CIT GROUP INC
ASSUMPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>10
<FILENAME>e13742ex10_14.txt
<DESCRIPTION>ASSUMPTION AGREEMENT
<TEXT>
                                                                   Exhibit 10.14

                                                                  EXECUTION COPY

                              ASSUMPTION AGREEMENT

      ASSUMPTION AGREEMENT dated as of July 2,2002, made by CIT GROUP ]INC.
(formerly known as CIT Group Inc. (Del)), a Delaware corporation ("CIT"), to the
364-DAY CREDIT AGREEMENT, dated as of March 28, 2000 (the "Original Credit
Agreement"), as amended by a certain Amendment dated as of March 27, 2001
(collectively along with the Original Credit Agreement, the "Credit Agreement";
unless otherwise defined herein, capitalized terms which are defined in the
Credit Agreement are used herein as defined therein), among CIT GROUP INC.
(formerly known as Tyco Capital Corporation and Tyco Acquisition Corp. XX (NV)
and successor to The CIT Group, Inc.), a Nevada corporation ("CIT Nevada"), as
successor to (i) The CIT Group, Inc., a Delaware corporation ("CIT Delaware"),
and (ii) Tyco Capital Holding Inc. (formerly known as CIT Holdings (NV) Inc.), a
Nevada corporation ("Tyco Holding"), pursuant to an Assumption Agreement dated
as of June 1, 2001, the several banks and other financial institutions from time
to time parties to the Credit Agreement (the "Lenders"), J.P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as administrative agent (in such capacity,
the "Administrative Agent").

                                   WITNESSETH

      WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
certain loans and other extensions of credit to CIT Nevada, as successor to CIT
Delaware and Tyco Holding;

      WHEREAS, CIT Nevada has merged into Tyco Holding, and, effective as of the
date hereof, Tyco Holding has subsequently merged into CIT, pursuant to Articles
of Merger previously filed with the Nevada Secretary of State and a Certificate
of Merger previously filed with the Delaware Secretary of State (together, the
"Merger");

      WHEREAS, pursuant to the terms of the Merger and applicable law, CIT
succeeded to all of the rights and obligations of CIT Nevada;

      WHEREAS, pursuant to Section 6.2 of the Credit Agreement, if CIT Nevada,
as the Company, merges with or into another corporation or sells substantially
all of its assets or property to another corporation, the surviving corporation
and/or the purchaser of the property and assets shall expressly assume the
obligations of CIT Nevada, as the Company, under the Credit Agreement and
expressly agree to be bound by all other provisions applicable to CIT Nevada, as
the Company, under the Credit Agreement; and

      WHEREAS, pursuant to this Assumption Agreement the parties wish to provide
that CIT shall become the "Company" under the Credit Agreement by reason of the
Merger.


<PAGE>

      NOW, THEREFORE, in consideration of the premises and the agreements
herein, CIT hereby agrees as follows:

                                   ARTICLE I
                           ASSUMPTION AND SUBSTITUTION

      Section 1.1. Assumption and Substitution. Pursuant to the Merger and this
Assumption Agreement, CIT did and does expressly assume the obligations of CIT
Nevada, as the Company, under the Credit Agreement and agree to be bound by all
other provisions applicable to CIT Nevada, as the Company, under the Credit
Agreement, and has succeeded to and has been substituted for CIT Nevada, as the
Company, with the same effect as if CIT had been named as the Company in the
Credit Agreement.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

      Section 2.1. Representations and Warranties of CIT. CIT hereby represents
and warrants as follows:

      (a) CIT (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) has the power and
authority to assume the obligations of CIT Nevada under the Credit Agreement and
to execute, deliver and perform this Assumption Agreement.

      (b) The execution, delivery and performance by CIT of this Assumption
Agreement and the assumption of the obligations of CIT Nevada under the Credit
Agreement (i) have been duly authorized by all necessary company action, (ii) do
not and will not contravene CIT's certificate of incorporation or bylaws, any
material law or any material contractual restriction binding on CIT or any of
its material properties and (iii) do not and will not result in or require the
creation of any lien, security interest or other charge or encumbrance upon any
of CIT's material properties.

      (c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or other regulatory body is required for
the due execution, delivery and performance by CIT of this Assumption Agreement
or for its assumption of the obligations of CIT Nevada under the Credit
Agreement.

      (d) This Assumption Agreement is the legal, valid and binding obligation
of CIT, enforceable against CIT in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

      (e) No litigation, investigation or proceeding of or before any arbitrator
or governmental authority or other regulatory body is pending or, to the
knowledge of CIT,


                                      -2-
<PAGE>

threatened by or against CIT with respect to this Assumption Agreement or any of
the transactions contemplated hereby.

      (f) CIT is not, effective immediately following the Merger, in default in
the performance of any covenant or condition in the Credit Agreement.

                                  ARTICLE III
                          FURTHER ASSURANCES REQUIRED

      Section 3.1. Documents. The Administrative Agent shall have received from
CIT (a) the executed legal opinion of Wilmer, Cutler & Pickering, counsel to
CIT, substantially in the form of Exhibit A-1 and (b) the executed legal opinion
of the associate general counsel of CIT, substantially in the form of Exhibit
A-2.

      Section 3.2. Further Assurances Required. At any time and from time to
time, upon the Administrative Agent's request, CIT will promptly execute and
deliver such documents and instruments and take such further actions as the
Administrative Agent may reasonably request to effect the purposes of this
Assumption Agreement at its sole cost and expense.

                                   ARTICLE IV
                                  MISCELLANEOUS

      Section 4.1. Miscellaneous. (a) This Assumption Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.

      (b) This Assumption Agreement is effective as of the consummation of the
Merger.

                    [Rest of page left intentionally blank]


                                      -3-
<PAGE>

      IN WITNESS WHEREOF, CIT has caused this Assumption Agreement to be
executed by an officer thereunto duly authorized, as of the date first above
written.

                                        CIT GROUP INC., a Delaware corporation


                                        By: /s/ Glenn A. Votek
                                            -----------------------------------
                                            Name:  GLENN A. VOTEK
                                            Title: EXECUTIVE VICE PRESIDENT
                                                   TREASURER


                                      -4-

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</DOCUMENT>
