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Exhibit 4.16
LETTER AGREEMENT
Letter Agreement dated as of November 20, 1996 (this "Letter
Agreement"), between NATIONAL FLEET FUNDING CORPORATION, a Delaware corporation
("NFC") and CITICORP SECURITIES, INC., a Delaware corporation ("Citi").
WITNESSETH:
WHEREAS, NFC desires, in connection with that certain Dealer
Agreement, dated as of June 7, 1995 (as heretofore amended, the "Dealer
Agreement") among NFC, National Car Rental System, Inc., a Delaware corporation
("National"), CS First Boston Corporation, a Massachusetts corporation ("CSFB"),
and Xxxxxxx, Xxxxx & Co., a New York limited partnership (successor organization
to Xxxxxxx Sachs Money Markets, L.P., a Delaware limited partnership) ("GSC"),
to appoint Citi to act as a Dealer for the Notes (as defined In the Dealer
Agreement) and Citi desires to accept such appointment as a Dealer;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, 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 Citi to act as a
dealer for the Notes in accordance with the terms and conditions of the Dealer
Agreement and acknowledges that Citi shall have the right to assist NFC in the
sale or placement of the Notes during the terms and conditions of the Dealer
Agreement. Citi hereby accepts such appointment and by its signature hereto
shall become a Dealer under the Dealer Agreement with the same force and effect
as if originally named therein as a Dealer and Citi hereby agrees to be bound by
the terms and provisions of the Dealer Agreement.
SECTION 3. Notices. Unless otherwise indicated in the Dealer
Agreement, all notices required to be provided to Citi 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 Citi at the
address specified below.
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Citicorp Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxx Xxxxxx
Telephone No.: (000)000-0000
Facsimile No.: (000)000-0000
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 Citi and counterparts of this Letter Agreement shall have
been duly acknowledged and delivered by National, CSFB and GSC.
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 TO STATE OF NEW YORK.
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/ XX Xxxxxx
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Name: XX Xxxxxx
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Title: Asst. Secretary and Treasurer
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CITICORP SECURITIES, INC.
By
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Name:
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Title:
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ACKNOWLEDGED BY:
NATIONAL CAR RENTAL SYSTEM, INC.
By /s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
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Title: EVP
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CS FIRST BOSTON CORPORATION
By
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Name:
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Title:
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XXXXXXX, SACHS & CO.
By
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Name:
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Title: Authorized Signatory
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