Exhibit 10.32
CONFORMED COPY
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of June 3,
2004 (as amended, supplemented or otherwise modified from time to
time, this “ Agreement ”), is among AVIS RENT A
CAR SYSTEM, INC., a Delaware corporation (“ ARAC
”), as lessee (in such capacity, the “ Lessee
”) and as administrator (in such capacity, the “
Administrator ”), AVIS GROUP HOLDINGS, INC., a
Delaware corporation, as guarantor (in such capacity, the “
Guarantor ” and, together with the Administrator and
the Lessee, the “ Assignors ”), and CENDANT CAR
RENTAL GROUP, INC., a Delaware corporation, as assignee (the
“ Assignee ”). All capitalized terms used herein
and not otherwise defined herein shall have the respective meanings
provided therefor in the Definitions List attached as
Schedule I to the Amended and Restated Base Indenture, dated
as of July 30, 1997, as amended, between Cendant Rental Car
Funding (AESOP) LLC (formerly known as AESOP Funding II
L.L.C.) (“ CRCF ”) and The Bank of New York
(“ BONY ”), as trustee (in such capacity, the
“ Trustee ”).
WITNESSETH:
WHEREAS, each Assignor wishes to assign all of its right, title and
interest under each of the agreements (excluding, in the case of
ARAC, all of ARAC’s right, title and interest as Lessee (but
not as Administrator) under the Finance Lease) set forth on
Schedule I hereto (such agreements, collectively the “
Assigned Agreements ”) to which it is a party, to the
Assignee; and
WHEREAS, the Assignee wishes to assume all of the obligations and
duties of each Assignor under each Assigned Agreement;
WHEREAS, pursuant to the terms of each of the Assigned Agreements,
the relevant Assignor may assign all of its right, title and
interest under such Assigned Agreement to the Assignee in
accordance with the terms hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Assignment . Each Assignor does hereby assign,
transfer, convey and set over unto the Assignee all of its
respective rights, title and interests in, under and with respect
to each Assigned Agreement (excluding, in the case of ARAC,
ARAC’s right, title and interest as Lessee (but not as
Administrator) under the Finance Lease) to which it is a party,
effective as of the earliest date (the “ Restatement
Effective Date ”) by which each of the following has
occurred: (i) this Agreement is executed by each Assignor and
the Assignee and consented to by CRCF and the Trustee and
(ii) the Rating Agency Consent Condition has been met with
respect to this Agreement;
SECTION 2. Assumption . As of the Restatement Effective
Date, the Assignee hereby accepts the assignment set forth in
Section 1 and assumes and agrees to be bound by all of the
obligations, acknowledgments, liabilities, duties and burdens of
each Assignor under each Assigned Agreement (excluding, in the case
of ARAC, any and all obligations,
acknowledgements,
liabilities, duties and burdens of ARAC, as Lessee (but not as
Administrator) under the Finance Lease) to which such Assignor is a
party (such assumed obligations, liabilities, duties and burdens
under the Assigned Agreements, as the same may be amended,
supplemented or otherwise modified from time to time with the
consent of the Assignee, being the “ Transferred
Obligations ”). The Assignee confirms that as of the
Restatement Effective Date it shall be deemed to be a party to each
Assigned Agreement and shall perform the Transferred Obligations as
if it were named as the applicable Assignee therein.
SECTION 3. Release of Each Assignor . On and as of the
Restatement Effective Date, each Assignor shall have no further
obligation, liability, duty or burden in respect of Transferred
Obligations under the Assigned Agreements to which it is a
party.
SECTION 4. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.
SECTION 5. Amendments . This Agreement may not be
terminated, amended, supplemented, waived or modified orally, but
only upon the prior written consent of each of the parties
hereto.
SECTION 6. Headings . The headings of the various sections
of this Agreement are for convenience of reference only and shall
not modify, define, expand or limit any of the t
