Addresses Unfunded Financing Proposal from Carl Icahn

NEW YORK--(BUSINESS WIRE)--Oct. 28, 2009-- CIT Group Inc. (NYSE: CIT), a leading provider of financing to small businesses and middle market companies, today announced that it has expanded its current $3 billion senior secured credit facility by an additional $4.5 billion. The new $4.5 billion tranche, which is being provided by a diverse group of lenders, including many of the Company’s bondholders, will be secured by substantially the same assets as the existing $3 billion tranche and any additional collateral that becomes available as a result of the Company’s refinancing of certain existing secured credit facilities.

“We believe this secured financing will serve the best interests of all stakeholders and will allow us to better position CIT for the future,” said Jeffrey M. Peek, Chairman and CEO. “This expanded credit facility will allow us to continue to serve our existing small business and middle market customers as we advance our restructuring plan.”

The new $4.5 billion tranche matures in January 2012, and includes an option for the Company to extend all or a portion of the new tranche for an additional year. It is expected to close today and will be used to refinance a portion of the Company’s existing secured indebtedness, which may come due as a result of the restructuring, and for general corporate purposes.

The Company also addressed a commitment letter received yesterday from Carl Icahn to provide CIT a new $4.5 billion term loan. Although Mr. Icahn and his advisors had been in discussions with the Company for several days and were fully aware of CIT’s deadline, they provided the Company less than one hour to review and accept his commitment letter. Additionally, despite several requests from the Company for information and multiple deadline extensions, the Company has yet to receive a signed credit agreement and evidence of Mr. Icahn’s ability to fund the commitment.

As a result of the lack of evidence that Mr. Icahn has arranged sufficient funding at this time, CIT’s Board of Directors determined that the best interests of the Company and its stakeholders would be served by proceeding with the credit facility provided by a diverse group of lenders.

Through the substantial deleveraging featured in CIT’s restructuring plan, whether completed in or out of court, the Company is confident that CIT will emerge as a strong bank holding company with improved capital, liquidity and earnings potential. CIT remains fully committed to serving its small business and middle market customers, as it has for more than 100 years.

For Additional Information

The Company has filed an 8-K containing the amended terms of the New Credit facility. In addition, a pre-recorded webcast presentation from CIT’s senior management team covering the Company’s current restructuring plan is available on its website (http://ir.cit.com). Further information about the Company, its restructuring plan, including the amended offering memorandum, is available at www.cit.com.

Bank of America, N.A. served as Administrative and Collateral agent on the New Credit facility.

Evercore Partners, Morgan Stanley and FTI Consulting are the Company’s financial advisors Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT’s Board of Directors.

Individuals interested in receiving future updates on CIT via e-mail can register at http://newsalerts.cit.com.

About CIT

CIT (NYSE: CIT) is a bank holding company with more than $60 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the Fortune 500. www.cit.com

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “commence,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All statements contained in this press release, other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially. Important factors that could cause our actual results to be materially different from our expectations include, among others, CIT may need to seek protection under the US Bankruptcy Code, even if the tender offer is consummated, the risk that the $3 billion loan facility does not provide the liquidity that CIT is seeking due to material negative changes to CIT’s liquidity from draw down of loans by customers, the risk that CIT is unsuccessful in its efforts to effectuate a comprehensive restructuring of its liabilities, in which case CIT may be forced to seek bankruptcy relief. Accordingly, you should not place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

Source: CIT Group Inc.

CIT MEDIA RELATIONS:
C. Curtis Ritter, 212-461-7711
Director of External Communications & Media Relations
Curt.Ritter@cit.com
or
CIT INVESTOR RELATIONS:
Ken Brause, 1-866-54CITIR (542-4847)
Executive Vice President
investor.relations@cit.com