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CIT » Topics » SECTION 3.10. Contracts and Commitments.

This excerpt taken from the CIT 8-K filed Jan 6, 2005.

SECTION 3.10. Contracts and Commitments.

        Except as set forth in the Company SEC Reports or on Section 3.10 of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries is a party to or bound by any agreement, contract, commitment or other written instrument of the following type:

          (a) any loan agreement, origination agreement, indenture, credit facility, securitization agreement, mortgage, security agreement, pledge agreement, deed of trust, bond, note, guaranty, surety, trust agreement and/or other agreement or instrument relating to (i) the borrowing of money or obtaining extensions of credit by the Company or any of its Subsidiaries or (ii) the loaning of money or granting extensions of credit (other than student loans) by the Company or any of its Subsidiaries;

          (b) any agreement pursuant to which the Company or any of its Subsidiaries has purchased, generated or sold student loans in excess of Five Million Dollars ($5,000,000) in principal amount;


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          (c) any agreement relating to the extension of insurance or the providing of any guarantee, pursuant to the Higher Education Act of 1965, as amended (the “Higher Education Act”), by any federal agency or other entity of the principal of and/or accrued interest on any student loan extended by the Company or any of its Subsidiaries;

          (d) any agreement by which the Company or any of its Subsidiaries services student loans for any third party or by which any third party services student loans for the Company or any of its Subsidiaries;

          (e) any open purchase order or contract for capital expenditures by the Company or any of its Subsidiaries in excess of One Million Dollars ($1,000,000);

          (f) any agreement for the lease of real property by the Company or any of its Subsidiaries;

          (g) any contract or agreement that subjects the Company or any of its Subsidiaries to restrictions on the competitive conduct of their businesses or prohibits or otherwise restricts the Company or any of its Subsidiaries from soliciting customers, vendors or employees of third parties;

          (h) any joint venture, partnership, royalty or similar agreement involving the sharing of profits and/or expenses between the Company or any of its Subsidiaries and any third party;

          (i) any business acquisition or divestiture agreement (or any letter of intent, term sheet or draft agreement relating to any such pending transaction);

          (j) any contract relating in whole or in part to the licensing to or from the Company or any of its Subsidiaries of any material Intellectual Property Right (as defined in Section 3.19(c));

          (k) any contract or agreement with any Governmental Authority;

          (l) any material sales, marketing or advertising agreement;

          (m) any employment contract;

          (n) any student loan guaranty or surety agency agreement; or

          (o) any other contract, agreement or commitment (i) with respect to which the aggregate amount that could reasonably be expected to be paid by the Company or any of its Subsidiaries would exceed One Million Dollars ($1,000,000) in any twelve (12)-month period following the date of this


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  Agreement, or (ii) that is otherwise material to the Company or any of its Subsidiaries.

The Company has made available to Parent copies of all written contracts and commitments listed in Section 3.10 of the Company Disclosure Schedule, summaries of all oral contracts and commitments listed in Section 3.10 of the Company Disclosure Schedule, and all modifications and supplements thereto (collectively, the “Material Contracts”). Except as disclosed in Section 3.10 of the Company Disclosure Schedule (i) each of the Material Contracts is in full force and effect, (ii) the Company or applicable Subsidiary, as the case may be, and, to the knowledge of the Company, all other parties to the Material Contracts have, in all material respects, performed their obligations and are not in default under the Material Contracts, (iii) the Company or applicable Subsidiary, as the case may be, has not given or received any notice of default under any of the Material Contracts, (iv) no event has occurred or condition exists that, with the giving of notice, the passage of time, or both, would constitute a default by the Company or applicable Subsidiary, as the case may be, or, to the knowledge of the Company, any other party under any of the Material Contracts, (v) neither the Company or applicable Subsidiary, as the case may be, nor, to the knowledge of the Company, any other party has waived, or extended the time for the performance of, any material obligations under the Material Contracts and (vi) neither the execution of this Agreement nor the consummation of the Offer or the Merger shall (A) constitute a default under, (B) give rise to cancellation rights under, (C) require the giving of notice to any third party under, (D) require the consent of any counterparty under, or (E) otherwise adversely affect any of the rights of the Company or any Subsidiary under, any Material Contract.

"SECTION 3.10. Contracts and Commitments." elsewhere:

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