NOTICE OF GUARANTEED DELIVERY
CIT GROUP FUNDING COMPANY OF CANADA
Offer to Exchange
4.65% Senior Notes due July 1, 2010
and
5.20% Senior Notes due June 1, 2015
Fully, Unconditionally and Irrevocably Guaranteed by
CIT GROUP INC.
Offer to Exchange any and all of the Existing 4.65% Senior Notes due July 1, 2010 (CUSIP Nos. 125568AA3 and C25035AA1) and the Existing 5.20% Senior Notes due June 1, 2015 (CUSIP Nos. 125568AC9 and C25035AB9) for New 4.65% Senior Notes due July 1, 2010 (CUSIP No. 125568AB1) and New 5.20% Senior Notes due June 1, 2015 (CUSIP No. 125568AD7), which will be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
You must use this form, or a form substantially equivalent to this form, to accept the Exchange Offer of CIT Group Funding Company of Canada (the “Company”) made pursuant to the prospectus, dated December 15, 2005 (as it may be amended or supplemented from time to time, the “Prospectus”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach JPMorgan Chase Bank, N.A., as exchange agent (the “Exchange Agent”), at or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. Capitalized terms not defined herein are defined in the Prospectus or the accompanying Letter of Transmittal.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
JPMorgan Chase Bank, N.A.
| By Hand: JPMorgan Chase Bank, N.A. Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Attention: Beth Mullin | By Registered or Certified Mail: JPMorgan Chase Bank, N.A. Institutional Trust Services P.O. Box 2320 Dallas, Texas 75221-2320 Attention: Beth Mullin | |
| By Overnight Courier: JPMorgan Chase Bank, N.A. Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Attention: Beth Mullin | By Facsimile: JPMorgan Chase Bank, N.A. Institutional Trust Services Attention: Beth Mullin Telephone: 214-468-6494 Confirm by Telephone: 1-800-275-2048 |
For information, call: 1-800-275-2048
DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS NOTICE VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen: Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Existing Senior Notes set forth below pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. The undersigned understands that tenders of Existing Senior Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Existing Senior Notes pursuant to the Exchange Offer may be withdrawn only prior to 5:00 p.m., New York City time, on the Expiration Date. Tenders of Existing Senior Notes may be withdrawn as provided in the Prospectus and the Letter of Transmittal. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, personal representatives, administrators, trustees in bankruptcy, successors and assigns of the undersigned. 2DESCRIPTION OF
EXISTING SENIOR NOTES 1 2 Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank) * Aggregate Principal Amount of
Existing 4.65% Senior Notes** Aggregate Principal Amount of
Existing 5.20% Senior Notes** Total principal amount of Existing Senior Notes
tendered: * For book-entry to The Depository Trust Company, please provide account number. ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Existing Senior Notes represented by the notes indicated in column 1 or column 2, as applicable. Existing Senior Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiples of $1,000, provided that untendered Existing Senior Notes that remain outstanding must be in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. Further, New Senior Notes may only be issued in a minimum denomination of $2,000 and integral multiples of $1,000 thereafter. See Instruction 1. See Instruction 1 to the Letter of Transmittal. PLEASE SIGN HERE x x Signature(s) of Owner(s) or Authorized Signatory Date Area Code and Telephone Number: Must be signed by the holder(s) of Existing Senior Notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below: Please print name(s) and address(es) Name(s): Capacity Address(es):
GUARANTEE The undersigned, an Eligible Institution as identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent, a book-entry confirmation of the transfer of the Existing Senior Notes described above to the Exchange Agent's account at DTC, and send an agent's message, or a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) in lieu of the agent's message, and any other documents required by the Letter of Transmittal to the Exchange Agent for its acceptance, within three New York Stock Exchange trading days from the Expiration Date. A “New York Stock Exchange trading day” is any date on which The New York Stock Exchange is open for business. The Eligible Institution that completes this form must deliver this Notice of Guaranteed Delivery prior to the Expiration Date. Delivery of a book-entry confirmation (together with an agent's message) will satisfy the terms of the exchange offer as to the execution and delivery of a Letter of Transmittal by the participant identified in the agent's message. A holder may deliver a properly completed and duly executed Letter of Transmittal in lieu of an agent's message. However, delivery of a physical letter of transmittal is not required to tender your Existing Senior Notes through ATOP if an agent's message is transmitted in lieu thereof. Delivery of documents to DTC does not constitute delivery to the Exchange Agent. 3
(Not to be used for signature guarantee)Name of Firm: Authorized Signature Address: Name: Title: Area Code and Telephone No.: Date: , 2005