HomeMy WebLinkAbout20082135.tiff Citicorp Leasing, Inc.
750 Washington Blvd, 8th Floor
Stamford, CT 06901
Tel: (203)975-6259
Fax. (914)220-3816
NOTICE OF ASSIGNMENT OF MASTER STATE AND MUNICIPAL LEASE/PURCHASE
AGREEMENT
July4',2008
County of Weld
915 10th Street
Greeley, CO 80631
RE: Master State and Municipal Lease/Purchase Agreement, dated as of August 31, 2005,
between Citicorp Leasing, Inc. (as assignee of Citicorp Vendor Finance, Inc.) and County of Weld dba
Weld County Paramedic Service
Ladies and Gentlemen:
Through a series of intercompany transactions,Citicorp Leasing, Inc. has assigned all of its right,
title, interest and obligations under the Master State and Municipal Lease/Purchase Agreement referred
to above, including all ancillary agreements and any escrow agreement related thereto, to an affiliate of
Citicorp Leasing, Inc., CitiMortgage, Inc., a New York corporation ("Assignee"). For your reference,
we have enclosed a duplicate original of the counterpart document by which the assignment was made.
The Federal Employer Identification Number for Assignee is 13-3222578.
Until you receive written notice to the contrary from Assignee, please continue making payments
to Citicorp Leasing, Inc. at the above address. However, for your reference, please be advised that
Assignee's address is:
CitiMortgage, Inc.
750 Washington Blvd., 8th Floor
Stamford, CT 06901
Should you have any questions,please contact Anne Ungar by phone at(203)975-6259 or by
email at anne.h.ungar@citi.com.
Sincerely,
Citicorp L sing, Inc.
By:
Name: Diane Boda
Title: Vice President
Enclosures
CO/9Internal Contract is 010-0254579-001
010-0589599-001
Dock:USC5234756vI 2008-2135
GniOplang i')�5/i I %ate
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement"), dated as of Jul/9 , 2008, among Citicorp Leasing, Inc., a Delaware
corporation (the "Transferor"), Citibank, N.A., a national association organized under the
laws of the United States of America("CBNA"), Citibank Domestic Investment Corp., a
Delaware corporation ("CDIC"), and CitiMortgage, Inc., a New York corporation (the
"Ultimate Transferee").
RECITALS:
A. The Transferor is a party to a Master State and Municipal
Lease/Purchase Agreement, dated as of August 31, 2005 (together with all riders thereto
and as amended, restated, supplemented or otherwise modified from time to time,
including all ancillary agreements and any escrow agreement related thereto, in each
case, as amended, the "Subject Agreements"), between the Transferor (as assignee of
Citicorp Vendor Finance, Inc.) and County of Weld dba Weld County Paramedic Service.
B. The Transferor desires to assign, convey and transfer to CBNA all
of its right, title and interest in and to the Subject Agreements, and CBNA desires to
accept such assignment, conveyance and transfer and to assume all of the Transferor's
obligations under the Subject Agreements.
C. Immediately after the assignment and assumption described in
Recital B, CBNA desires to assign, convey and transfer to CDIC all of CBNA's right,
title and interest in and to the Subject Agreements, and CDIC desires to accept such
assignment, conveyance and transfer and to assume all of CBNA's obligations under the
Subject Agreements.
D. Immediately after the assignment and assumption described in
Recital C, CDIC desires to assign, convey and transfer to the Ultimate Transferee all of
CDIC's right, title and interest in and to the Subject Agreements, and the Ultimate
Transferee desires to accept such assignment, conveyance and transfer and to assume all
of CDIC's obligations under the Subject Agreements.
In consideration of the mutual agreements contained herein, the parties
hereto agree as follows:
1. Assignment to CBNA. Effective as of the date hereof, the
Transferor does hereby assign, convey, transfer and deliver unto CBNA, to have and to
hold all for CBNA's own use and benefit, all of the Transferor's right, title and interest in
and to the Subject Agreements.
2. Assumption by CBNA. CBNA hereby accepts the assignment,
conveyance and transfer set forth in Section 1 and agrees that it shall be bound by all the
terms of, and hereby assumes and agrees to pay, perform and discharge all obligations
and liabilities of the Transferor pursuant to, the Subject Agreements.
Internal Contract 4:010-0254579-001
010-0589599-001
Docd:US1:523592781
3. Assignment to CDIC. Immediately after the assignment,
conveyance and transfer described in Section 1 and effective as of the date hereof, CBNA
does hereby assign, convey, transfer and deliver unto CDIC, to have and to hold all for
CDIC's own use and benefit, all of Transferor's and CBNA's right, title and interest in
and to the Subject Agreements.
4. Assumption by CDIC. Immediately after the assumption described
in Section 2 and effective as of the date hereof, CDIC hereby accepts the assignment,
conveyance and transfer set forth in Section 3 and agrees that it shall be bound by all the
terms of, and hereby assumes and agrees to pay, perform and discharge all obligations
and liabilities of Transferor and CBNA pursuant to, the Subject Agreements.
5. Assignment to the Ultimate Transferee. Immediately after the
assignment, conveyance and transfer described in Section 3 and effective as of the date
hereof, CDIC does hereby assign, convey, transfer and deliver unto the Ultimate
Transferee, to have and to hold all for the Ultimate Transferee's use and benefit, all of the
Transferor's, CBNA's and CDIC's right, title and interest in and to the Subject
Agreements.
6. Assumption by the Ultimate Transferee. Immediately after the
assumption described in Section 4 and effective as of the date hereof, the Ultimate
Transferee hereby accepts the assignment, conveyance and transfer set forth in Section 5
and hereby assumes and agrees to pay, perform and discharge all obligations and
liabilities of the Transferor, CBNA and CDIC pursuant to the Subject Agreements.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard to the
principles of conflicts of law thereof that would apply the laws of another jurisdiction.
8. Further Assurances. Each of the parties hereto shall execute such
documents and perform such further acts as may be reasonably required or desirable to
carry out or to perform the provisions of this Agreement.
9. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.
[remainder of page left intentionally blank]
Dock'.US I.5235927v I
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
CITICORP LEASING, INC.
By: &rt
Name: Diane B ay
Title: Vice Pre dent
CITIBANK, N.A.
By: 3: 211
Name: RAYMOND FILAKOSKY
Title: SVP/SCO
CITIBANK DOMESTIC INVESTMENT
CORP.
By:
Name:
Title:
CITIMORTGAGE, INC.
By:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
CITICORP LEASING, INC.
By:
Name: Diane Boday
Title: Vice President
CITIBANK,N.A.
By
Name:
Title:
CITIBANK DOMESTIC INVESTMENT
CORP.
By:
Name: tN . 0 sc.i N . t
Title: fJ(es , d Q.,‘ 4—
CIT/MORTGAGE, INC.
By:
Name:
Title:
Chairman, Boa of o n , C•�r ;;i Viers
ATTEST: , �� ;fi ,/ A�UG 0 6 2008
WELD COUNTY CLER,*T TQ +1' 'l D
l 4 : �9";
BY: .L..i. .t ..�i••-�,. �:.L
DEPUTY CLE' T• £ :rAfP /, s,/7
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