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EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS
ALLOCATION AGREEMENT
DATED AS OF SEPTEMBER , 1997
BY AND BETWEEN
HFS CAR RENTAL, INC.,
A DELAWARE CORPORATION,
AVIS RENT A CAR SYSTEM, INC.,
A DELAWARE CORPORATION
AND
HFS INCORPORATED,
A DELAWARE CORPORATION
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS................................ 2
Section 1.1 General................................................ 2
Section 1.2 Schedules, Etc......................................... 5
Section 1.3 Certain Constructions.................................. 5
ARTICLE II
EMPLOYEE BENEFITS; LABOR MATTERS....................... 5
Section 2.1 General........................................... 5
Section 2.2 Avis Voluntary Savings
Plan.............................................. 6
Section 2.3 Avis, Inc. Employee
Stock Ownership Plan.............................. 8
Section 2.4 Retirement Plan for
Employees as of June
30, 1985 of Avis Rent
A Car System, Inc................................. 9
Section 2.5 Pension Plan for Bargaining Hourly Employees...... 13
Section 2.6 Welfare Plans..................................... 13
Section 2.7 Severance Pay..................................... 16
Section 2.8 ARAC Miscellaneous
Plans............................................. 16
Section 2.9 Collective Bargaining
Agreements........................................ 17
Section 2.10 Employment Agreements............................. 18
Section 2.11 Other Balance Sheet
Adjustments....................................... 18
Section 2.12 Preservation of Rights
To Amend or Terminate
Plans............................................. 19
Section 2.13 Reimbursement; Indemnification.................... 19
i
Page
ARTICLE III
MISCELLANEOUS............................... 21
Section 3.1 Complete Agreement;
Construction...................................... 21
Section 3.2 Governing Law..................................... 21
Section 3.3 Notices........................................... 21
Section 3.4 Amendments........................................ 22
Section 3.5 Successors and Assigns............................ 23
Section 3.6 Termination....................................... 23
Section 3.7 No Third Party Beneficiaries...................... 23
Section 3.8 Titles and Headings............................... 23
Section 3.9 Schedules......................................... 24
Section 3.10 Legal Enforceability.............................. 24
ii
EMPLOYEE BENEFITS and OTHER EMPLOYMENT MATTERS
ALLOCATION AGREEMENT
Employee Benefits and Other Employment Matters Allocation
Agreement (the "Agreement"), dated as of September , 1997, by and between HFS
Car Rental, Inc. (formerly, Avis, Inc.), a Delaware corporation ("Car Rental"),
Avis Rent A Car System, Inc., a Delaware corporation and a wholly owned
subsidiary of Car Rental ("ARAC") and HFS Incorporated, a Delaware corporation
("HFS").
WHEREAS, the Board of Directors of Car Rental and the Board
of Directors of ARAC has entered into the Separation Agreement (the "Separation
Agreement") dated as of July 31, 1997, by and between Car Rental and ARAC,
pursuant to which, among other things, it is contemplated that Car Rental will
conduct a public offering of approximately 70% of the common stock of ARAC
(the "Separation"); and
WHEREAS, in connection with the Separation, Car Rental, ARAC
and HFS desire to provide for the allocation of assets and liabilities and
other matters relating to employee benefit arrangements and other employment
matters.
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained in this Agreement, the parties hereby agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General. As used in this Agreement, the following
terms shall have the following meanings. Capitalized terms used herein but not
defined shall have the meanings set forth in the Separation Agreement:
ARAC Employee: any individual who is, following the
Separation, intended to be employed by ARAC or an ARAC Subsidiary on an ongoing
basis.
ARAC Individual: any individual who (i) is an ARAC Employee
as of the Separation, (ii) is, as of the Separation, a former or retired
employee of Car Rental, a HFS/Car Rental Subsidiary, ARAC or an ARAC
Subsidiary, or (iii) is a beneficiary of any individual specified in clause (i)
or (ii).
ARAC Subsidiary: any direct or indirect subsidiary of ARAC
that, effective as of the Separation or otherwise in connection with the
Separation, will be, or is contemplated by the Separation Agreement to be, a
di-
2
rect or indirect subsidiary of ARAC, and any other subsidiary of ARAC which
may be organized or acquired on or after the Separation.
Car Rental Employee: any individual who is, as of the
Separation, intended to be employed by Car Rental or any Car Rental/HFS
Subsidiary on an ongoing basis.
Car Rental Individual: any individual who is a Car Rental
Employee as of the Separation or any beneficiary thereof.
Car Rental/HFS Subsidiary: as of and following the Separation
Date, WIZCOM, any direct or indirect subsidiary of WIZCOM (including without
limitation Preferred Holidays) or any direct or indirect subsidiary of Car
Rental other than ARAC or any ARAC Subsidiary.
Code: the Internal Revenue Code of 1986, as
amended.
Collective Bargaining Agreement: any collective bargaining
and other labor agreement to which ARAC or any of its subsidiaries is a party.
Current Plan Year: the plan year or fiscal year, to the
extent applicable with respect to any Plan, during which the Separation occurs.
3
ERISA: the Employee Retirement Income Security Act of 1974,
as amended.
Plan: any plan, program, policy or arrangement or contract or
agreement providing benefits for ARAC Individuals or Car Rental Individuals,
whether formal or informal or written or unwritten and whether or not legally
binding, and including, without limitation, any means, whether or not legally
required, pursuant to which any benefit is provided by an employer to any
employee or former employee or the beneficiary or beneficiaries of any such
employee or former employee.
Separation: the public offering by Car Rental of
approximately 70% of the Common Stock of ARAC, or such other transaction or
series of integrated transactions contemplated by the Separation Agreement.
Transition Period: the period beginning with the Separation
and ending on December 31, 1997.
Welfare Plan: any Plan, each of which is listed on Schedule
A, which provides medical, health, disability, accident, life insurance, death,
dental or any other welfare benefit, including, without limitation, any
post-employment or post-retirement benefit.
Section 1.2 Schedules, Etc. References to a "Schedule" are,
unless otherwise specified, to one of the
4
Schedules attached to this Agreement, and references to a "Section" are, unless
otherwise specified, to one of the Sections of this Agreement.
Section 1.3 Certain Constructions. References to the singular
in this Agreement shall refer to the plural and vice-versa and references to
the disjunctive shall refer to the conjunctive and vice-versa and references
to the masculine shall refer to the feminine and vice-versa.
ARTICLE II
EMPLOYEE BENEFITS; LABOR MATTERS
Section 2.1 General. Except as otherwise set forth in this
Agreement, effective as of and following the Separation (i) ARAC shall provide
the ARAC Employees with employee benefits which it deems appropriate and (ii)
HFS shall provide the Car Rental Employees with employee benefits which it
deems appropriate.
5
Section 2.2 Avis Voluntary Savings Plan.
(a) Effective as of the Separation, ARAC shall amend the Avis
Voluntary Savings Plan (the "Savings Plan") and take such other action as may
be necessary and appropriate to provide that, during the Transition Period,
(i) each Car Rental Employee shall be deemed not to have terminated employment
with ARAC and its subsidiaries for purposes of the Savings Plan by virtue of
the Separation so long as such employee remains employed with Car Rental, any
Car Rental/HFS Subsidiary or HFS, (ii) each Car Rental Employee shall accrue
service credit for purposes of eligibility to participate and vesting under
the Savings Plan for all service as an employee with Car Rental, any Car
Rental/HFS Subsidiary or HFS and (iii) the compensation received by each Car
Rental Employee from Car Rental, any Car Rental/HFS Subsidiary or HFS, to the
extent applicable, shall be used as the Compensatio] (as defined in the Savings
Plan) of such employee. In consideration for the benefits to be provided under
the Savings Plan to Car Rental Employees in accordance with this Section 2.2,
HFS shall pay to ARAC an amount equal to all contributions (other than
payroll-deduction contributions) made to the Savings Plan on behalf of Car
6
Rental Employees during the Transition Period, as well as ARAC's reasonable
costs and expenses for administering the Savings Plan with respect to Car
Rental Employees during the Transition Period.
(b) Effective as of the Separation (subject to the provisions
of paragraph (a) of this Section 2.2), the parties hereto shall take all action
necessary and appropriate to cause ARAC to (i) maintain and become the sole
sponsor of the Savings Plan and (ii) assume and be solely responsible for all
assets, liabilities and obligations whatsoever under the Savings Plan,
including the obligation to make contributions thereto, regardless of whether
such obligation to contribute relates to services before or after the
Separation.
(c) Effective as of the close of the Transition Period, HFS
shall take all action necessary and appropriate to (i) cause each of the Car
Rental Employees to become eligible to participate in the HFS Incorporated
Employee Savings Plan (the "HFS Savings Plan") and (ii) to provide that such
Car Rental Employees shall receive service credit for all purposes under the
HFS Savings Plan for all periods of service with Car Rental and its
subsidiaries prior to the Separation to the same extent
7
any such service was recognized under the Savings Plan as of the effective
date of the Separation.
(d) Effective as of the close of the Transition Period, Car
Rental Employees shall not be eligible to make any contributions, or have ARAC
or the ARAC Subsidiaries make any contributions on their behalf, to the Savings
Plan. As soon as practicable following the close of the Transition Period, ARAC
and HFS shall take any and all action necessary and appropriate to execute a
direct plan-to-plan transfer to the HFS Savings Plan of all of the account
balances of each of the Car Rental Employees (including, if applicable, any
outstanding participant loans to the extent that the transfer of such loan will
not cause a taxable distribution to the Car Rental Employee, subject to each
such Car Rental Employee executing a loan agreement with the HFS Savings Plan,
the form of which agreement shall be reasonably satisfactory to HFS, for the
balance of such loan).
Section 2.3 Avis, Inc. Employee Stock Ownership Plan.
Effective as of the Separation, the parties hereto shall take all action
necessary and appropriate to cause ARAC to become the sole sponsor of the Avis,
Inc. Employee Stock Ownership Plan (the "ESOP") and ARAC shall assume and be
solely responsible for all liabilities and
8
obligations whatsoever under the ESOP, including such liabilities and
obligations arising in respect of Car Rental Individuals. Each participant of
the ESOP (whether such participant is an ARAC Individual or a Car Rental
Individual) shall be treated in accordance with the terms of the ESOP.
Section 2.4 Retirement Plan for Employees as of June 30, 1985
of Avis Rent A Car System, Inc.
(a) Effective as of the Separation (subject to the provisions
of paragraph (a) of this Section 2.4), the parties hereto shall take all action
necessary and appropriate to cause ARAC to (i) become the sole sponsor of the
Retirement Plan for Employees as of June 30, 1985 of Avis Rent A Car System,
Inc. (the "ARAC Retirement Plan") and (ii) assume and be solely responsible for
all assets, liabilities and obligations whatsoever under the ARAC Retirement
Plan, including such liabilities and obligations arising in respect of Car
Rental Individuals.
(b) Effective as of the Separation, ARAC shall amend the ARAC
Retirement Plan and take such other action necessary and appropriate to provide
that, for a period (the "ARAC Retirement Plan Transition Period") beginning on
the date of the Separation and ending on December 31, 1998 or such earlier date
as HFS shall determine (i) each
9
Car Rental Employee shall be deemed not to have terminated employment with
ARAC and its subsidiaries for purposes of the ARAC Retirement Plan by virtue of
the Separation so long as such employee remains employed with Car Rental, any
Car Rental/HFS Subsidiary or HFS, (ii) each Car Rental Employee shall accrue
additional service credit for all purposes under the ARAC Retirement Plan for
all service as an employee with Car Rental, any Car Rental/HFS Subsidiary or
HFS and (iii) the compensation received by each Car Rental Employee from Car
Rental, any Car Rental/HFS Subsidiary or HFS, to the extent applicable, shall
be used in determining the Final Average Pay (as defined in the ARAC Retirement
Plan) of such employee.
(c) In consideration for the benefits to be provided under
the ARAC Retirement Plan to Car Rental Employees in accordance with Section
2.4(b) above, HFS shall pay to ARAC an amount (the "HFS Amount") equal to the
excess, if any, of (i) the present value of the accrued benefit that each Car
Rental Employee would be entitled to under the ARAC Retirement Plan (as in
effect on the date hereof) upon reaching normal retirement age assuming that
such employee terminated employment with Car Rental and its subsidiaries
immediately following the
10
ARAC Retirement Plan Transition Period or, if earlier, on the date such Car
Rental Employee actually terminates employment with Car Rental, any Car
Rental/HFS Subsidiary or HFS, determined as of the last day of the ARAC Retire-
ment Plan Transition Period and after giving effect to Section 2.4(b) above
over (ii) the present value of the accrued benefit that each Car Rental
Employee would be entitled to under the ARAC Retirement Plan (as in effect on
the date hereof) upon reaching normal retirement age assuming that such
employee terminated employment with Car Rental and its subsidiaries immediately
prior to the Separation (and, accordingly, assuming that such employee would
not accrue additional service credit or be credited with any increase in Final
Average Pay after such termination). The HFS Amount shall (i) be calculated by
an enrolled actuary selected by HFS (the "HFS Actuary") in connection with the
first regular actuarial valuation of the ARAC Retirement Plan following the end
of the ARAC Retirement Plan Transition Period, and (ii) be calculated using the
same actuarial assumptions applied to such annual actuarial valuation, which
assumptions shall be substantially consistent with the assumptions used in
previous valuations of the ARAC Retirement Plan. Upon the receipt by HFS of a
report
11
from the HFS Actuary indicating the HFS Amount and detailing the method
of valuation and the assumptions used, HFS shall pay to ARAC, within 30 days
after such receipt, the HFS Amount.
(d) The HFS Actuary shall deliver its report detailing the
calculation of the HFS Amount to HFS, Car Rental and ARAC as soon as reasonably
practicable. If ARAC shall disagree with the determination of the HFS Amount
made by the HFS Actuary, ARAC shall have the right within 30 days after receipt
of notice of such determination and back-up work papers to notify HFS that its
enrolled actuary (the "ARAC Actuary")(whose fees and expenses shall be paid by
ARAC) disagrees with the determination made by the HFS Actuary. If such
actuaries cannot agree on the HFS Amount within 30 days of the date of the
notice from ARAC to HFS, such amount shall be finally determined by another
enrolled actuary selected by agreement between the HFS Actuary and the ARAC
actuary, whose fees and expenses shall be borne solely by ARAC. HFS shall pay
the HFS Amount to ARAC no later than 5 business days following the final
determination of the HFS Amount. Upon the payment of the HFS Amount, neither
HFS, Car Rental nor any of their respective subsidiaries
12
shall have any further obligations whatsoever under or with respect to the ARAC
Retirement Plan.
Section 2.5 Pension Plan for Bargaining Hourly Employees.
Effective as of the Separation, the parties hereto shall take
all action necessary and appropriate to cause ARAC to (i) become the sole
sponsor of the Avis Rent A Car System, Inc. Pension Plan for Bargaining Hourly
Employees (the "Hourly Pension Plan") and (ii) assume and be solely responsible
for all assets, liabilities and obligations whatsoever under the Hourly
Pension Plan.
Section 2.6 Welfare Plans.
(a) As of the Separation (i) ARAC shall assume or retain and
shall be solely responsible for, or cause its insurance carriers to be
responsible for (A) all liabilities and obligations whatsoever that relate to
claims of ARAC Individuals, whether or not incurred prior to the Separation, in
connection with all claims under any Welfare Plan (including any Welfare Plan
providing for post-retirement benefits) and (B) all liabilities and obligations
whatsoever that relate to claims of Car Rental Individuals, but only to the
extent such claims were incurred prior to the Separation (whether or not a
13
claim was filed prior to the Separation) in connection with all claims under
any Welfare Plan (including any Welfare Plan providing for post-retirement
benefits), and (ii) Car Rental shall assume or retain and shall be solely
responsible for, or cause its insurance carriers to be responsible for, all
liabilities and obligations whatsoever that relate to claims of Car Rental
Employees, but only to the extent such claims are incurred after the
Separation, in connection with all claims under any Welfare Plan (including any
Welfare Plan providing for post-retirement benefits).
(b) Effective as of the Separation, ARAC shall amend the
Welfare Plans and take such other action necessary and appropriate to provide
that, during the Transition Period, each Car Rental Employee shall be deemed
not to have terminated employment with ARAC and its subsidiaries for purposes
of the Welfare Plans by virtue of the Separation so long as such employee
remains employed with Car Rental, any Car Rental/HFS Subsidiary or HFS. In
consideration for the benefits to be provided under the Welfare Plans to Car
Rental Employees in accordance with this Section 2.6, HFS shall pay to ARAC an
amount equal to all claims or premiums, as applicable, paid under the Welfare
Plans on behalf of Car Rental Employees during
14
the Transition Period, as well as ARAC's reasonable costs and expenses for
administering the Welfare Plans with respect to Car Rental Employees during the
Transition Period.
(c) Effective as of (i) the Separation Period, ARAC shall
take all action necessary and appropriate to assume each existing Welfare Plan
and (ii) the close of the Transition Period, Car Rental and HFS shall take all
action necessary and appropriate to either establish new welfare plans, or
provide existing welfare plans maintained by HFS or any of its subsidiaries,
to the Car Rental Employees. HFS shall take such further actions necessary and
appropriate to provide that under the terms of such welfare plans provided to
Car Rental Employees (whether such welfare plans are provided by HFS, Car
Rental or any of their respective subsidiaries), each Car Rental Employee shall
receive service credit for all past service with Car Rental, ARAC and their
respective subsidiaries as if such service had been rendered to Car Rental and
shall credit such Car Rental Employees with respect to deductibles, copayments,
out-of-pocket maximums and the like with amounts credited to such Car Rental
Employees under the corresponding Welfare Plan as of the close of the
Transition Period. In connection
15
with the foregoing, ARAC agrees to provide HFS or its designated insurance
representative with such information as may be reasonably requested by HFS and
necessary for HFS to establish any such welfare plan and to enroll such Car
Rental Employees.
Section 2.7 Severance Pay. Effective as of the Separation,
the parties hereto shall take all action necessary and appropriate to provide
that, effective as of the Separation (i) ARAC shall assume and become the sole
sponsor of the Avis Separation Allowance Plan and all other severance plans and
policies maintained by Car Rental, ARAC and any of their respective
subsidiaries (the "Severance Plans") and (ii) with respect to Car Rental
Employees, any cessation of employment with ARAC or any ARAC Subsidiary shall
not be deemed a termination of employment from ARAC for purposes of the
Severance Plans.
Section 2.8 ARAC Miscellaneous Plans. Except as otherwise
provided in this Agreement, effective as of the Separation, ARAC shall assume
each and every Plan sponsored or maintained by Car Rental, ARAC and their
respective subsidiaries and in effect as of the Separation (the "Miscellaneous
Plans"). Except as otherwise provided in this Agreement, effective as of the
▇▇▇▇▇▇-
▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ solely responsible for the payment of all liabilities and
obligations whatsoever under each Miscellaneous Plan, whether or not such
liabilities and obligations relate to ARAC Individuals and whether accrued
before or after the Separation; provided, however, that no Car Rental Employee
shall be entitled to accrue benefits under such Miscellaneous Plans after the
Separation.
Section 2.9 Collective Bargaining Agreements. Effective as of
the Separation, ARAC shall retain or assume, and shall discharge all of the
liabilities and obligations of ARAC and its subsidiaries relating to any
Collective Bargaining Agreement, and shall be bound by any and all provisions
of such Collective Bargaining Agreements as if ARAC were the signatory
employer. The liabilities and obligations referred to in the preceding sentence
shall include, without limitation, all obligations to contribute to, and
participate in, any pension or welfare benefit plan referred to or contemplated
by such Collective Bargaining Agreements (the "CBA Plans"). Car Rental and ARAC
shall take any and all action necessary and appropriate to assure that the
foregoing provisions of this Agreement and the transactions contemplated by
the Separation Agreement shall not cause, or be deemed
17
to cause, Car Rental, ARAC or any of their respective subsidiaries to withdraw
(including any full or partial withdrawal, in each case within the meaning of
Sections 4203 and 4205 of ERISA) from any CBA Plan which is a "multiemployer
plan" (within the meaning of Section 3(37) ERISA). The provisions of this
Section 2.9 are, to the extent applicable, governed by and subject to the Labor
Management Relations Act, as amended.
Section 2.10 Employment Agreements. Effective as of the
Separation, the parties hereto shall take all action necessary and appropriate
to cause (i) Car Rental to assume each employment, severance and similar
agreement entered into by any Car Rental Individual with any of Car Rental,
ARAC or any of their respective subsidiaries and (ii) ARAC to assume each
employment, severance and similar agreement entered into by any ARAC Individual
with any of Car Rental, ARAC or any of their respective subsidiaries.
Section 2.11 Other Balance Sheet Adjustments. To the extent
not otherwise provided in this Agreement, ARAC and Car Rental shall take such
action as is necessary and appropriate to effect an adjustment to the books of
ARAC and Car Rental so that, as of the Separation, the prepaid expense balances
and accrued liabilities with re-
18
spect to any employee liability or obligation assumed or retained as of the
Separation by ARAC, on the one hand, and Car Rental on the other hand, are
appropriately reflected on the respective consolidated balance sheets as of
the Separation, respectively, of ARAC and Car Rental.
Section 2.12 Preservation of Rights To Amend or Terminate
Plans. No provisions of this Agreement shall be construed as a limitation on
the right of ARAC or Car Rental to amend any Plan or terminate its
participation therein which ARAC or Car Rental would otherwise have under the
terms of such Plan or otherwise, and no provision of this Agreement shall be
construed to create a right in any employee or former employee or beneficiary
of such employee or former employee under a Plan which such employee or former
employee or beneficiary would not otherwise have under the terms of the Plan
itself.
Section 2.13 Reimbursement; Indemnification. The parties
hereto acknowledge that ARAC, on the one hand, and Car Rental, on the other
hand, may incur costs and expenses (including, but not limited to,
contributions to Plans and the payment of insurance premiums) arising from or
related to any of the Plans which are, as set forth in this Agreement, the
responsibility of the other party hereto. Accordingly, ARAC (and any ARAC Sub-
19
sidiary responsible therefor) and Car Rental (and any Car Rental/HFS Subsidiary
responsible therefor) agree to reimburse each other, as soon as practicable but
in any event within 30 days of receipt from the other party of appropriate
verification, for all such costs and expenses reduced by the amount of any tax
reduction or recovery of tax benefit realized by ARAC or Car Rental, as the
case may be, in respect of the corresponding payment made by it. All
liabilities and obligations retained, assumed or indemnified by ARAC or any
ARAC Subsidiary pursuant to this Agreement, in each case, shall be deemed to be
ARAC Liabilities, as defined in the Separation Agreement, and all liabilities
retained, assumed or indemnified by Car Rental or any Car Rental/HFS Subsidiary
pursuant to this Agreement, shall be deemed to be Car Rental Liabilities, as
defined in the Separation Agreement, and, in each case, shall be subject to the
indemnification provisions set forth in Article IV thereof. Notwithstanding
anything to the contrary contained herein, ARAC shall be solely responsible for
legal and other fees, costs and expenses related to the amendment of any Plans
maintained by ARAC ("Amendment Costs") and shall reimburse HFS and Car Rental
for any Amendment Costs incurred by either of them.
20
ARTICLE III
MISCELLANEOUS
Section 3.1 Complete Agreement; Construction. This Agreement,
including the Schedules hereto and the agreements and documents referred to
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. Notwithstanding
any other provisions in this Agreement or the Separation Agreement to the
contrary, in the event and to the extent that there shall be a conflict between
the provisions of the Separation Agreement and this Agreement, the provisions
of this Agreement shall control.
Section 3.2 Governing Law. Subject to applicable federal
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
laws thereof.
Section 3.3 Notices. All notices and other communications
hereunder shall be in writing and shall be delivered by hand or mailed by
registered or certified
21
mail (return receipt requested) to the parties at the following addresses (or
at such other addresses for a party as shall be specified by like notice) and
shall be deemed given on the date on which such notice is received:
To ARAC:
Avis Rent A Car System, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
To Car Rental:
HFS Car Rental, Inc.
▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Vice President and
Corporate Counsel
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
To HFS:
HFS Incorporated
▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Vice President and
Corporate Counsel
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
Section 3.4 Amendments. This Agreement may not be modified or
amended except by an agreement in writing signed by the parties.
Section 3.5 Successors and Assigns. This Agreement and all of
the provisions hereof shall be
22
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.
Section 3.6 Termination. This Agreement shall terminate in
the event that the Separation Agreement is terminated and the Separation
abandoned prior to the Separation Date. In the event of such termination,
neither party shall have any liability of any kind to the other party.
Section 3.7 No Third Party Beneficiaries. This Agreement is
solely for the benefit of the parties hereto and their respective subsidiaries
and shall not be deemed to confer upon third parties (including without
limitation any Car Rental Individual or ARAC Individual) any remedy, claim,
liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.
Section 3.8 Titles and Headings. Titles and headings to
sections herein are inserted for the convenience of reference only and are not
intended to be a part of or to affect the meaning of or interpretation of this
Agreement.
Section 3.9 Schedules. The Schedules shall be construed with
and as an integral part of this Agreement
23
to the same extent as if the same had been set forth verbatim herein.
Section 3.10 Legal Enforceability. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
24
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.
AVIS Rent A Car System, INC.
By
---------------------------
Title:
HFS CAR RENTAL, INC.
By
---------------------------
Title:
HFS INCORPORATED
By
---------------------------
Title:
25
