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                                                                    Exhibit 10.3


                                    AMENDMENT

         AMENDMENT, dated as of March 27, 2001 (the "AMENDMENT"), to the 364-DAY
CREDIT AGREEMENT, dated as of March 28, 2000 (the "CREDIT AGREEMENT"; unless
otherwise defined herein, capitalized terms which are defined in the Credit
Agreement are used herein as defined therein) among THE CIT GROUP, INC., a
Delaware corporation (the "BORROWER"), the several banks and other financial
institutions from time to time parties to the Credit Agreement (the "LENDERS"),
JPMorgan, a division of CHASE SECURITIES INC., as lead 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 THE CHASE MANHATTAN BANK ("CHASE")
(in such capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and

         WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment;

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the premises, the
parties hereto hereby agree as follows:

                              SECTION I. AMENDMENTS

         1.1. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by deleting therefrom the definition of the
following defined term in its entirety and inserting in lieu thereof the
following new definition in proper alphabetical order:

         "TERMINATION DATE": March 26, 2002, as such date may be extended from
    time to time in accordance with subsection 2.7.

         1.2. AMENDMENT TO SUBSECTION 2.4(A). The first sentence of subsection
2.4(a) of the Credit Agreement is hereby amended by adding the following proviso
at the end of such sentence:

              "; PROVIDED, that if the Termination Date is extended pursuant
              to Section 2.7(a) and there are any Non-Extending Banks, any
              Loans owing to such Non-Extending Banks on the Termination
              Date applicable to such Non-Extending Bank shall be repaid on
              such Termination Date."

         1.3. AMENDMENT TO SUBSECTION 3.1. Subsection 3.1 of the Credit
Agreement is hereby amended by substituting "December 31, 1999" for
"December 31, 1998".



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         1.4. AMENDMENT TO SUBSECTION 3.2. Subsection 3.2 of the Credit
Agreement is hereby amended by substituting "December 31, 1999" for "December
31, 1998".

         1.5. AMENDMENT TO SUBSECTION 3.3. Subsection 3.3 of the Credit
Agreement is hereby amended by substituting "December 31, 1999" for "December
31, 1998" and "1999" for "1998".

         1.6. AMENDMENT TO SCHEDULE I. Schedule I of the Credit Agreement is
hereby amended by deleting the existing Schedule I in its entirety and
substituting in lieu thereof a new Schedule I, which is attached hereto.

                            SECTION II. MISCELLANEOUS

         2.1. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall
become effective as of the date first set forth above (the "AMENDMENT EFFECTIVE
DATE") upon satisfaction of the following conditions:

         (a) CORPORATE PROCEEDINGS OF THE COMPANY. The Administrative Agent
    shall have received, with a counterpart for each Bank, a copy of the
    resolutions, in form and substance satisfactory to the Administrative Agent,
    of the Board of Directors of the Company authorizing (i) the execution,
    delivery and performance of this Agreement, and (ii) the borrowings
    contemplated hereunder, certified by the Secretary or an Assistant Secretary
    of the Company as of the Closing Date pursuant to a certificate
    substantially in the form of Exhibit A, which certificate shall state that
    the resolutions thereby certified have not been amended, modified, revoked
    or rescinded.

         (b) CORPORATE DOCUMENTS. The Administrative Agent shall have received,
    with a counterpart for each Bank, true and complete copies of the
    certificate of incorporation and by-laws of the Company, certified as of the
    Closing Date as complete and correct copies thereof by the Secretary or an
    Assistant Secretary of the Company.

         (c) LEGAL OPINIONS. The Administrative Agent shall have received, with
    a counterpart for each Bank, (i) the executed legal opinion of the general
    counsel of the Company, substantially in the form of Exhibit B-1 and (ii)
    the executed legal opinion of Simpson Thacher & Bartlett, counsel to the
    Administrative Agent, substantially in the form of Exhibit B-2.

         (d) EXECUTED COPIES. The Administrative Agent shall have received
    counterparts of this Amendment duly executed and delivered by the Borrower,
    the Administrative Agent, the Lenders constituting the Required Lenders
    under the Credit Agreement and all Lenders having Commitments listed in
    Schedule I.

         2.2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (a)
this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting creditors' rights
generally, by general equitable principles (whether enforcement is sought by
proceedings in equity or at law)


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and an implied covenant of good faith and fair dealing; (b) the representations
and warranties made by the Loan Parties in the Loan Documents are true and
correct in all material respects on and as of the date hereof (except to the
extent that such representations and warranties are expressly stated to relate
to an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects on and as of such earlier date)
and (c) no Default or Event of Default shall have occurred and be continuing as
of the date hereof.

         2.3. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of the Amendment by any Lender
shall be binding upon each of its successors and assigns (including Transferees
of its commitments and Loans in whole or in part prior to effectiveness hereof)
and binding in respect of all of its commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the
effectiveness hereof.

         2.4. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except to the extent the
Credit Agreement is expressly amended hereby, all of the terms and provisions of
the Credit Agreement and the other Loan Documents are and shall remain in full
force and effect. This Amendment shall constitute a Loan Document.

         2.5. PAYMENT OF EXPENSES. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred to date in connection with this Amendment and the other Loan Documents,
including, without limitation, the reasonable fees and disbursements of legal
counsel to the Administrative Agent.

         2.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                     [Rest of page left intentionally blank]


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                     THE CIT GROUP, INC.


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     THE CHASE MANHATTAN BANK, as
                                     Administrative Agent and as a Bank


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     JPMORGAN, a division of CHASE
                                     SECURITIES INC., as Lead Arranger and
                                     Bookrunner


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     BARCLAYS BANK PLC, as Syndication
                                     Agent and as a Bank


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:




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                                     BANK OF AMERICA, NA, as Syndication
                                     Agent and as a Bank


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     CITIBANK, N.A., as Syndication Agent and
                                     as a Bank


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     THE DAI-ICHI KANGYO BANK,
                                     LIMITED., as Syndication Agent and as
                                     a Bank


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:





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                                     ABN AMRO BANK N.V.


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     DRESDNER BANK AG, NEW YORK
                                     BRANCH AND/OR CAYMAN ISLANDS
                                     BRANCHES


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:




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                                     FIRST UNION NATIONAL BANK


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     LEHMAN COMMERCIAL PAPER INC.


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     NATIONAL AUSTRALIA BANK
                                     LIMITED, A.C.N. 004044937


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     SOCIETE GENERALE, NEW YORK
                                     BRANCH


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     UBS AG, STAMFORD BRANCH


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     WESTDEUTSCHE LANDESBANK
                                     GIROZENTRALE


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     BANK ONE, NA


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     BNP PARIBAS


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     CREDIT SUISSE FIRST BOSTON


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     DEUTSCHE BANK AG, NEW YORK
                                     AND/OR CAYMAN ISLANDS
                                     BRANCHES


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:





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                                     CANADIAN IMPERIAL BANK OF
                                     COMMERCE


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     ROYAL BANK OF CANADA


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     FLEET NATIONAL BANK


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     HSBC BANK USA


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     LLOYDS TSB BANK PLC


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     THE BANK OF NEW YORK


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     TORONTO-DOMINION (TEXAS), INC.


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:


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                                     COMERICA BANK


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     NORDDEUTSCHE LANDESBANK
                                     GIROZENTRALE NEW YORK BRANCH
                                     AND/OR CAYMAN ISLANDS BRANCH


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     BANK OF MONTREAL


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     ALLFIRST BANK


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     FIRST HAWAIIAN BANK


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:


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                                     WELLS FARGO BANK, N.A.


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     ARAB BANK PLC


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     BANCA DI ROMA


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



                                     By:
                                         ----------------------------------
                                         Name:
                                         Title:



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                                     THE BANK OF NOVA SCOTIA


                                     By:
                                         ----------------------------------
                                         Name:
                                         Title: