CIT GROUP INC
AGREEMENT BETWEEN CIT HOLDINGS AND THE CIT GROUP
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>AGREEMENT BETWEEN CIT HOLDINGS AND THE CIT GROUP
<TEXT>


                                                                   Exhibit 10.13

                                A G R E E M E N T

      AGREEMENT, dated as of June 1, 2001, between CIT Holdings (NV) Inc. ("CIT
Holdings (NV)"), a Nevada corporation and a wholly-owned subsidiary of Tyco
International Ltd. ("Tyco"), a Bermuda company, and The CIT Group, Inc. ("CIT"),
a Nevada corporation and a wholly-owned subsidiary of CIT Holdings (NV).

      WHEREAS, CIT Holdings (NV) owns all of the outstanding stock of CIT; and

      WHEREAS, the parties desire to provide for certain agreements regarding
transactions between the two companies and for the separateness of CIT; and

      WHEREAS, Tyco has agreed to guarantee the obligations of CIT Holdings (NV)
under this Agreement.

      NOW THEREFORE, for good and valuable consideration receipt of which is
hereby acknowledged, the parties agree as follows:

      1. For purposes of this Agreement, the following terms have the meanings
assigned in this section:

            "CIT Ratings" means the ratings assigned by the Rating Agencies from
      time to time to the senior unsecured debt and commercial paper obligations
      of CIT.

            "Class" means, with respect to any Rated Indebtedness, all
      indebtedness (including for this purpose investment grade preferred stock)
      designated as belonging to the same class, series or issue or otherwise
      having substantially the same material terms and governed by substantially
      the same instruments.

            "Class Agent" means, in the case of Rated Indebtedness governed by
      an indenture or similar trust document, the trustee or similar fiduciary
      for such Class, and, in all other cases, the holders of a majority in
      principal amount of the outstanding Rated Indebtedness of such Class.

            "Existing Ratings" mean the ratings assigned by the Rating Agencies
      to the senior unsecured debt and commercial paper obligations of CIT as of
      the date hereof, as set forth in Annex A to this Agreement.

            "Rated Indebtedness" means any indebtedness for money borrowed in
      accordance with GAAP (including for this purpose investment grade
      preferred stock) that is issued, assumed or guaranteed by CIT, that, at
      the relevant time, is outstanding and not defeased in accordance with its
      terms and that is rated by at least two of the Rating Agencies, unless the
      instruments


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      governing such indebtedness provide that they are not entitled to the
      benefits of this Agreement.

            "Rating Agencies" means Standard & Poor's, Moody's Investors Service
      and Fitch, or, if any such agency shall cease to perform the functions of
      a statistical rating agency, a replacement therefor that is a nationally
      recognized statistical rating agency in the United States and is
      designated by CIT Holdings (NV) and CIT.

            "Tyco Affiliate" means Tyco and any subsidiary of Tyco other than
      CIT and its subsidiaries.

      2. CIT Holdings (NV) and CIT agree, as follows:

            (a) CIT and its subsidiaries will not engage in transactions,
      including finance, underwriting, and asset management servicing
      transactions, with or originated through any Tyco Affiliate unless such
      transactions are at arm's-length and for fair value.

            (b) Without limiting the provisions of subsection (a), CIT and its
      subsidiaries shall have sole discretion and decision making authority for
      underwriting, managing and servicing assets originated through or relating
      to any Tyco Affiliate.

            (c) CIT will not declare or make any dividends or distributions of
      cash or property to CIT Holdings (NV) in an amount that exceeds the sum of
      (i) fifteen percent (15%) of the net cumulative income of CIT through the
      date of such dividend, distribution or declaration, plus (ii) the net
      capital contributions made to CIT and its subsidiaries through the date of
      such dividend, distribution or declaration. Net cumulative income shall
      mean the net income of CIT and its consolidated subsidiaries determined in
      accordance with generally accepted accounting principles from and after
      the date hereof, less an amount equal to (x) all dividends and
      distributions by CIT from and after the date hereof made in reliance on
      clause (i) above divided by (y) 0.15. Net capital contributions means the
      fair value of all capital contributions made to CIT from and after the
      date hereof, less all dividends and distributions by CIT from and after
      the date hereof made in reliance on clause (ii) above. The foregoing shall
      not preclude the sale or issuance to CIT Holdings (NV) of any capital
      stock of CIT, provided that the dividends or distributions payable on such
      capital stock would not otherwise be in violation of this section.

            (d) CIT at all times shall (i) maintain its books, records,
      financial statements and bank accounts separate from those of any and all
      Tyco Affiliates; (ii) maintain its assets in such a manner that it will
      not be costly or difficult to segregate, ascertain or identify its assets
      from those of any and all Tyco Affiliates; (iii) not commingle the funds
      and other assets of CIT with those of any Tyco Affiliate; (iv) at all
      times hold itself out to the public as a legal entity separate and
      distinct from any and all Tyco Affiliates; and (v) otherwise take such
      reasonable and customary action so that CIT will not be consolidated


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      with any Tyco Affiliate in any case or other proceeding seeking
      liquidation, reorganization or other relief with respect to any Tyco
      Affiliate or its debts under any bankruptcy, insolvency or other similar
      law.

      3. CIT Holdings (NV) and CIT agree that they will not take any action in
contravention of the provisions of Section 2, (i) without providing advance
notice to each of the Rating Agencies, in each case in reasonably sufficient
time to allow the Rating Agencies the opportunity to consider the impact that
such action would have on the CIT Ratings or (ii) if such action would result in
a downgrade of the CIT Ratings to below the Existing Ratings by at least two of
the Rating Agencies.

      4. CIT agrees promptly to inform CIT Holdings (NV) of any notices or other
communications that CIT receives from the Rating Agencies, including copies of
any written communications, which indicate or embody any change, intention to
change or review that could reasonably be expected to result in a change of the
CIT Ratings, including any negative watch or other possibility of downgrade.

      5. This Agreement shall terminate at such time as CIT ceases to be a
direct or indirect subsidiary of Tyco.

      6. All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given when
received at the addresses or telecopy numbers specified below (or at such other
address or telecopy number for a party as shall be specified by like notice):

            If to CIT Holdings (NV)

                      CIT Holdings (NV) Inc.
                      c/o Tyco International (US) Inc.
                      One Tyco Park
                      Exeter, NH 03833
                      Attn: Secretary
                      Telecopy: (603) 778-7700
                      Telephone: (603) 778-9700

            If to CIT:

                      The CIT Group, Inc.
                      650 CIT Drive
                      Livingston, NJ 07039
                      Attn: Chief Financial Officer
                      Telecopy: (973) 740-5527
                      Telephone: (973) 740-5000


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      7. This Agreement and Tyco's guarantee hereof constitute the entire
agreement of the parties and supersede all prior agreements and undertakings,
both written and oral, among the parties, or any of them, with respect to the
subject matters hereof and thereof.

      8. This Agreement is not, and shall not be construed to be, a guarantee by
CIT Holdings (NV) of any indebtedness of CIT.

      9. This Agreement may not be amended or terminated except by an instrument
in writing signed by the parties hereto; provided that no amendment that
adversely affects the rights of any Class shall be made unless either (i) at
least two of the Rating Agencies have confirmed in writing that the CIT Ratings
following the effectiveness of such amendment will be not less than the Existing
Ratings or (ii) the Class Agent for each such affected Class shall consent in
writing to such amendment.

      10. This Agreement shall not be assigned, by operation of law or
otherwise, except that all or any of the rights of CIT Holdings (NV) hereunder
may be assigned to any other Tyco Affiliate, provided that no such assignment
shall relieve the assigning party of its obligations hereunder.

      11. This Agreement shall be binding upon and inure solely to the benefit
of each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement; provided that the
holders of Rated Indebtedness shall be deemed intended third party beneficiaries
of this Agreement; provided further that the remedies of the holders hereunder
shall be limited to specific enforcement of the provisions of this Agreement;
and provided further that any action to enforce the rights of the holders of
Rated Indebtedness of any Class as third party beneficiaries shall be undertaken
only by the Class Agent for such Class.

      12. No failure or delay on the part of any party hereto in the exercise of
any right hereunder shall impair such right or be construed to be a waiver of,
or acquiescence in, any breach of any agreement herein, nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or of any other right. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

      13. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York applicable to contracts executed and
fully performed within the State of New York.

      14. This Agreement may be executed in counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.


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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                               CIT HOLDINGS (NV) INC.

                                               By:    \s\  Mark H. Swartz
                                                      --------------------------
                                               Name:  Mark H. Swartz
                                               Title: Vice President

                                               THE CIT GROUP, INC.

                                               By:    \s\  Mark H. Swartz
                                                      --------------------------
                                               Name:  Mark H. Swartz
                                               Title: Vice President


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                                    GUARANTEE

      Tyco International Ltd. ("Guarantor") irrevocably guarantees each and
every covenant, agreement and other obligation of CIT Holdings (NV), and/or any
of its permitted assigns, and the full and timely performance of their
respective obligations under the provisions of the foregoing Agreement. This is
a guarantee of performance, and Guarantor acknowledges and agrees that this
guarantee is full and unconditional, and no release or extinguishment of the
obligations or liabilities of CIT Holdings (NV) (other than in accordance with
the terms of the Agreement), whether by decree in any bankruptcy proceeding or
otherwise, shall affect the continuing validity and enforceability of this
guarantee, as well as any provision requiring or contemplating performance by
Guarantor.

      The provisions of Sections 5 through 12 of the Agreement are incorporated
herein, mutatis mutandis, except that notices and other communications hereunder
to Guarantor shall be delivered to Tyco International Ltd., The Zurich Centre,
Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, Attn: Chief Corporate
Counsel, Telecopy No. (441) 295-9647, Confirm No. (441) 292-8674.

      Guarantor understands that CIT is relying on this guarantee in entering
into the Agreement and may enforce this guarantee as if Guarantor were a party
thereto.

                                               TYCO INTERNATIONAL LTD.

                                               By:    \s\  Mark H. Swartz
                                                      --------------------------
                                               Name:  Mark H. Swartz
                                               Title: Executive Vice President
                                                        and Chief Financial
                                                        Officer


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                                     ANNEX A

                                EXISTING RATINGS

--------------------------------------------------------------------------------
      Rating Agency           Senior Unsecured Debt        Commercial Paper
      -------------           ---------------------        ----------------
--------------------------------------------------------------------------------
Standard & Poor's             A+                           A1
--------------------------------------------------------------------------------
Moody's Investor
  Services                    A2                           P1
--------------------------------------------------------------------------------
Fitch                         A1                           F1
--------------------------------------------------------------------------------


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