EXHIBIT 99.7
STOCKHOLDERS SUPPORT AGREEMENT
STOCKHOLDERS SUPPORT AGREEMENT, dated as of January 4, 2005 (this
"Agreement"), among CIT GROUP INC., a Delaware corporation ("Parent") The deRose
Foundation, a California non-profit corporation ("Foundation"), 5/29/1991 AMD
Trust, a trust governed by the laws of California ("Daughter's Trust") and The
deRose Family Trust dated November 16, 1986, a trust governed by the laws of
California ("Family Trust," and together with Foundation and Daughter's Trust,
the "Stockholders," and each a "Stockholder").
WHEREAS, as of the date hereof, each Stockholder owns of record and has
the power to vote the number of shares of common stock, par value $0.001 per
share ("Company Common Stock"), of Education Lending Group, Inc., a Delaware
corporation (the "Company"), as set forth opposite such Stockholder's name on
Exhibit A attached hereto ("Exhibit A") (all such shares of Company Common Stock
and any shares of Company Common Stock of which ownership of record or the power
to vote is hereafter acquired by each Stockholder prior to the termination of
this Agreement being referred to herein as the "Shares"); and
WHEREAS, Parent, a wholly owned subsidiary of Parent ("Merger Sub") and
the Company propose to enter into, simultaneously herewith, an Agreement and
Plan of Merger (the "Merger Agreement"; terms used but not defined in this
Agreement shall have the meanings ascribed to them in the Merger Agreement), a
draft of which has been made available to each Stockholder, which provides, upon
the terms and subject to the conditions thereof, for the merger of Merger Sub
with and into the Company (the "Merger");
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, Parent and each of the Stockholders hereby
agree as follows:
1. Tender of Shares. Promptly following the commencement of the Offer,
each Stockholder hereby agrees that such Stockholder (a) shall tender, or cause
to be tendered, in the Offer, as promptly as practicable but in any event within
three business days of the date of the commencement of the Offer, all of its
Shares pursuant to the terms of the Offer and (b) shall not withdraw, or cause
to be withdrawn, such Shares.
2. Grant of Proxy. Each Stockholder, by this Agreement, with respect to
its Shares, hereby grants an irrevocable proxy to Parent (and agrees to execute
such documents or certificates evidencing such proxy as Parent may reasonably
request) to vote, at any meeting of the stockholders of the Company, and in any
action by written consent of the stockholders of the Company, all of such
Stockholder's Shares (i) in favor of the approval and adoption of the Merger
Agreement and approval of the Merger and all other transactions contemplated by
the Merger Agreement and this Agreement, (ii) against any Company Acquisition
Proposal, (iii) against any action, agreement or transaction (other than the
Merger Agreement or the transactions contemplated thereby) or proposal that
could result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or that
could result in any of the conditions to the consummation of the Offer or the
Merger not being fulfilled, and (iv) in favor of any other matter necessary to
the consummation of the transactions contemplated by the Merger Agreement and
considered and voted upon by the stockholders of the Company. Each Stockholder
further agrees to cause such Stockholder's Shares to be voted in accordance with
the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
3. Transfer of Shares. Each Stockholder agrees that it shall not, directly
or indirectly, except as provided in this Agreement, (a) sell, assign, transfer
(including by operation of law), lien, pledge, dispose of or otherwise encumber
any of the Shares or otherwise agree to do any of the foregoing, (b) deposit any
Shares into a voting trust or enter into a voting agreement or arrangement or
grant any proxy or power of attorney with respect thereto, (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect acquisition or sale, assignment, transfer (including by operation of
law) or other disposition of any Shares or (d) take any action that would make
any representation or warranty of such Stockholder herein untrue or incorrect in
any material respect or have the effect of preventing or disabling such
Stockholder from performing its obligations hereunder.
4. No Solicitation of Transactions. Each Stockholder will not, and will
direct and will cause its employees and agents not to, directly or indirectly,
(i) solicit, initiate, knowingly encourage, take any action to facilitate the
consummation of, or enter into agreements with any other Person with respect to,
any Company Acquisition Proposal, (ii) participate in discussions or
negotiations with any Person with respect to a Company Acquisition Proposal, or
(iii) in connection with a Company Acquisition Proposal, disclose any nonpublic
information relating to the Company or any of its Subsidiaries to any Person.
Each Stockholder will promptly notify Parent orally, and confirm such
notification in writing within 24 hours of such notification, of any Company
Acquisition Proposal or any inquiries with respect thereto. Any such written
notification will include the identity of the Person making such inquiry or
Company Acquisition Proposal and a description of the material terms of the
Company Acquisition Proposal (or the nature of the inquiry) and will indicate
whether the Company is providing or intends to provide the Person making the
Company Acquisition Proposal with access to nonpublic information relating to
the Company or any of its Subsidiaries.
5. Disclosure. Each Stockholder authorizes and agrees to permit Parent and
Merger Sub to publish and disclose in the Offer Documents and the Proxy
Statement and related filings under the securities laws such Stockholder's
identity and ownership of Shares and the nature of its commitments, arrangements
and understandings under this Agreement and any other information required by
Applicable Law.
6. Representations and Warranties of the Stockholders. Each Stockholder
hereby severally represents and warrants to Parent as follows:
(a) Such Stockholder has full legal right and capacity to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by such Stockholder and, assuming the due authorization, execution and
delivery by Parent, constitutes the legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms.
(b) The execution and delivery of this Agreement by such Stockholder do
not, and the performance of this Agreement by such Stockholder will not (A)
result in any breach of or constitute a default (or an event which, with notice
or lapse of time or both, would become a default) under, or give to others any
right of termination, amendment, acceleration or cancellation of, or result in
the creation of a Lien or other encumbrance on such Stockholder's Shares
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation or (B) violate any
Applicable Law.
(c) Such Stockholder owns of record and beneficially and has good and
marketable title to, free and clear of any Lien, proxy, voting restriction,
limitation on disposition, adverse claim of ownership or use or encumbrance of
any kind, other than pursuant to this Agreement, and has the sole power to vote
and full right, power and authority to sell, transfer and deliver, the number of
Shares set forth opposite such Stockholder's name on Exhibit A.
(d) Such Stockholder has had access, prior to the execution of this
Agreement, to the information it felt it needed and desired in connection with
its evaluation of this Agreement and the Merger Agreement and the transactions
contemplated hereby and thereby and has had, prior to the execution of this
Agreement, the opportunity to ask questions of, and receive answers from, the
Company and legal counsel concerning the terms and conditions of the
transactions contemplated by this Agreement and the Merger Agreement and to
obtain additional information necessary to assess the transactions contemplated
hereby and thereby.
(e) None of the information relating to such Stockholder and its
affiliates provided by or on behalf of such Stockholder or its affiliates for
inclusion in the Schedule 14D-9 the Offer Documents, or the Proxy Statement
will, at the respective times the Schedule 14D-9, the Offer Documents, or the
Proxy Statement are filed with the SEC or are first published, sent or given to
stockholders of the Company, contain any untrue statement of material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
7. Termination. The obligations of each Stockholder under this Agreement
shall terminate upon the earlier of (i) the termination of the Merger Agreement
in accordance with its terms, (ii) the Effective Time and
(iii) December 31, 2005. Nothing in this Section 7 shall relieve any party of
liability for any breach of this Agreement.
8. Miscellaneous. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and
expenses; all notices, requests and other communications hereunder shall be in
writing (including facsimile) and shall be given to the respective parties at
their addresses as specified on the signature pages of this Agreement and shall
be effective upon receipt; if any term or other provision of this Agreement is
invalid, illegal or unenforceable, all other provisions of this Agreement shall
remain in full force and effect so long as the economic and legal substance of
the transactions contemplated hereby is not affected; this Agreement constitutes
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements, both written and oral, between the parties,
with respect to the subject matter hereof; this Agreement shall not be assigned,
except that Parent may assign all or any of its rights and obligations hereunder
to any affiliate of Parent; provided, however, that no such assignment shall
relieve Parent of its obligations hereunder if such assignee does not perform
such obligations; the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns;
neither this Agreement nor any provision hereof is intended to confer upon any
Person other than the parties any rights or remedies; the parties agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity; the interpretation, validity and enforceability of
this Agreement will be governed by the laws of the State of Delaware,
notwithstanding any conflict of law provision; this Agreement may be signed in
any number of counterparts, each of which will be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument;
this Agreement will become effective when each party has received counterparts
hereof signed by all of the other parties; any provision of this Agreement may
be amended or waived if such amendment or waiver is in writing and duly executed
and delivered, in the case of an amendment, by each of the parties or, in the
case of a waiver, by the party against whom the waiver is to be effective; no
failure or delay by any party in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege; the headings contained in this Agreement
are for reference purposes only and will not in any way affect the meaning or
interpretation of this Agreement; from time to time, at the request of Parent,
in the case of the Stockholders, or at the request of the Stockholders, in the
case of Parent, and without further consideration, each party shall execute and
deliver or cause to be executed and delivered such additional documents and
instruments and take all such further action as may be reasonably necessary or
desirable to consummate the transactions contemplated by this Agreement; EACH OF
THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
CIT GROUP INC.
/s/ Chris Reilly
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Name: Chris Reilly
Title: Executive Vice President
THE DEROSE FOUNDATION
/s/ Robert deRose
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Name: Robert deRose
Title: President
Address:
5/29/1991 AMD TRUST
/s/ Robert deRose
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Name: Robert deRose
Title: Trustee
Address:
THE DEROSE FAMILY TRUST DATED
NOVEMBER 16, 1986
/s/ Robert deRose
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Name: Robert deRose
Title: Trustee
Address:
EXHIBIT A
Number of Shares of Company
Common Stock Owned
Stockholder Beneficially and of Record
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The deRose Foundation 25,000
5/29/1991 AMD Trust 40,000
The deRose Family Trust dated November 16, 1986 1,084,000