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Assumption Agreement

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Exhibit 10.13


ASSUMPTION AGREEMENT dated as of June 1,2001, made by THE CIT GROUP, INC. (formerly known as Tyco Acquisition Corp. XX (NV)), a Nevada corporation, ("CIT") and CIT HOLDINGS (NV) INC. (formerly known as Tyco Acquisition Corp. XIX (NV)), a Nevada corporation ("CIT HOLDINGS"), to the Guaranty made by The CIT Group, Inc., a Delaware corporation ("CIT DELAWARE") dated as of November 15, 1999 (the "GUARANTY") guaranteeing Capita Corporation's obligations under a certain $765,000,000 CREDIT AGREEMENT, dated as of April 13, 1998 as amended by a certain Amendments dated as of April 9,1999, November 15, 1999 and May 30, 2001 (collectively the "CREDIT AGREEMENT"; unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein) among CAPITA CORPORATION, a Delaware corporation ("CAPITA"), CIT FINANCIAL LTD., an Ontario corporation ("CIT FINANCIAL"), NEWCOURT CREDIT GROUP USA INC. ("NEWCOURT USA") the banks party thereto (the "BANKS") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE AGENT").


WHEREAS, Capita, the Banks and the Administrative Agent are parties to the Credit Agreement pursuant to which Banks have agreed to make, and have made, certain loans and other extensions of credit to Capita;

WHEREAS, pursuant to the terms and provisions of the Guaranty, CIT Delaware agreed to guaranty performance of Capita's obligations under the Credit Agreement:

WHEREAS, effective as of the date hereof, CIT Delaware has merged into CIT Holdings pursuant to a Certificate of Merger filed with the Delaware Secretary of State on the date hereof and Articles of Merger filed with the Nevada Secretary of State on the date hereof (the "MERGER");

WHEREAS, immediately following the Merger CIT Holdings will transfer all of the assets owned by CIT Delaware immediately prior to the Merger, whether tangible or intangible, including, without limitation, any and all claims, judgments, contractual rights, causes of action and other rights, whether legal or equitable (the "ASSETS"), to CIT, and CIT will accept the contribution of the Assets and assume substantially all of the liabilities of CIT Delaware, whether fixed or contingent, liquidated or unliquidated, matured or unmatured, secured or unsecured (collectively, the "LIABILITIES"), in each case as the same shall exist immediately following the Merger (such assignment and assumption, the "TRANSFER"), pursuant to, and in accordance with, the terms and conditions of the Contribution and Assumption Agreement (the "CONTRIBUTION AND ASSUMPTION AGREEMENT");

WHEREAS, pursuant to the terms of the Merger and applicable law, CIT Holdings succeeded to all of the rights and obligations of CIT Delaware, and pursuant to the Contribution and Assumption Agreement, CIT Holdings has transferred to CIT all such rights and CIT has assumed all such obligations;

WHEREAS, pursuant to this Assumption Agreement the parties wish to provide that CIT Holdings shall become the "Guarantor" under the Guarantee by reason of the Merger and that, immediately thereafter, CIT shall become the "Guarantor" by reason of the Transfer.

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



(a) Pursuant to the Merger and this Assumption Agreement, CIT Holdings has expressly assumed, as its direct and primary obligation, the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by CIT Delaware under the Guaranty, and has succeeded to, and has been substituted for, CIT Delaware, with the same effect as if CIT Holdings had been named in the Guaranty.

(b) Pursuant to the Transfer and this Assumption Agreement, CIT has expressly assumed the due and punctual performance and observance of all the covenants
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