Securities Law & Instruments


Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only one security holder - issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am. s. 83.














WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, Saskatchewan, Ontario, Quebec and Nova Scotia (collectively, the "Jurisdictions") has received an application from CIT Exchangeco Inc. (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer is a company incorporated under the laws of Nova Scotia on September 15, 1999. The registered office of the Filer is located at 1959 Upper Water Street, Suite 800, Halifax, Nova Scotia, B3J 2X2 and the head office is located at 1 CIT Drive, Livingston, New Jersey 07039, USA.

2. The authorized capital of the Filer consists of: (a) one million common shares; (b) 15 billion non-cumulative non-voting class A preference shares; (c) one billion cumulative non-voting class B preference shares; and (d) one billion exchangeable shares (the "Exchangeable Shares"). As of the date hereof 3,139,061 common shares, 1,499,640,972 class A preference shares, 58,495,830 class B preference shares and 534,360 Exchangeable Shares (collectively, the "Shares") are issued and outstanding. All of the Filer's issued and outstanding Shares are held by 3026192 Nova Scotia Company, the Filer's holding body corporate.

3. 3026192 Nova Scotia Company ("Newco") is an unlimited liability company incorporated under the laws of Nova Scotia and is not a reporting issuer or the equivalent thereof in any of the Jurisdictions.

4. Newco and the Filer are wholly-owned subsidiaries of CIT Group Inc., a Delaware corporation ("CIT").

5. The Filer has no securities, including debt securities, outstanding other than the Shares owned by Newco.

6. The Exchangeable Shares were delisted from The Toronto Stock Exchange on July 5, 2002. No securities, including debt securities, of the Filer are listed or quoted for trading on any exchange or market.

7. The Filer is a reporting issuer or its equivalent in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Nova Scotia.

8. The CIT Group, Inc. ("Old CIT") and the Filer were wholly-owned indirect subsidiaries of Tyco International Inc. ("Tyco") until July 8, 2002. On that date, Tyco transferred all of the assets and liabilities of Old CIT (including indirect ownership of the Filer) to CIT and Tyco then sold 100% of its interest in CIT through an initial public offering in the United States (the "Tyco Reorganization").

9. As part of the Tyco Reorganization, on June 20, 2002, the board of directors of the Filer announced that, effective July 5, 2002, the Exchangeable Shares would be redeemed in accordance with their terms. On receipt of notice of the redemption, Newco exercised its call right under the conditions governing the Exchangeable Shares to purchase the Exchangeable Shares. As of July 5, 2002, Newco has owned all of the issued and outstanding Exchangeable Shares.

10. Pursuant to an order dated May 31, 2001 (the "May Order"), the securities regulatory authorities (the "Regulatory Authorities") in the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the "Applicable Provinces") granted relief such that the requirements contained in the securities legislation of the Applicable Provinces with respect to the Filer to (i) issue a press release and file a report with the Regulatory Authorities upon the occurrence of a material change, (ii) file interim financial statements and audited financial statements with the Regulatory Authorities and deliver such statements to the security holders of the Filer, (iii) file an information circular or make an annual filing with the Regulatory Authorities in lieu of filing an information circular, (iv) file an annual information form and (v) provide management's discussion and analysis of financial conditions and results of operations, do not apply to the Filer provided that, among other requirements, Tyco file with each of the Regulatory Authorities copies of all documents required to be filed by it with the United States Securities and Exchange Commission under the United States Securities Exchange Act of 1934. A similar order was granted by the Commission des valeurs mobilières du Québec on June 1, 2001 (together with the May Order, the "2001 Orders").

11. The Filer is not in default of its reporting issuer obligations under the Legislation, other than with respect to filings required after July 5, 2002, when the Filer became a wholly-owned subsidiary of Newco. The requirements of the 2001 Orders, and the continuance by the Filer as a reporting issuer (or equivalent), are no longer relevant subsequent to the redemption of the Exchangeable Shares on July 5, 2002.

12. Newco does not intend to cause the Filer to file with the applicable securities regulators any continuous disclosure documents required pursuant to the Legislation after July 5, 2002.

13. The Filer has no present intention of seeking public financing by way of an offering of its securities.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer or the equivalent under the Legislation.

April 24, 2003.

"John Hughes"