Icahn Acts to Neutralize Scare Tactics of CIT Group; Announces Tender Offer for Smaller Holders

Icahn Acts to Neutralize Scare Tactics of CIT Group; Announces Tender Offer
for Smaller Holders

NEW YORK, Oct. 27 /PRNewswire/ -- Carl C. Icahn announced today that he is
providing downside protection for smaller CIT Group noteholders if they are
willing to support him in his opposition to the company's pre-packaged
bankruptcy plan. The protection will take the form of a 30 day tender offer at
60% of par value. Through this offer, Mr. Icahn will essentially provide a
free put option to small noteholders, assuring them a floor price in the event
the notes trade lower, while allowing them to benefit if the notes trade
higher -- and thus will seek to neutralize the variety of scare tactics
designed by CIT to coerce noteholders into supporting the company's plan. Mr.
Icahn believes that the pre-packaged plan being promoted by the company will
result in the destruction of value at CIT -- with the current Board of
Directors retaining control of the company -- and must be defeated.

In making the tender offer, Mr. Icahn stated that "smaller noteholders have
been disadvantaged by the restructuring process and completely ignored by CIT
and its advisors, as well as by those purportedly representing them."

Mr. Icahn went on to say that "it is very important that the smaller holders
realize that their vote matters greatly because, under applicable bankruptcy
law, CIT's pre-packaged plan -- which would entrench the Board at the
noteholders' expense -- requires, among other things, 50% in number of those
voting to approve the plan. This means that whether you own 1 note or 1,000
notes, your vote counts the same in determining whether the 50% in number is
achieved. Let us show CIT once and for all that the small noteholder is the
wrong group to ignore. Our tender offer provides downside protection to those
noteholders willing to stand up to the company and reject their plan in the
face of the scare tactics being used by the company."

Time is of the essence. In order to defeat the company's pre-packaged plan,
you must not participate in the company's exchange offer and you must vote to
reject the company's pre-packaged plan prior to the 11:59 p.m. deadline on
Thursday, October 29(th). In order to qualify for our offer, you must select
Option 3 on CIT's ballot -- which states that you are not participating in the
company's exchange offer and that you are voting to reject the company's
pre-packaged plan -- and when you tender, you must certify to us that you
voted in that manner. If you have already tendered your notes into CIT's
exchange offer, you have until the Thursday deadline to withdraw your notes
and change your vote to reject the company's pre-packaged plan. If you have
not received a ballot from CIT or you have any other questions, please contact
Vincent Intrieri at (212) 702-4328 or Stephen Mongillo at (212) 702-4343
immediately.

If a broker or financial advisor is acting for you, they will be paid $5.00
for each $1,000 in principal amount of notes tendered to us for assisting
their clients in casting their votes as we have described.

Specifics of the plan
In the event that the pre-packaged plan of reorganization/exchange offer
currently being proposed by CIT fails, certain of Mr. Icahn's affiliated
entities will commence a tender offer to purchase for cash any and all of the
outstanding CIT notes listed on the attached schedule (collectively, the
"Notes"), in each case at a price of $600 for each $1,000 in principal amount
of such Notes validly tendered. Noteholders will have 30 days from the date
the tender offer is made to determine whether or not they wish to tender and
may withdraw tendered Notes until the expiration of the offer. The terms and
conditions of the Offer will be set forth in an Offer to Purchase, Letter of
Transmittal and other related materials to be distributed to holders of the
Notes. The Offer will terminate immediately and be of no further effect in the
event that CIT announces that it has received the requisite votes necessary to
approve the pre-packaged plan/exchange offer that the company is promoting.
The Offer will not be subject to any financing condition and there will be no
conditions to the Offer based on any aggregate principal amount of Notes being
tendered. Other than the foregoing, the Offer will be subject only to
customary conditions.

In announcing the plan, Mr. Icahn also included the following letter to
smaller CIT noteholders.

AN OPEN LETTER TO SMALLER CIT NOTEHOLDERS

To the smaller holders:

As you are undoubtedly aware, CIT has been driven to the brink of bankruptcy
by a management team and Board of Directors who have made a series of
disastrous decisions while running your company. Now, in a final act of
desperation, the company has put forth a pre-packaged bankruptcy plan which
would leave the same Board of Directors and their successors in charge of the
company after it emerges from bankruptcy. The company's plan provides no
protections against the same types of decisions which got us to where we are
in the first place. The company will generate billions of dollars in cash flow
over the next few years -- cash that rightfully belongs to the noteholders.
However, rather than returning our money to us, the company's plan allows
management to hold on to our cash, with virtually no restrictions on how the
company uses the money. The company's plan will allow for business as usual
with the same leadership that got us into trouble in the first place.

I believe I am the largest holder of CIT notes and have been opposing CIT's
solicitation for approval of its Prepackaged Plan of Reorganization because I
believe that it is contrary to the interests of the holders of CIT notes.
While I would be supportive of a well-structured pre-packaged bankruptcy, I
believe that CIT's offer as currently structured provides no protection for
noteholders going forward and is likely to result in the deterioration of
value and business as usual for the current Board of Directors and management.
We are not against CIT continuing to have a bank and using its platforms
through the bank to make loans to small businesses. What we are very much
against is the pre-packaged plan being offered by the company, which would
entrench the very board members who have gotten us into this mess in the first
place and would put our assets in harm's way.

In light of this, I believe that a more rational plan structured through the
auspices of a traditional bankruptcy process would result in better long term
value for noteholders. CIT, on the other hand has said that it would be
disastrous for the company to file for bankruptcy without an approved Plan of
Reorganization -- painting a doomsday scenario in which the "estimated
recovery value for general unsecured claims in an accelerated liquidation is
between 6 - 37 cents per $1.00." I believe that CIT is trying to use scare
tactics to get you to vote for their Plan. I am not afraid of a
non-prepackaged bankruptcy for CIT. I don't believe that a traditional
bankruptcy would be worse for us than the result of the company's proposed
prepackaged Plan, which will result in the current Board of Directors and
their successors still running the company after it emerges from bankruptcy.
This Board has been the overseer of the precipitous ruination of CIT, so why
continue it in power?

Since we released our open letter to noteholders on Friday, we have received
numerous calls from noteholders supporting our position. Many of the callers
are smaller holders who believe that they have been effectively shut out of
the process by CIT, its advisors and Houlihan Lokey, purportedly an advisor to
noteholders. As I indicated above, they have been using a variety of scare
tactics to try to convince noteholders that a traditional bankruptcy -- or a
"free-fall bankruptcy" as the company calls it -- would be a disaster. On the
contrary, we are so confident in the underlying value of the company's assets
if properly managed, and so concerned about the potential for value
destruction under the company's current plan, that we are effectively willing
to provide a "floor price" of 60% of par -- compared to CIT's estimate of
between 6% and 37% in an accelerated liquidation scenario -- for 30 days for
those holders willing to stand up to the company. This in effect provides
small noteholders with a free put right. What you have to do is tell me that
you voted all of your Notes against CIT's pre-packaged plan and that you
marked on the ballot that you were not participating in the company's exchange
offer.

Don't forget that CIT's pre-packaged plan needs to be approved by both a
majority in number of holders of notes and holders of two-thirds of the
principal amount of notes. That requirement of bankruptcy law is the great
leveler. It means that the vote of the "little guy" counts as much as the vote
of those holding billions of dollars worth of CIT notes. We believe that the
small noteholder is being taken advantage of by CIT and also by those
purporting to represent the interests of all noteholders. It is not too late
to stand up and be counted. Don't be fooled by the company's scare tactics.

If you wish to participate in our tender offer, it is important that you vote
now or instruct your broker immediately to vote to reject CIT's plan. Votes
must be cast by 11:59 p.m. on Thursday, October 29(th). If you have any
inquiries, please contact Vincent Intrieri at (212) 702-4328 or Stephen
Mongillo at (212) 702-4343 immediately.

Noteholders with questions about the Offer may also call Innisfree M&A
Incorporated, the Information Agent, toll-free at 888-750-5834 (banks and
brokers may call collect at 212-750-5833).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED
ABOVE. THE OFFER WILL BE MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS THAT WE WILL DISTRIBUTE TO HOLDERS OF
NOTES. HOLDERS OF NOTES SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER.

CIT NOTES SUBJECT TO THE OFFER

Title of Notes CUSIP/ISIN
3.85% Notes due November 15, 2009 12557WJP7
4.63% Notes due November 15, 2009 12557WLV1
5.05% Notes due November 15, 2009 12557WPC9
5.00% Notes due November 15, 2009 12557WB26
5.00% Notes due November 15, 2009 12557WB59
5.00% Notes due November 15, 2009 12557WB83
3.95% Notes due December 15, 2009 12557WJV4
4.80% Notes due December 15, 2009 12557WMB4
4.70% Notes due December 15, 2009 12557WPL9
4.85% Notes due December 15, 2009 12557WPU9
6.25% Notes due December 15, 2009 12557WSJ1
6.50% Notes due December 15, 2009 12557WSM4
4.05% Notes due February 15, 2010 12557WKE0
5.15% Notes due February 15, 2010 12557WQC8
5.05% Notes due February 15, 2010 12557WQL8
6.50% Notes due February 15, 2010 12557WSX0
4.30% Notes due March 15, 2010 12557WKL4
5.05% Notes due March 15, 2010 12557WMH1
5.15% Notes due March 15, 2010 12557WMP3
4.90% Notes due March 15, 2010 12557WQU8
4.85% Notes due March 15, 2010 12557WRC7
6.50% Notes due March 15, 2010 12557WTL5
4.45% Notes due May 15, 2010 12557WKS9
5.25% Notes due May 15, 2010 12557WMV0
4.30% Notes due June 15, 2010 12557WKX8
4.35% Notes due June 15, 2010 12557WLE9
5.30% Notes due June 15, 2010 12557WNB3
4.60% Notes due August 15, 2010 12557WLL3
5.45% Notes due August 15, 2010 12557WNH0
5.50% Notes due August 15, 2010 12557WA92
4.25% Notes due September 15, 2010 12557WLS8
5.25% Notes due September 15, 2010 12557WNR8
5.05% Notes due November 15, 2010 12557WLY5
5.25% Notes due November 15, 2010 12557WNZ0
5.25% Notes due November 15, 2010 12557WC33
5.25% Notes due November 15, 2010 12557WC74
5.00% Notes due December 15, 2010 12557WME8
5.05% Notes due December 15, 2010 12557WPH8
4.90% Notes due December 15, 2010 12557WPR6
5.25% Notes due December 15, 2010 12557WSE2
6.50% Notes due December 15, 2010 12557WSR3
6.50% Notes due January 15, 2011 12557WSV4
5.15% Notes due February 15, 2011 12557WPZ8
5.15% Notes due February 15, 2011 12557WQH7
6.60% Notes due February 15, 2011 12557WTB7
5.05% Notes due March 15, 2011 12557WML2
5.00% Notes due March 15, 2011 12557WQR5
4.90% Notes due March 15, 2011 12557WQZ7
5.00% Notes due March 15, 2011 12557WRH6
6.75% Notes due March 15, 2011 12557WTJ0
6.50% Notes due March 15, 2011 12557WTQ4
5.15% Notes due April 15, 2011 12557WMS7
5.40% Notes due May 15, 2011 12557WMY4
5.35% Notes due June 15, 2011 12557WNE7
5.35% Notes due August 15, 2011 12557WNM9
5.20% Notes due September 15, 2011 12557WNV9
5.20% Notes due November 15, 2011 12557WPD7
5.25% Notes due November 15, 2011 12557WB34
5.25% Notes due November 15, 2011 12557WB67
5.25% Notes due November 15, 2011 12557WB91
4.85% Notes due December 15, 2011 12557WPM7
5.00% Notes due December 15, 2011 12557WPV7
5.25% Notes due February 15, 2012 12557WQD6
5.15% Notes due February 15, 2012 12557WQM6
7.25% Notes due February 15, 2012 12557WSY8
7.00% Notes due February 15, 2012 12557WTF8
5.00% Notes due March 15, 2012 12557WQV6
5.00% Notes due March 15, 2012 12557WRD5
7.25% Notes due March 15, 2012 12557WTM3
5.75% Notes due August 15, 2012 12557WA68
5.50% Notes due November 15, 2012 12557WC41
5.50% Notes due November 15, 2012 12557WC82
5.50% Notes due December 15, 2012 12557WSF9
7.00% Notes due December 15, 2012 12557WSK8
7.25% Notes due December 15, 2012 12557WSN2
7.30% Notes due December 15, 2012 12557WSS1
6.15% Notes due January 15, 2013 12557WAZ4
6.25% Notes due January 15, 2013 12557WBC4
6.15% Notes due January 15, 2013 12557WBF7
6.25% Notes due January 15, 2013 12557WBJ9
7.50% Notes due January 15, 2013 12557WSW2
6.25% Notes due February 15, 2013 12557WBM2
6.20% Notes due February 15, 2013 12557WBQ3
6.00% Notes due February 15, 2013 12557WBT7
7.60% Notes due February 15, 2013 12557WTC5
6.15% Notes due February 15, 2013 12557WBW0
7.75% Notes due March 15, 2013 12557WTK7
7.90% Notes due March 15, 2013 12557WTN1
7.25% Notes due March 15, 2013 12557WTR2
6.00% Notes due March 15, 2013 12557WBZ3
6.00% Notes due March 15, 2013 12557WCC3
6.10% Notes due March 15, 2013 12557WCF6
6.25% Notes due March 15, 2013 12557WCJ8
6.15% Notes due April 15, 2013 12557WCM1
6.15% Notes due April 15, 2013 12557WCQ2
6.05% Notes due April 15, 2013 12557WCT6
6.05% Notes due May 15, 2013 12557WCW9
4.95% Notes due May 15, 2013 12557WCZ2
4.95% Notes due May 15, 2013 12557WDC2
4.88% Notes due June 15, 2013 12557WDF5
4.85% Notes due June 15, 2013 12557WDJ7
4.60% Notes due June 15, 2013 12557WDM0
4.45% Notes due June 15, 2013 12557WDQ1
5.05% Notes due July 15, 2013 12557WEF4
4.65% Notes due July 15, 2013 12557WDT5
4.75% Notes due July 15, 2013 12557WDW8
5.00% Notes due July 15, 2013 12557WDZ1
4.75% Notes due July 15, 2013 12557WEC1
5.30% Notes due August 15, 2013 12557WEJ6
5.50% Notes due August 15, 2013 12557WEM9
5.50% Notes due August 15, 2013 12557WEQ0
5.40% Notes due September 15, 2013 12557WET4
5.50% Notes due September 15, 2013 12557WEW7
5.25% Notes due September 15, 2013 12557WEZ0
5.20% Notes due September 15, 2013 12557WFC0
5.20% Notes due October 15, 2013 12557WFF3
5.20% Notes due October 15, 2013 12557WFJ5
5.25% Notes due October 15, 2013 12557WFM8
5.30% Notes due November 15, 2013 12557WFQ9
5.10% Notes due November 15, 2013 12557WFT3
5.20% Notes due December 15, 2013 12557WFZ9
5.10% Notes due January 15, 2014 12557WGC9
4.85% Notes due January 15, 2014 12557WGF2
5.00% Notes due February 15, 2014 12557WGJ4
4.90% Notes due February 15, 2014 12557WGM7
7.85% Notes due February 15, 2014 12557WSZ5
7.65% Notes due February 15, 2014 12557WTG6
4.80% Notes due March 15, 2014 12557WGQ8
4.60% Notes due March 15, 2014 12557WGT2
7.85% Notes due March 15, 2014 12557WTS0
4.80% Notes due April 15, 2014 12557WGW5
5.10% Notes due April 15, 2014 12557WGZ8
5.25% Notes due May 15, 2014 12557WHC8
5.80% Notes due May 15, 2014 12557WHF1
5.70% Notes due June 15, 2014 12557WHJ3
5.75% Notes due June 15, 2014 12557WHM6
5.75% Notes due June 15, 2014 12557WRU7
5.85% Notes due June 15, 2014 12557WRX1
6.00% Notes due June 15, 2014 12557WSA0
5.65% Notes due July 15, 2014 12557WHQ7
5.30% Notes due July 15, 2014 12557WHT1
5.20% Notes due August 15, 2014 12557WHW4
5.30% Notes due August 15, 2014 12557WHZ7
6.00% Notes due August 15, 2014 12557WA27
6.00% Notes due August 15, 2014 12557WA76
5.25% Notes due September 15, 2014 12557WJC6
5.05% Notes due September 15, 2014 12557WJF9
4.90% Notes due October 15, 2014 12557WJJ1
5.10% Notes due October 15, 2014 12557WJM4
5.05% Notes due November 15, 2014 12557WJQ5
5.125% Notes due December 15, 2014 12557WJT9
5.10% Notes due December 15, 2014 12557WJW2
5.05% Notes due January 15, 2015 12557WJZ5
4.95% Notes due February 15, 2015 12557WKC4
4.90% Notes due February 15, 2015 12557WKF7
7.90% Notes due February 15, 2015 12557WTD3
5.10% Notes due March 15, 2015 12557WKJ9
5.05% Notes due March 15, 2015 12557WKM2
5.375% Notes due April 15, 2015 12557WKQ3
5.25% Notes due May 15, 2015 12557WKT7
5.30% Notes due May 15, 2015 12557WKW0
5.10% Notes due June 15, 2015 12557WKZ3
5.05% Notes due June 15, 2015 12557WLA7
5.20% Notes due June 15, 2015 12557WLF6
5.30% Notes due August 15, 2015 12557WLJ8
5.375% Notes due August 15, 2015 12557WLM1
5.25% Notes due September 15, 2015 12557WLQ2
5.10% Notes due September 15, 2015 12557WLT6
5.50% Notes due November 15, 2015 12557WLW9
5.80% Notes due November 15, 2015 12557WLZ2
5.75% Notes due December 15, 2015 12557WMC2
5.80% Notes due December 15, 2015 12557WMF5
5.85% Notes due March 15, 2016 12557WMJ7
5.80% Notes due March 15, 2016 12557WMM0
6.00% Notes due March 15, 2016 12557WMQ1
5.88% Notes due April 15, 2016 12557WMT5
6.05% Notes due May 15, 2016 12557WMW8
6.15% Notes due May 15, 2016 12557WMZ1
6.10% Notes due June 15, 2016 12557WNC1
6.10% Notes due June 15, 2016 12557WNF4
6.20% Notes due August 15, 2016 12557WNJ6
6.13% Notes due August 15, 2016 12557WNN7
6.05% Notes due September 15, 2016 12557WNS6
5.95% Notes due September 15, 2016 12557WNW7
6.00% Notes due November 15, 2016 12557WPA3
5.95% Notes due November 15, 2016 12557WPE5
5.80% Notes due December 15, 2016 12557WPJ4
5.65% Notes due December 15, 2016 12557WPN5
5.70% Notes due December 15, 2016 12557WPS4
5.70% Notes due December 15, 2016 12557WPW5
5.85% Notes due February 15, 2017 12557WQA2
5.95% Notes due February 15, 2017 12557WQE4
5.85% Notes due February 15, 2017 12557WQJ3
5.80% Notes due February 15, 2017 12557WQN4
5.75% Notes due March 15, 2017 12557WQS3
5.75% Notes due March 15, 2017 12557WQW4
5.70% Notes due March 15, 2017 12557WRA1
5.65% Notes due March 15, 2017 12557WRE3
5.75% Notes due March 15, 2017 12557WRJ2
5.75% Notes due May 15, 2017 12557WRL7
5.80% Notes due May 15, 2017 12557WRN3
5.80% Notes due May 15, 2017 12557WRQ6
6.00% Notes due June 15, 2017 12557WRS2
6.00% Notes due June 15, 2017 12557WRV5
6.10% Notes due June 15, 2017 12557WRY9
6.25% Notes due June 15, 2017 12557WSB8
6.25% Notes due August 15, 2017 12557WA35
6.25% Notes due November 15, 2017 12557WB42
6.25% Notes due November 15, 2017 12557WB75
6.25% Notes due November 15, 2017 12557WC25
6.40% Notes due November 15, 2017 12557WC58
6.50% Notes due November 15, 2017 12557WC90
6.50% Notes due December 15, 2017 12557WSG7
7.50% Notes due December 15, 2017 12557WSL6
7.75% Notes due December 15, 2017 12557WSP7
7.80% Notes due December 15, 2017 12557WST9
6.25% Notes due August 15, 2021 12557WNP2
6.35% Notes due August 15, 2021 12557WNK3
6.15% Notes due September 15, 2021 12557WNX5
6.25% Notes due September 15, 2021 12557WNT4
6.10% Notes due November 15, 2021 12557WPF2
6.25% Notes due November 15, 2021 12557WPB1
5.85% Notes due December 15, 2021 12557WPP0
5.875% Notes due December 15, 2021 12557WPT2
5.90% Notes due December 15, 2021 12557WPX3
6.00% Notes due December 15, 2021 12557WPK1
5.95% Notes due February 15, 2022 12557WQP9
6.00% Notes due February 15, 2022 12557WQB0
6.00% Notes due February 15, 2022 12557WQK0
6.05% Notes due February 15, 2022 12557WQF1
5.85% Notes due March 15, 2022 12557WQX2
5.85% Notes due March 15, 2022 12557WRB9
5.85% Notes due March 15, 2022 12557WRF0
5.90% Notes due March 15, 2022 12557WQT1
5.95% Notes due March 15, 2022 12557WRK9
6.00% Notes due May 15, 2022 12557WRM5
6.00% Notes due May 15, 2022 12557WRP8
6.00% Notes due May 15, 2022 12557WRR4
6.15% Notes due June 15, 2022 12557WRT0
6.20% Notes due June 15, 2022 12557WRW3
6.25% Notes due June 15, 2022 12557WRZ6
6.50% Notes due June 15, 2022 12557WSC6
6.50% Notes due August 15, 2022 12557WA43
6.50% Notes due August 15, 2022 12557WA84
6.70% Notes due November 15, 2022 12557WC66
6.75% Notes due November 15, 2022 12557WSD4
6.75% Notes due December 15, 2022 12557WSH5

SOURCE Carl Icahn

Vincent Intrieri, +1-212-702-4328, or Stephen Mongillo, +1-212-702-4343