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Exhibit 4.13
LETTER AGREEMENT
Letter Agreement, dated as of July 13, 1995 (this "Letter Agreement"),
between NATIONAL FLEET FUNDING CORPORATION, a Delaware corporation ("NFC") and
XXXXXXX XXXXX MONEY MARKETS, L.P., a Delaware limited partnership ("GSMN LP").
W I T N E S S E T H:
WHEREAS, NFC desires, in connection with that certain Dealer Agreement,
dated as of June 7, 1995 (the "Dealer Agreement") among NFC, National Care
Rental System, Inc., a Delaware Corporation ("National") and CS First Boston
Corporation, a Massachusetts corporation ("CSFB"), to appoint GSMM LP to act as
Dealer for the Notes (as defined in the Dealer Agreement) and GSMN LP desires to
accept such appointment as a Dealer;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereby agree, upon the
terms and subject to the conditions set forth below, as follows:
SECTION 1. Defined Terms. All capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth for such terms in
Annex A to the Liquidity Agreement, dated as of June 7, 1995, among NFC,
certain financial institutions listed on the signature pages thereto and
Citibank, N.A., as liquidity agent, as such agreement may be amended,
supplemented, restated or otherwise modified from time to time.
SECTION 2. Appointment as Dealer. NFC hereby appoints GSMM LP to act
as a dealer for the Notes in accordance with the terms and conditions of the
Dealer Agreement and acknowledges that GSMM LP shall have the right to assist
NFC in the sale or placement of the Notes during the term of the Dealer
Agreement in accordance with the terms and conditions of the Dealer Agreement.
GSMM LP hereby accepts such appointment and by its signature hereto shall
become a Dealer under the Dealer Agrement with the same force and effect as if
originally named therein as a Dealer and GSMM LP hereby agrees to all terms and
provisions of the Dealer Agreement applicable to it as a Dealer thereunder.
SECTION 3. Notices; Delivery of Certificated Notes. (a) Unless
otherwise indicated in the Dealer Agreement, all notices required to be provided
to GSMM LP as a Dealer under the terms and provisions of the Dealer Agreement
shall be in writing, either delivered by hand, by mail (postage prepaid), or by
telex, telecopier or telegram, and any such notice shall be effective when
received by GSMM LP at the address specified below.
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Xxxxxxx Sachs Money Markets, L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
Telephone No.: (000) 000-0000
Facsimile No,: (000) 000-0000
(b) Pursuant to the Dealer Agreement, if Notes sold or placed by
GSMM LP are evidenced by Certificated Notes, NFC will instruct the Depositary
to deliver executed and countersigned Certificated Notes to Xxxxxxx Sachs Money
Markets, L.P., Note and Discount, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
prior to 2:15 p.m., New York City time, on the date of issuance.
SECTION 4. Conditions of Effectiveness. This Letter
Agreement shall become effective on the date hereof, if, and only if, on or
prior to the date hereof, counterparts of this Letter Agreement shall have been
duly executed and delivered by NFC and GSMM LP and counterparts of this Letter
Agreement shall have been duly acknowledged and delivered by National and CSFB.
SECTION 5. Execution in Counterparts. This Letter Agreement
may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of an executed counterpart of a
signature page to this Letter Agreement by facsimile transmission shall be as
effective as delivery of a manually executed counterpart of this Letter
Agreement.
SECTION 6. Governing Law. THIS LETTER AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Letter
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
NATIONAL FLEET FUNDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
XXXXXXX XXXXX MONEY MARKETS, L.P.,
a Delaware limited partnership
By: GSMM Corp., as sole general partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Corp. Officer
ACKNOWLEDGED BY:
NATIONAL CAR RENTAL SYSTEM, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Corporate Vice President
CS FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Director
