Exhibit 99.2
NOTICE OF OPTIONAL REDEMPTION
May 4, 2012
Deutsche Bank Trust Company Americas,
as Trustee
60 Wall Street, 27th Floor
New York, New York 10005
Facsimile: (212) 553-2460
Attention: Corporate Trust Administration
Ladies and Gentlemen:
Reference is hereby made to theSecond Supplemental Indenture dated as of June 15, 2011 among CIT Group Inc., as Issuer (the “Company”), the Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series C Parent Collateral Agent and Series C Subsidiary Collateral Agent (the “Second Supplemental Indenture”), amending and supplementing the Indenture dated as of March 30, 2011 between CIT Group Inc., as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (the “Series C Indenture” and, together with the Second Supplemental Indenture, 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 C Indenture, of the Company’s election to effect an optional redemption of the Notes underSection 3.2 of the Second Supplemental Indenture in the manner more fully described hereinbelow.
The Company hereby designatesJune 4, 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 ofTwo Billion and 00/100 Dollars ($2,000,000,000) 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:Two Billion and 00/100 Dollars ($2,000,000,000.00) in principal amount of the 2017 Notes (144A CUSIP No. 125581 GA0, ISIN No. US125581GA04; Reg. S CUSIP No. U17186AL8). The entire outstanding principal amount of the 2017 Notes is currently Three Billion Six Hundred Sixteen Million Two Hundred Sixty One Thousand and 00/100 Dollars ($3,616,261,000.00).
Please identify the optional redemption of Series C 2017 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 C 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 C 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.
[Remainder of Page Intentionally Left Blank. The Next Page is the Signature Page.]
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/ Usama F. Ashraf | |
| Name: Usama F. Ashraf | ||
| Title: Senior Vice President and Assistant 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 |