Exhibit 99.2
NOTICE OF OPTIONAL REDEMPTION
January 18, 2012
Deutsche Bank Trust Company Americas,
as Trustee
60 Wall Street, 26th Floor
New York, New York 10005
Facsimile: (212) 553-2460
Attention: Corporate Trust Administration
Ladies and Gentlemen:
Reference is hereby made to theFirst Supplemental Indenture dated as of December 10, 2009 among CIT Group Inc., as Issuer (the “Company”), the Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series A Parent Collateral Agent and Series A Subsidiary Collateral Agent (the “First Supplemental Indenture”), as amended by the First Amendment to Series A First Supplemental Indenture dated as of May 31, 2011 among CIT Group Inc., as Issuer, the Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee (the “Series A Indenture Amendment”), supplementing the Indenture dated as of December 10, 2009 between CIT Group Inc., as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (the “Series A Indenture” and, together with the First Supplemental Indenture and the Series A Indenture Amendment, collectively, the “Indenture”). Capitalized terms used but not otherwise defined herein, shall have the meaning assigned to such terms in the Indenture.
NOTICE IS HEREBY GIVEN TO THE TRUSTEE, pursuant toSection 11.2 of the Series A Indenture, of the Company’s election to effect an optional redemption of the Notes underSection 3.2 of the First Supplemental Indenture in the manner more fully described hereinbelow.
The Company hereby designatesFebruary 21, 2012 as the Redemption Date for the optional redemption of Notes to be made pursuant to this Notice of Optional Redemption.
On the above-referenced Redemption Date, the Company shall optionally redeem Notes in an aggregate principal amount ofFive Hundred Million and 00/100 Dollars ($500,000,000.00) at a Redemption Price equal to one hundred (100.0) percent of such aggregate principal amount.
The aggregate principal amount of Notes to be redeemed pursuant to this Notice of Optional Redemption shall consist of the principal amounts under the following series of Notes:Five Hundred Million and 00/100 Dollars ($500,000,000.00) in principal amount of the 2016 Notes (CUSIP No. 125581 FW3; ISIN No. US125581FW33). The entire outstanding principal amount of the 2016 Notes is currently One Billion Nine Hundred Eighteen Million Eight Hundred Ninety One Thousand Six Hundred Ninety Nine and 00/100 Dollars ($1,918,891,699.00).
The optional redemption of 2016 Notes to be made pursuant to this Notice of Optional Redemption is a partial redemption thereof being processed through DTC. Please identify the optional redemption of 2016 Notes to be made pursuant to this Notice of Optional Redemption to DTC as being a redemption to be treated by DTC, in accordance with its rules and procedures, as a “Pro Rata Pass-Through Distribution of Principal”.
By its execution of this Notice of Optional Redemption, the Trustee hereby (y) waives (i) the requirement inSection 11.2 of the Series A Indenture that the Company give notice of its election to effect an optional redemption of Notes hereunder at least sixty (60) days prior to the above-referenced Redemption Date, and (ii) the requirement inSection 11.4 of the Series A Indenture that the Company give the Trustee at least 5 days’ prior notice of the date on which the Company requests the Trustee to give Holders notice of the Company’s optional redemption of Notes hereunder; and (z) agrees with the Company that notice given pursuant to this Notice of Optional Redemption on the date hereof constitutes good and sufficient notice under each of the foregoing sections for purposes of the Company’s optional redemption of Notes hereunder on such Redemption Date.
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IN WITNESS WHEREOF, the undersigned has caused this Notice of Optional Redemption to be executed by its duly authorized officer as of the date first above written.
CIT GROUP INC.
By: /s/ Glenn A. Votek
Name: Glenn A. Votek
Title: Executive Vice President and Treasurer
ACCEPTED AND AGREED TO:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Irene Siegel
Name: Irene Siegel
Title: Vice President
By: /s/ Maria Inoa
Name: Maria Inoa
Title: Associate