Icahn Announces Support for CIT Pre-Packaged Plan

NEW YORK, Oct 30, 2009 /PRNewswire via COMTEX/ -- Carl C. Icahn announced today that he is changing his vote in favor of CIT's proposed pre-packaged plan of reorganization due to material enhancements which have been made. In addition, he stated that he has agreed to provide a stand-by commitment for up to $1 billion in senior secured financing to the company. However, Icahn stated that the upfront cost to the company for the $1 billion of financing could be as much as 40% lower than the company paid to certain large noteholders for an equivalent $1 billion of financing in a loan entered into by the company and these large noteholders on October 28th.

Mr. Icahn also announced that for the bondholders that voted against the pre-packaged plan at his request, he will modify the terms of his tender offer so that now, whether or not the Exchange Offer/Prepackaged Plan fails, they will still be protected at $600 per note for 30 days. He plans to commence his 30 day tender offer promptly.

In making the announcement, Mr. Icahn stated: "We are pleased that CIT has made a number of changes as a result of our labors. Most importantly, CIT has now agreed to give control to the noteholders. The changes include the accelerated process for appointing new directors. CIT has also agreed to important enhancements to the second lien covenants. These changes significantly improve corporate governance and cash flow protections, and are positive for the company and all noteholders. Since CIT first launched its plan we have been very vocal, both publicly and privately, about the plan's deficiencies and our proposed solutions. The company has since made a number of modifications to the plan, which we believe protect noteholders and will likely provide a greater recovery on their investment. As a result, we have agreed to change our vote in favor of the pre-packaged plan. We are grateful to the company and its advisors for working constructively to improve the plan." "In addition, we are happy to assist the company through our $1.0 billion loan commitment. The commitment will provide additional liquidity at a significant cost saving to the company." "Finally, in order to protect noteholders who own the notes for which we will tender, we will not walk away from our tender offer even if the prepackaged plan is passed. We have heard from hundreds of small holders and we believe that they played an important role in helping us to effect change. We want to make sure that they feel like they were not disadvantaged by our now supporting the plan.

Therefore, even if the plan is passed, we will commence our tender to allow the holders of those notes subject to our tender offer to tender them to us at a price of $600 per $1,000 face value." 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 MAKE AVAILABLE 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.

SOURCE Carl Icahn www.prnewswire.com Copyright (C) 2009 PR Newswire. All rights reserved -0- KEYWORD: New York INDUSTRY KEYWORD: FIN SUBJECT CODE: FNC

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