Exhibit 99.4
AGREEMENT
Agreement dated as of September 11, 1996 by and
among HFS Incorporated, a Delaware corporation, Avis
Acquisition Corp., a Delaware corporation and a wholly owned
indirect subsidiary of Parent, U.S. Trust Company of
California, N.A., solely in its capacity as trustee of, and
on behalf of, the trust forming a part of the Avis, Inc.
Employee Stock Ownership Plan, and Avis, Inc., a Delaware
corporation. Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed to them in
the Merger Agreement (as defined below).
WHEREAS, the parties hereto have entered into an
Agreement and Plan of Merger dated as of August 23, 1996
(the "Merger Agreement"); and
WHEREAS, the parties hereto desire to amend the
Merger Agreement;
NOW, THEREFORE, the parties hereto agree as
follows:
Section 8.3(f) AND 8.4(c) of the Merger Agreement
shall be amended by adding the words "(excluding
any ESOP Shares allocated to the accounts of ESOP
Participants after September 10, 1996)" after the
words "the ESOP Shares".
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed on their behalf by their
respective officers hereunder duly authorized all as of the
date first written above.
HFS INCORPORATED
By:/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice
President and
General Counsel
AVIS ACQUISITION CORP.
By:/s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
AVIS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:
U.S. TRUST COMPANY OF
CALIFORNIA, N.A., solely in
its capacity as trustee of,
and on behalf of, the trust
forming a part of the Avis,
Inc. Employee Stock Ownership
Plan
By:/s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director