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Exhibit 4.15
EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is dated
as of May 29, 1996 among CITIBANK, N.A. ("Citibank"), CREDIT SUISSE, a Swiss
banking corporation acting through its New York Branch ("CS") and CAISSE
NATIONALE DE CREDIT AGRICOLE ("Credit Agricole").
WITNESSETH:
WHEREAS, Citibank and CS are parties to that certain B Support Letter
of Credit Reimbursement Agreement dated as of June 7, 1995, among Citibank, CS,
National Fleet Funding Corporation and National Car Rental System, Inc.
("National") (as such agreement may be amended or modified from time to time,
the "B Support Letter of Credit Reimbursement Agreement");
WHEREAS, Citibank and CS each desire to assign and Credit Agricole
desires to acquire and assume all of Citibank's and CS's respective rights,
interests and obligations in and under the B Support Letter of Credit
Reimbursement Agreement;
WHEREAS, Credit Agricole intends to issue a $32,125,000 irrevocable
letter of credit which will replace the existing B Support Letters of Credit
issued by Citibank and Credit Suisse pursuant to the B Support Letter of Credit
Reimbursement Agreement;
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 the
B Support Letter of Credit Reimbursement Agreement.
Section 2. Assignment and Assumption. (a) Citibank and CS each hereby
assign, transfer and convey to Credit Agricole all of their respective right,
title and interest, and delegate all their duties and obligations, in, to and
under the B Support Letter of Credit Reimbursement Agreement and under all
Related Documents as B Support Credit Enhancers, with the exception of the
indemnification rights of Citibank and CS pursuant to Section
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6.2 of the B Support Letter of Credit Reimbursement Agreement for the period
during which Citibank and CS were B Support Credit Enhancers, which rights are
specifically being retained by Citibank and CS (the "Indemnification Rights")
and (b) Credit Agricole hereby accepts the foregoing assignment, transfer and
conveyance of all such right, title and interest of Citibank and CS and assumes
all of Citibank's and CS's respective obligations and duties, under the B
Support Letter of Credit Reimbursement Agreement, with the exception of the
Indemnification Rights, and hereby becomes a party thereunder. Each of Citibank
and CS hereby represents and warrants that it is the legal and beneficial owner
of all the right, title and interest being assigned by it hereunder and such
right, title and interest are free and clear of any lien, encumbrance or adverse
claim arising through Citibank or CS.
Section 3. Conditions to Effectiveness. This Agreement shall not be
effective until (a) Citibank and CS shall have returned to them their undrawn B
Support Letters of Credit, (b) National shall have paid all accrued fees and
expenses of Citibank and CS payable under the B Support Letter of Credit
Reimbursement Agreement, and (c) Credit Agricole shall have issued a B Support
Letter of Credit.
Section 4. Execution in Counterparts. This 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
Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Agreement.
Section 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
CITIBANK, N.A.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
CREDIT SUISSE, NEW YORK BRANCH
By: /s/ XXXXX X. XXXXXX XXXX XXXXXXX
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Name: XXXXX X. XXXXXX XXXX XXXXXXX
Title: ASSOCIATE MEMBER OF SENIOR
MANAGEMENT
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ XXXXXXXXX X. XXXXXX
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Name: XXXXXXXXX X. XXXXXX
Title: FIRST VICE PRESIDENT
Acknowledged and consented to
DEUTSCHE BANK AG, NEW YORK BRANCH,
as B Credit Enhancer
By: /s/ XXXXXX X. XXXXXXX
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Name: XXXXXX X. XXXXXXX
Title: ATTORNEY-IN-FACT
By: /s/ XXXXXXX X. XXXXXXXX
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Name: XXXXXXX X. XXXXXXXX
Title: ATTORNEY-IN-FACT
