FILED VERSION
EXPANSION TERM FACILITY
TERM SHEET
Description: |
Capitalized terms used without definition have the meanings given to them in the Amended Offering Memorandum, Disclosure Statement and Solicitation of Acceptances of a Prepackaged Plan of Reorganization dated October 16, 2009 (including any supplements thereto) (the "Offering Memorandum"). |
Borrowers: |
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Guarantors: |
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Administrative and Collateral Agent: |
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Expansion Term Facility: |
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amendment to that certain ISDA Master Agreement, Schedule to the ISDA Master Agreement, Credit Support Annex and Confirmation, each dated June 6, 2008, between CIT Financial Ltd. and Goldman Sachs International and the related guarantees by CIT Group Inc. and CIT Financial (Barbados) Srl, in each case as amended (the “TRS Facility”), to pay a make-whole premium and provide cash collateral in respect thereof, (v) by Borrowers other than CIT Group Inc. in an amount of up to $500 million (plus a cushion of 5% for U.S. dollar-denominated letters of credit and 20% for non-U.S. denominated letters of credit), to cash collateralize letters of credit under that certain 5-year letter of credit issuance and reimbursement agreement, dated as of May 23, 2005, among CIT, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and the other banks and financial institutions from time to time party thereto (the “JPM Facility”) and letters of credit (including replacements of letters of credit issued under the JPM Facility) issued under a new facility for the issuance of letters of credit for the benefit of CIT and its subsidiaries (such new letter of credit facility, the “Expansion L/C Facility”) and (v) by Borrowers other than CIT Group Inc. in an amount of up to $500 million for general corporate purposes, including without limitation the use of up to $150 million of such amount to provide financing for obligors under a joint venture relationship with Avaya Inc., and including fees and expenses related to the transactions contemplated hereby. Prior to being used for a Permitted Purpose the proceeds of the Expansion Term Facility will be deposited in one or more cash collateral account to secure the Amended Credit Facility. | |
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Exit Fees: |
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Amendment Fee for Existing Senior Secured Facility: |
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Call Premium: |
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Security: |
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Prepackaged Chapter 11: |
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Covenants: |
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affirmative and negative covenants for the Existing Senior Secured Facility, with certain changes to conform certain covenants to the negative covenants and related defined terms described in the "Description of New Notes" set forth in CIT's Offering Memorandum, changes to permit the Expansion L/C Facility, changes to permit amendment to the TRS Facility, and such other changes as agreed by the Borrowers and the requisite lenders pursuant to the Amended Credit Facility. If Delaware Funding is released as a guarantor, other than in respect of existing agreements, the ability of CIT and its restricted subsidiaries to invest in Delaware Funding will be eliminated and all transactions with Delaware Funding will be on an arm’s-length basis. | |
Financial Covenant: |
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Voluntary Prepayments ofOther Debt: |
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Mandatory Prepayments: |
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Reps & Warranties: |
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Events of Default: |
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Conditions Precedent: |
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of Expansion Term Loans are used to refinance Existing Debt on a borrowing date, conditions precedent to such borrowing (or release from the cash collateral account as applicable) will include evidence reasonably satisfactory to the Administrative Agent that the applicable Expansion Collateral is (or contemporaneously with the refinancing of such Existing Debt will be) owned by a Borrower and has been (or contemporaneously with the refinancing of such Existing Debt will be) pledged to secure the Amended Credit Facility. |
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Schedule A
Existing Debt1
1. | Amended and Restated Receivables Transfer and Servicing Agreement, dated as of December 24, 2003, among CMS Funding Company LLC, as seller of participating interest, The CIT Group/Commercial Services, Inc., as the servicer, the commercial paper conduits party thereto, as committed purchasers, the agents party thereto, as funding agents, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, and other related transaction documents (“Trade Finance Business/Conduit”). |
2. | Loan and Security Agreement, dated as of November 3, 2008, among CIT Middle Market Funding Company, LLC, as borrower, CIT Lending Services Corporation, as collateral manager and Wells Fargo Bank, N.A., as lender, as agent, as custodian, and as bank, and other related transaction documents and Pledge and Collateral Assignment Agreement, dated as of November 3, 2008, between CIT Middle Market holdings, as pledgor, and Wells Fargo Bank, N.A., as agent, and other related transaction documents (“Wells Fargo Facility”). |
3. | ECA loan facility, between CIT Aerospace International, as head Lessee, Madeleine Leasing Limited, as Borrower and Lessor, Various Financial Institutions as Original ECA Lenders, ABN AMRO Bank N.V., Paris branch, as French National Agent, ABN AMRO Bank N.V., Niederlassung Deutschland, as German National Agent, ABN AMRO Bank N.V., London Branch, as British National Agent, Security Trustee and ECA Facility Agent, and CIT Aerospace International, as Servicing Agent (“ECA”). |
4. | The TRS Facility. |
5. | Various Rail Head Lease transactions with The CIT Group/Equipment Financing, Inc., as lessee (“Rail Head Leases”). |
1See accompanying table.
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Table to Schedule A to
Expansion Term Facility Term Sheet
Purpose | Amount (Millions) | Additional Borrower | Collateral | Drawing/Refinancing Dates | |
Trade Finance | $1,000 | None. (Borrower is | All right, title and interest in, to and | Drawing: On or after October | |
Business/Conduit | The CIT | under: | 26, but prior to November 30. | ||
Group/Commercial | |||||
Services, Inc.) | • | all property reassigned to The CIT | Refinancing: On or prior to | ||
Group/Commercial Services, Inc. by | January 31, 2010. | ||||
CMS Funding Company LLC (the | |||||
current conduit borrower) upon the | |||||
payoff of the trade receivables | |||||
conduit, including receivables | |||||
representing indebtedness and | |||||
payment obligations of obligors to | |||||
The CIT Group/Commercial | |||||
Services, Inc. arising from the sale | |||||
of goods or provision of services or | |||||
in respect of agreements between | |||||
The CIT Group/Commercial | |||||
Services, Inc. and its clients, the | |||||
assets relating thereto and the | |||||
collections therefrom, | |||||
• | all proceeds from the foregoing, | ||||
• | all equipment of CMS Funding | ||||
Company LLC, and | |||||
• | all related accounts and all funds, | ||||
instruments therein and all property | |||||
received or receivable in respect | |||||
thereto. | |||||
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Purpose | Amount (Millions) | Additional Borrower | Collateral | Drawing/Refinancing Dates | |
Wells Fargo | $249 | None. (Borrower is | Any and all rights to receive payments, | Drawing: On or after October | |
Facility | CIT Lending | either reassigned to CIT Lending Services | 26, but prior to November 30. | ||
Services | Corporation by CIT Middle Market Funding | ||||
Corporation) | Company LLC (the current conduit | Refinancing: On or prior to | |||
borrower) or assumed by CIT Lending | January 31, 2010. | ||||
Services upon merging with CIT Middle | |||||
Market Funding Company LLC, upon | |||||
payoff of the conduit: | |||||
• | the secured loan agreements and | ||||
credit agreements between certain | |||||
CIT entities and obligors (or | |||||
promissory notes issued by obligors | |||||
in favor of certain CIT entities), | |||||
• | the related accounts, and related | ||||
rights, benefits, income and | |||||
proceeds therefrom, and | |||||
• | all right, title and interest in | ||||
proceeds, dividends, distributions | |||||
and other assets and rights related | |||||
thereto, and all proceeds of the | |||||
foregoing. | |||||
ECA | $1,085 | CIT Aerospace | Certain aircraft together with any applicable | Drawing: On or after October | |
International | leases thereof. If there is a repayment of all | 26, but prior to November 30. | |||
("CITAI")1 | or any portion of the ECA loan facility, | ||||
CITAI will obtain title to each aircraft with | Refinancing: On or prior to | ||||
respect to which the loans have been repaid. | January 31, 2010. | ||||
In such event, CITAI will provide the | |||||
Collateral Agent with substantially the | |||||
same security | |||||
1 Madeleine Leasing Ltd. is the borrower under the ECA loan facility. It is not a CIT company but acts as the head lessor under aircraft head leases with CITAI in the ECA loan facility structure.
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Purpose | Amount (Millions) | Additional Borrower | Collateral | Drawing/Refinancing Dates | |
interest in such aircraft (and opinions with | |||||
respect thereto) as the agent for the ECA | |||||
lenders received from Madeleine Leasing | |||||
Ltd., the borrower under the ECA loan facility, | |||||
provided that such security interest will be | |||||
released if the percentage of shares of CITAI | |||||
pledged to the Collateral Agent is reduced in | |||||
accordance with the terms of the Amended | |||||
Credit Facility (not before January 2012). | |||||
Goldman Sachs | $2,266 | C.I.T. Leasing | The TRS Facility relates to certain | Drawing: On or after October | |
Facility | Corporation or a | securitization assets (the "Reference | 26, but prior to November 30. | ||
newly-formed U.S. | Obligations") that may be repurchased | ||||
affiliate who will | by CIT Financial Ltd. If some or all | Refinancing: On or prior to | |||
become a Borrower | of the Reference Obligations are | January 31, 2010. | |||
repurchased, additional Collateral includes | |||||
all rights of C.I.T. Leasing Corporation or a | |||||
newly-formed U.S. affiliate (who will become | |||||
a Borrower) (either entity, the “Designated | |||||
Borrower”). To the extent we are | |||||
repurchasing any Reference Obligations by | |||||
CIT Financial Ltd., such Reference | |||||
Obligations will be immediately transferred | |||||
to the Designated Borrower to satisfy | |||||
obligations under an unsecured | |||||
intercompany loan (borrowed by CIT | |||||
Financial Ltd. for the purposes of paying | |||||
the purchase price of the Reference | |||||
Obligations). | |||||
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Purpose | Amount (Millions) | Additional Borrower | Collateral | Drawing/Refinancing Dates |
Rail Head Leases | $1,650 | None (Borrower is | Up to 28,493 rail cars and other rolling stock | Drawing: On or after October |
The CIT | currently subject to certain lease | 26, 2009, but prior to | ||
Group/Equipment | financings of The CIT Group/Equipment | November 30, 2009. | ||
Financing, Inc.) | Financing, Inc., as lessee, but only if and to | |||
the extent title to such rail cars and rolling | Refinancing: On or prior to | |||
stock is transferred to The CIT | January 31, 2010. | |||
Group/Equipment Financing, Inc. The | ||||
lessors have not yet determined | ||||
which, if any, of such rail cars and rolling | ||||
stock will be transferred to The CIT | ||||
Group Equipment Finance Inc. | ||||
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