Advisers to large bondholders of CIT Group Inc are pushing to allow the company to restructure its debt with a prepackaged bankruptcy option if later debt exchanges fail to attract enough creditors, a source close to the negotiations said on Thursday.

The prepackaged option would explicitly open the door for CIT to file for bankruptcy if not enough bondholders tender their notes, said the source, who declined to be named as discussions were private.

The lender to 1 million small and middle-size companies clinched $3 billion in emergency financing from large bondholders this week to restructure its debt and avoid bankruptcy, after the collapse of rescue talks with the U.S. government.

CIT said estimated funding needs for the year ending June 30, 2010, include $7 billion of unsecured debt. The firm has about $40 billion of long-term debt, according to independent research firm CreditSights.

In a first step, CIT is offering 82.5 cents on the dollar for $1 billion floating-rate senior notes due August 17, but the company said it could be forced to file for bankruptcy.

There are enough incentives for bondholders with notes coming due in August to tender because I would think they would prefer to keep it out of bankruptcy, said Michael Taiano, an analyst at Sandler O'Neill.

Problems at CIT stem in part from Chief Executive Jeffrey Peek's decision earlier in the decade to expand into subprime mortgages and student loans. The New York-based lender has lost close to $3.3 billion since the end of 2007.

The U.S. government declined to help CIT, forcing the company to turn to private investors for critical cash.

The company's shares fell 16 percent to 73 cents in afternoon trading on the New York Stock Exchange.

(Reporting by Juan Lagorio; Editing by Phil Berlowitz)