EX-10.35



 






Exhibit 10.35




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 terms or
provisions hereof.




          SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.




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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.




	 	 	 	 	 
	 	AVIS RENT A CAR SYSTEM, INC.

 	 
	 	By:  	          /s/ Gerard J. Kennell
 	 
	 	 	Name:  	Gerard J. Kennell 	 
	 	 	Title:  	 	 
	 
	 	AVIS GROUP HOLDINGS, INC.

 	 
	 	By:  	          /s/ Gerard J. Kennell
 	 
	 	 	Name:  	Gerard J. Kennell 	 
	 	 	Title:  	 	 
	 
	 	CENDANT CAR RENTAL GROUP, INC.

 	 
	 	By:  	           /s/ Lynn Finkel
 	 
	 	 	Name:  	Lynn Finkel 	 
	 	 	Title:  	Vice President 	 
	 




 









 








Acknowledged and consented to by:




	 	 	 	 	 
	CENDANT RENTAL CAR FUNDING (AESOP) LLC	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Lori Gebron	 	 
	 

	 	 	 	 
	 

	 	Name: Lori Gebron	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Mary L. Collier	 	 
	 

	 	 	 	 
	 

	 	Name: Mary L. Collier	 	 
	 

	 	Title: Agent	 	 
	 
	 	 	 	 
	AESOP LEASING L.P.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Orlando Figueroa	 	 
	 

	 	 	 	 
	 

	 	Name: Orlando Figueroa	 	 
	 

	 	Title: President	 	 
	 
	 	 	 	 
	AESOP LEASING CORP. II	 	 
	 
	 	 	 	 
	By:

	 	      /s/ Lori Gebron	 	 
	 

	 	 	 	 
	 

	 	Name: Lori Gebron	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	AESOP LEASING CORP.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Orlando Figueroa	 	 
	 

	 	 	 	 
	 

	 	Name: Orlando Figueroa	 	 
	 

	 	Title: President	 	 
	 
	 	 	 	 
	PV HOLDING CORP.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Lori Gebron	 	 
	 

	 	 	 	 
	 

	 	Name: Lori Gebron	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	QUARTX FLEET MANAGEMENT, INC.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Lori Gebron	 	 
	 

	 	 	 	 
	 

	 	Name: Lori Gebron	 	 
	 

	 	Title: Vice President	 	 






 









 






	 	 	 	 	 
	 
	 	 	 	 
	WIZCOM INTERNATIONAL, LTD.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Mark E. Costello	 	 
	 

	 	 	 	 
	 

	 	Name: Mark E. Costello	 	 
	 

	 	Title: Vice President and Assistant Secretary	 	 
	 
	 	 	 	 
	CENDANT CORPORATION, as successor in interest to HFS Incorporated	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Lynn A. Feldman	 	 
	 

	 	 	 	 
	 

	 	Name: Lynn A. Feldman	 	 
	 

	 	Title: Vice President and Assistant Secretary	 	 
	 
	 	 	 	 
	RESERVE CLAIMS MANAGEMENT, INC.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Richard Meisner	 	 
	 

	 	 	 	 
	 

	 	Name: Richard Meisner	 	 
	 

	 	Title: Vice President and Secretary	 	 
	 
	 	 	 	 
	WIZARD CO., INC.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Kimberly W. Vukanovich	 	 
	 

	 	 	 	 
	 

	 	Name: Kimberly W. Vukanovich	 	 
	 

	 	Title: Vice President and Controller	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Lara Graff	 	 
	 

	 	 	 	 
	 

	 	Name: Lara Graff	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	AVIS CAR RENTAL GROUP, INC.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Karen C. Sclafani	 	 
	 

	 	 	 	 
	 

	 	Name: Karen C. Sclafani	 	 
	 

	 	Title: Senior Vice President, General Counsel and Secretary	 	 







 









 








SCHEDULE I




The Assigned Agreements




The following documents shall be the “Assigned Agreements”:




          1. Master Motor Vehicle Finance Lease Agreement (the “Finance Lease”), dated as of
July 30, 1997, among AESOP Leasing L.P. (“AESOP Leasing”) as lessor, Avis Rent A Car
System, Inc. (“ARAC”), as lessee and as administrator, and AGH, as guarantor;




          2. Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of September
15, 1998, among AESOP Leasing, as lessor, ARAC, as lessee and as administrator, and AGH, as
guarantor, as amended by the first amendment thereto, dated as of November 22, 2002;




          3. Master Motor Vehicle Operating Lease Agreement, dated as of July 30, 1997, among AESOP
Leasing Corp. II (“AESOP Leasing II”), as lessor, ARAC, as lessee and as administrator, and
AGH, as guarantor, as amended by the first amendment thereto, dated as of November 22, 2002;




          4. Amended and Restated Administration Agreement, dated as of September 15, 1998, among
Cendant Rental Car Funding (AESOP) LLC (formerly known as AESOP Funding II L.L.C.), AESOP Leasing,
AESOP Leasing II, ARAC, as administrator, and The Bank of New York, as successor in interest to the
corporate trust administration of Harris Trust and Savings Bank (“BONY”);




          5. Vehicle Title Nominee Agreement, dated as of July 30, 1997, among Quartx Fleet Management,
Inc. (“Quartx”), ARAC, AGH and AESOP Leasing;




          6. Vehicle Title Nominee Agreement, dated as of July 30, 1997, among AESOP Leasing Corp.
(“Original AESOP”), ARAC, AGH and AESOP Leasing II;




          7. Vehicle Lienholder Nominee Agreement, dated as of July 30, 1997, among ARAC, AGH, AESOP
Leasing and BONY, as vehicle lienholder nominee and as trustee;




          8. Reservation Services Agreement, dated as of July 30, 1997, between HFS Incorporated
(“HFS”) and ARAC;




          9. Wizard Note Assumption and Release Agreement, dated as of July 30, 1997, among Wizard Co.,
Inc. (“Wizard”), ARAC and Reserve Claims Management Co.;




          10. Computer Services Agreement, dated as of July 30, 1997, among ARAC and WizCom
International, Ltd. (“Wizcom”);




          11. Termination Services Agreement, dated as of July 30, 1997, among BONY, CRCF, ARAC and
WizCom;




          12. Supplemental Agreement, dated as of July 30, 1997, among JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as administrative agent, BONY, as trustee, CRCF, HFS, HFS Car
Rental, Inc., Wizard and WizCom.




 









 





          13. Series 2001-2 Sales Agency Agreement, dated as of May 16 , 2001, among CRCF, AGH, ARAC,
Lehman Brothers Inc. and Citigroup Global Markets Inc. (formerly known as Salomon Smith Barney Inc.
(together, the “Placement Agents”).




          14. Series 2001-2 Distribution Agreement, dated as of May 17, 2001, between CRCF, ARAC, AGH
and the Placement Agents.




          15. Amended and Restated Series 2002-2 Supplement, dated as of November 22, 2002, as amended,
among CRCF, as issuer, ARAC, as Administrator, JPMorgan Chase Bank, as administrative agent, the
several commercial paper conduits listed on Schedule I thereto (each a “CP Conduit
Purchaser”), the several banks set forth opposite the name of each CP Conduit Purchaser on
Schedule I thereto, the several agent banks set forth opposite the name of each CP Conduit
Purchaser on Schedule I thereto, BONY, as trustee and as Series 2002-2 Agent, to the Amended and
Restated Base Indenture, dated as of July 30, 1997, as amended, between CRCF and BONY, as trustee
(as amended, modified or supplemented from time to time, exclusive of Supplements creating a new
Series of Notes, the “Base Indenture”).




          16. Series 2002-3 Supplement, dated as of September 12, 2003, as amended, CRCF, as issuer,
ARAC, as administrator, Delaware Funding Corporation, as commercial paper purchaser and assignee of
Park Avenue Receivables Corporation (the “CP Conduit Purchaser”), JPMorgan Chase Bank, as a
funding agent on behalf of the CP Conduit Purchaser and as the APA Bank for the CP Conduit
Purchaser and BONY, as trustee and as series 2002-3 agent




          17. Series 2003-1 Supplement, dated as of January 28, 2003 to the Base Indenture, among CRCF,
as issuer, ARAC, as administrator, Cendant Corporation as purchaser and BONY, as trustee and Series
2003-1 Agent.




          18. Series 2004-1 Supplement, dated as of January 20, 2004, to the Base Indenture, among CRCF,
as issuer, ARAC, as Administrator, Mizuho Corporate Bank, Ltd., as administrative agent, Bayerische
Landesbank New York Branch, in its capacity as syndication Agent for the purchasers, certain
financial institutions named therein, as purchasers, BONY, as trustee and as series 2004-1 agent.




          19. Vehicle Lien Nominee Agreement, dated as of November 22, 2002, among Ford Motor Credit
Company (“FMCC”), AESOP Leasing, the Trustee and ARAC.




          20. Agreement and Acknowledgment of ARAC, dated as of November 22, 2002, between ARAC and
FMCC.