Successor Collateral Agent

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
C.I.T. Leasing Corporation, as settlor under Trust Agreement (MSN 24522) dated August 16, 1999		Utah Division of Corporations and Commercial Code		Initial (for Trust)		August 17, 2009			367680200943
				Amendment		Form of filing delivered to Successor Collateral Agent
				Initial (for Trustee)		August 17, 2009			367695200950
				Amendment		Form of filing delivered to Successor Collateral Agent
Capita Colombia Holdings Corp.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324819
				Amendment		Form of filing delivered to Successor Collateral Agent
Capita Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2324827
				Amendment		Form of filing delivered to Successor Collateral Agent
Capita International L.L.C.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324835
				Amendment		Form of filing delivered to Successor Collateral Agent
Capita Premium Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2324843
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Capital USA Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324850

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT China 12, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324868
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT China 13, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324876
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT China 2, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324884
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT China 3, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324892
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Communications Finance Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2324900
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Credit Finance Corp.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324918
				Amendment		Form of filing delivered to Successor Collateral Agent

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
CIT Credit Group USA Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324926
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Financial (Barbados) SRL		District of Columbia		Initial		July 23, 2009			2009080273
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Financial Ltd.		District of Columbia		Initial		July 23, 2009			2009080434
				Amendment		Form of filing delivered to Successor Collateral Agent
				Termination		Form of filing delivered to Successor Collateral Agent
CIT Financial Ltd. of Puerto Rico		Delaware Secretary of State		Initial		July 20, 2009			2009 2324934
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Financial Ltd./Services Financiers CIT LTEE		District of Columbia		Initial		July 23, 2009			2009080272
				Amendment		Form of filing delivered to Successor Collateral Agent
				Termination		Form of filing delivered to Successor Collateral Agent
CIT Financial USA, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2324942
				Amendment		Form of filing delivered to Successor Collateral Agent

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
CIT Group (NJ) LLC		Delaware Secretary of State		Initial		July 20, 2009			2009 2325253
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Group Funding Company of Delaware LLC		Delaware Secretary of State		Initial		July 20, 2009			2009 2325261
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Group Holdings (UK) Limited		District of Columbia		Initial		July 23, 2009			2009080274
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Group SF Holding Co., Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2325048
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Healthcare LLC		Delaware Secretary of State		Initial		July 20, 2009			2009 2325055
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Holdings No. 2 (Ireland)		District of Columbia		Initial		July 23, 2009			2009080277
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Holdings Canada ULC		District of Columbia		Initial		July 23, 2009			2009080275
				Amendment		Form of filing delivered to Successor Collateral Agent

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
CIT Holdings, LLC		Delaware Secretary of State		Initial		July 20, 2009			2009 2325063
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Lending Services Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2325071
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Lending Services Corporation (Illinois)		Delaware Secretary of State		Initial		July 20, 2009			2009 2325089
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Loan Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2325097
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Real Estate Holding Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2325105
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Realty LLC		Delaware Secretary of State		Initial		July 20, 2009			2009 2325113
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Technologies Corporation		Michigan Department of State		Initial		July 20, 2009			2009105973-7

		Jurisdiction
		and Filing		Type of		Acknowledgment		Acknowledgment
Name of Debtor		Office		Filing		Date		Number
				Amendment		Form of filing delivered to Successor Collateral Agent
CIT Technology Financing Services, Inc.		Massachusetts Secretary of the Commonwealth		Initial		July 20, 2009			200974394190
				Amendment		Form of filing delivered to Successor Collateral Agent
Education Loan Servicing Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2325121
				Amendment		Form of filing delivered to Successor Collateral Agent
Equipment Acceptance Corporation		New York Secretary of State		Initial		July 20, 2009			200907205661443
				Amendment		Form of filing delivered to Successor Collateral Agent
Franchise Portfolio 1, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2325139
				Amendment		Form of filing delivered to Successor Collateral Agent
Franchise Portfolio 2, Inc.		Delaware Secretary of State		Initial		July 20, 2009			2009 2325147
				Amendment		Form of filing delivered to Successor Collateral Agent
GFSC Aircraft Acquisition Financing Corporation		Delaware Secretary of State		Initial		July 20, 2009			2009 2325154
				Amendment		Form of filing delivered to Successor Collateral Agent