REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of September ,1997, between
HFS Incorporated ("HFS") and Avis Rent A Car, Inc. (the "Company").
WHEREAS, as of the date of this Agreement, HFS Car Rental Inc. ("HFS
Car Rental"), a wholly owned subsidiary of HFS, owns 100 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock");
WHEREAS, the Company is consummating on the date hereof underwritten
public offerings (the "Offerings") of 19,500,000 shares of the Common Stock;
WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this Agreement in the name and
on behalf of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties to this Agreement hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Holder" means HFS Car Rental and any other person that owns
Registrable Securities, including their respective successors and assigns who
acquire Registrable Securities, directly or indirectly, from HFS Car Rental or
such other person. For purposes of this Agreement, the Company may deem and
treat the registered holder of a Registrable Security as the Holder and
absolute owner thereof, and the Company shall not be affected by any notice to
the contrary.
"Registrable Securities" means (a) the Common Stock owned by HFS Car
Rental upon completion of the Offerings, (b) any Common Stock acquired by HFS
or HFS Car Rental in the open market at a time when HFS or HFS Car Rental is
deemed to be an Affiliate (as such term is defined under Rule 144 under the
Securities Act) of the Company, and (c) any securities issued or issuable in
respect of the Common Stock referred to in clauses (a) and (b) above, by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with respect to
such Common Stock. For purposes of this Agreement, a Registrable Security
ceases to be a Registrable Security when (x) it has been effectively registered
under the Securities Act and sold or distributed to the public in accordance
with an effective registration statement covering it (and has not been
reacquired in the manner described in clause (b) above), or (y) it is sold or
distributed to the public pursuant to Rule 144 (or any successor or similar
provision) under the Securities Act.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended from
time to time.
2. Demand Registration. (a) Subject to Section 5 hereof, if at any
time any Holder shall request the Company in writing to register under the
Securities Act all or a part of the Registrable Securities held by such Holder
(a "Demand Registration"), the Company shall use all reasonable efforts to
cause to be filed and declared effective as soon as reasonably practicable (but
in no event later than the 45th day after such Holder's request is made) a
registration statement, on such appropriate form as the Company in its
discretion shall determine, providing for the sale of all such Registrable
Securities by such Holder. The Company agrees to use its best efforts to keep
any such registration statement continuously effective and usable for resale of
Registrable Securities for so long as the Holder whose Registrable Securities
are included therein shall request. The Company shall be obligated to file
registration statements pursuant to this Section 2(a) until all Registrable
Securities have ceased to be Registrable Securities. Each registration
statement filed pursuant to this Section 2(a) is hereinafter referred to as a
"Demand Registration Statement."
(b) The Company agrees (i) not to effect any public or private sale,
distribution or purchase of any
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of its securities which are the same as or similar to the Registrable
Securities, including a sale pursuant to Regulation D under the Securities Act,
during the 15-day period prior to, and during the 45-day period beginning on,
the closing date of each underwritten offering under any Demand Registration
Statement, and (ii) to use reasonable best efforts to cause each holder of its
securities purchased from the Company, at any time on or after the date of this
Agreement (other than in a registered public offering) to agree not to effect
any public sale or distribution of any such securities during such period,
including a sale pursuant to Rule 144 under the Securities Act.
(c) The Company may postpone for a reasonable period of time, not to
exceed 30 days, the filing or the effectiveness of any Demand Registration
Statement if the Board of Directors of the Company in good faith determines
that (A) such registration might have a material adverse effect on any plan or
proposal by the Company with respect to any financing, acquisition,
recapitalization, reorganization or other material transaction, or (B) the
Company is in possession of material non-public information that, if publicly
disclosed, could result in a material disruption of a major corporate
development or transaction then pending or in progress or in other material
adverse consequences to the Company.
(d) If at any time any Holder of Registrable Securities to be covered
by a Demand Registration Statement desires to sell Registrable Securities in an
underwritten offering, such Holder shall have the right to select any
nationally recognized investment banking firm(s) to administer the offering,
subject to the approval of the Company, which approval shall not be
unreasonably withheld, and the Company shall enter into underwriting agreements
with the underwriter(s) of such offering, which agreements shall contain such
representations and warranties by the Company, and such other terms, conditions
and indemnities as are at the time customarily contained in underwriting
agreements for similar offerings.
3. Incidental Registration. Subject to Section 5 hereof and the
other terms and conditions set forth in this Section 3, if the Company proposes
at any time to register any shares of Common Stock (the "Ini-
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tially Proposed Shares") under the Securities Act for sale, whether or not for
its own account, pursuant to an underwritten offering, the Company will
promptly give written notice to the Holders of its intention to effect such
registration (such notice to specify, among other things, the proposed offering
price, the kind and number of securities proposed to be registered and the
distribution arrangements, including identification of the underwriter(s)), and
the Holders shall be entitled to include in such registration statements, as a
part of such underwritten offering, such number of shares (the "Holder
Shares") to be sold for the account of the Holders (on the same terms and
conditions as the Initially Proposed Shares) as shall be specified in a request
in writing delivered to the Company within 15 days after the date upon which
the Company gave the aforementioned notice.
The Company's obligations to include Holder Shares in a registration
statement pursuant to this Section 3 is subject to each of the following
limitations, conditions and qualifications:
(i) If, at any time after giving written notice of its intention to
effect a registration of any of its shares of Common Stock and prior to
the effective date of any registration statement filed in connection with
such registration, the Company shall determine for any reason not to
register all of such shares, the Company may, at its election, give
written notice of such determination to the Holders and thereupon it
shall be relieved of its obligation to use any efforts to register any
Holder Shares in connection with such aborted registration.
(ii) If, in the opinion of the managing underwriter(s) of such
offering, the distribution of all or a specified portion of the Holder
Shares would materially interfere with the registration and sale, in
accordance with the intended method thereof, of the Initially Proposed
Shares, then the number of Holder Shares to be included in such
registration statement shall be reduced to such number, if any, that, in
the opinion of such managing underwriter(s), can be included without such
interference. If, as a result of the cutback provisions of the preceding
sentence, the Holders are not entitled to include all of the Holder
Shares in such
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registration, such Holders may elect to withdraw their request to
include Holder Shares in such registration (a "Withdrawal Election").
If the Company shall so request in writing, each Holder agrees not to
effect any public or private sale or distribution of any Registrable Securities
(other than the Holder Shares) during the 15-day period prior to and during the
45-day period beginning on, the closing date of any underwritten public
offering of shares of Common Stock made for the Company's own account.
4. Registration Procedures. (a) Whenever the Company is required to
use all reasonable efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to the terms and conditions of
Section 2(a) or 3 (such Registrable Securities being hereinafter referred to as
"Subject Shares"), the Company will use all reasonable efforts to effect the
registration and sale of the Subject Shares in accordance with the intended
method of disposition thereof. Without limiting the generality of the
foregoing, the Company will as soon as practicable:
(i) prepare and file with the SEC a registration statement with
respect to the Subject Shares in form and substance satisfactory to
the Holders of the Subject Shares, and use all reasonable efforts to
cause such registration statement to become effective as soon as
possible;
(ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such
registration statement effective for the applicable period and to
comply with the provisions of the Securities Act with respect to the
disposition of all Subject Shares and other securities covered by
such registration statement;
(iii) furnish the Holders covered by such registration
statement, without charge, such number of conformed copies of such
registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies
of the prospectus included in such regis-
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tration statement (including each preliminary prospectus), such
documents incorporated by reference in such registration statement or
prospectus, and such other documents, as such Holders may reasonably
request;
(iv) use all reasonable efforts to register or qualify the
Subject Shares covered by such registration statement under the
securities or blue sky laws of such jurisdictions as the managing
underwriter(s) shall reasonably recommend, and do any and all other
acts and things which may be reasonably necessary or advisable to
enable the Holders to consummate the disposition in such
jurisdictions of the Subject Shares covered by such registration
statement, except that the Company shall not for any such purpose be
required to (A) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, (B)
subject itself to taxation in any jurisdiction wherein it is not so
subject, or (C) consent to general service of process in any such
jurisdiction or otherwise take any action that would subject it to
the general jurisdiction of the courts of any jurisdiction in which
it is not so subject;
(v) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC;
(vi) furnish, at the Company's expense, unlegended certificates
representing ownership of the securities being sold in such
denominations as shall be requested and instruct the transfer agent
to release any stop transfer orders with respect to the Subject
Shares being sold;
(vii) notify each Holder at any time when a prospectus relating
to the Subject Shares is required to be delivered under the
Securities Act of the happening of any event as a result of which the
prospectus included in such Registration Statement contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading,
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and the Company will, as promptly as practicable thereafter, prepare
and file with the SEC and furnish a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of
Subject Shares such prospectus will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(viii) enter into customary agreements (including an
underwriting agreement in customary form in the case of an
underwritten offering) and make such representations and warranties
to the sellers and underwriter(s) as in form and substance and scope
are customarily made by issuers to underwriters in underwritten
offerings and take such other actions as the Holders or the managing
underwriter(s) or agent, if any, reasonably require in order to
expedite or facilitate the disposition of such Subject Shares;
(ix) make available for inspection by the Holders, any
underwriter or agent participating in any disposition pursuant to
such Registration Statement, and any attorney, accountant or other
similar professional advisor retained by any such holders or
underwriter (collectively the "Inspectors"), all pertinent financial
and other records, pertinent corporate documents and properties of
the Company (collectively, the "Records"), as shall be reasonably
necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement. The
Holders agree that Records and other information which the Company
determines, in good faith, to be confidential and of which
determination the Inspectors are so notified shall not be disclosed
by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in the
Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena, court order or regulatory or agency request
or (iii) the information in such Records has been generally
disseminated to the public. Each
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Holder agrees that it will, upon learning that disclosure of such
Record is sought in a court of competent jurisdiction or by a
governmental agency, give notice to the Company and allow the Company,
at the Company's expense, to undertake appropriate action to
prevent disclosure of the Records deemed confidential;
(x) obtain for delivery to the Company, the underwriter(s) or
their agent, with copies to the Holders, a "cold comfort" letter
from the Company's independent public accountants in customary form
and covering such matters of the type customarily covered by "cold
comfort" letters as the Holders or the managing underwriter(s)
reasonably request;
(xi) obtain for delivery to the Holders and the underwriter(s)
or their agent an opinion or opinions from counsel for the Company
in customary form and reasonably satisfactory to the Holder,
underwriters or agents and their counsel;
(xii) make available to its security holders earnings
statements, which need not be audited, satisfying the provisions of
Section 11(a) of the Securities Act no later than 90 days after the
end of the 12-month period beginning with the first month of the
Company's first quarter commencing after the effective date of the
Registration Statement, which earnings statements shall cover said
12-month period;
(xiii) make every reasonable effort to prevent the issuance of
any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the effectiveness
of such registration statement at the earliest possible moment;
(xiv) cause the Subject Shares to be registered with or
approved by such other governmental agencies or authorities within
the United States as may be necessary to enable the sellers thereof
or the underwriters(s), if any, to consummate the disposition of
such Subject Shares;
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(xv) cooperate with the Holders and the managing
underwriter(s), if any, or any other interested party (including any
interested broker-dealer) in making any filings or submission
required to be made, and the furnishing of all appropriate
information in connection therewith, with the National Association
of Securities Dealers, Inc. ("NASD");
(xvi) cause its subsidiaries to take action necessary to effect
the registration of the Subject Shares contemplated hereby,
including filing any required financial information;
(xvii) effect the listing of the Subject Shares on the New York
Stock Exchange or such other national securities exchange or
over-the-counter market on which shares of the Common Stock shall
then be listed; and
(xviii) take all other steps necessary to effect the
registration of the Subject Shares contemplated hereby.
(b) The Holders shall provide (in writing and signed by the Holders
and stated to be specifically for use in the related registration statement,
preliminary prospectus, prospectus or other document incident thereto) all
such information and materials and take all such action as may be required in
order to permit the Company to comply with all applicable requirements of the
SEC and any applicable state securities laws and to obtain any desired
acceleration of the effective date of any registration statement prepared and
filed by the Company pursuant to this Agreement.
(c) The Holders shall, if requested by the Company or the managing
underwriter(s) in connection with any proposed registration and distribution
pursuant to this Agreement, (i) agree to sell the Subject Shares on the basis
provided in any underwriting arrangements entered into in connection therewith
and (ii) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents customary in similar
offerings.
(d) Upon receipt of any notice from the Company that the Company has
become aware that the pro-
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spectus (including any preliminary prospectus) included in any registration
statement filed pursuant to Section 2(a) or 3, as then in effect, contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, the Holders shall forthwith discontinue disposition of Subject
Shares pursuant to the registration statement covering the same until the
Holders' receipt of copies of a supplemented or amended prospectus and,
if so directed by the Company, deliver to the Company (at the Company's
expense) all copies other than permanent file copies then in the Holder's
possession, of the prospectus covering the Subject Shares that was in effect
prior to such amendment or supplement.
(e) The Holders shall pay all out-of-pocket expenses incurred in
connection with any Demand Registration Statements filed pursuant to Section
2(a) of this Agreement, including, without limitation, all SEC and blue sky
registration and filing fees (including NASD fees), printing expenses,
transfer agents and registrars' fees, underwriting discounts, commissions and
expenses attributable to securities sold for the account of the Holders
pursuant to such registration statement, fees and disbursements of the
Company's counsel and accountants and fees and disbursements of experts used
by the Company in connection with such registration statement. The Company
shall pay any such out-of-pocket expenses incurred in connection with any
registration statement filed pursuant to Section 3 of this Agreement, except
that the Holders shall pay all underwriting discounts, commissions and
expenses attributable to the Subject Shares sold pursuant to any such
registration statement.
(f) In connection with any sale of Sub- ject Shares that are
registered pursuant to this Agreement, the Company and the Holders shall enter
into an agreement providing for indemnification of the Holders by the Company,
and indemnification of the Company by the Holders, on terms customary for such
agreements at that time (it being understood that any disputes arising as to
what is customary shall be resolved by counsel to the underwriter(s)).
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5. Condition to Company's Obligations. Notwithstanding any other
provision in this Agreement to the contrary, the Company shall have no
obligation to effect any registration of Registrable Securities pursuant to
this Agreement within 180 days of the date of the prospectus for the
Offerings, unless Bear, Xxxxxxx & Co., Inc. shall have given its prior written
consent to such filing.
6. Indemnification.
(a) Indemnification by the Company. The Company will, without
limitation as to time, indemnify and hold harmless, to the fullest extent
permitted by law, each Holder of Registrable Securities registered pursuant to
this Agreement, the officers, directors, agents and employees of each of them,
each person who controls such holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of any such controlling person, from and against all
reasonable and documented losses, claims, damages, liabilities, costs
(including without limitation the costs of investigation and attorneys' fees)
and expenses (collectively, "Losses"), as incurred, arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in
any registration statement, prospectus or form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are based solely
upon information furnished in writing to the Company by such Holder expressly
for use therein.
(b) Indemnification by Holders of Registrable Securities. In
connection with any registration statement in which a Holder is participating,
such Holder will furnish to the Company in writing such information as the
Company reasonably requests for use in connection with any registration
statement or prospectus and will indemnify, to the fullest extent permitted by
law, the Company, its officers, directors, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act) and the officers, directors, agents and
em-
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ployees of any such controlling person, from and against all Losses, as
incurred, arising out of or based upon any untrue or alleged untrue statement
of a material fact contained in any registration statement, prospectus or form
of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that any such statement or omission is contained in any information
furnished in writing to the Company by such Holder expressly for use therein
and was relied upon by the Company in the preparation thereof. In no event will
the liability of any selling Holder hereunder be greater in amount than the
dollar amount of the proceeds (net of payment of all expenses) received by such
Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligations.
(c) Conduct of Indemnification Proceedings. If any person shall
become entitled to indemnity hereunder (an "indemnified party"), such
indemnified party shall give prompt notice to the party from which such
indemnity is sought (the "indemnifying party") of any claim or of the
commencement of any action or proceeding with respect to which such
indemnified party seeks indemnification or contribution pursuant hereto;
provided, however, that the failure to so notify the indemnifying party will
not relieve the indemnifying party from any obligation or liability except to
the extent that the indemnifying party has been prejudiced materially by such
failure. All reasonable and documented fees and expenses (including any fees
and expenses incurred in connection with investigating or preparing to defend
such action or proceeding) will be paid to the indemnified party, as incurred,
within five calendar days of written notice thereof to the indemnifying party
(regardless of whether it is ultimately determined that an indemnified party
is not entitled to indemnification hereunder). The indemnifying party will not
consent to entry of any judgment or enter into any settlement or otherwise
seek to terminate any action or proceeding in which any indemnified party is
or could be a party and as to which indemnification or contribution could be
sought by such indemnified party under this Section 6, unless such judgment,
settlement or other termination includes as an unconditional term
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thereof the giving by the claimant or plaintiff to such indemnified party of a
release, in form and substance satisfactory to the indemnified party, from all
liability in respect of such claim or litigation for which such indemnified
party would be entitled to indemnification hereunder.
(d) Contribution. If the indemnification provided for in this Section
6 is unavailable to an indemnified party under Section 6(a) or 6(b) hereof in
respect of any Losses or is insufficient to hold such indemnified party
harmless, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, will, jointly and severally, contribute to the amount
paid or payable by such indemnified party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties, on the one hand, and such indemnified party, on the other
hand, in connection with the actions, statement or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The
relative fault of such indemnifying party or indemnifying parties, on the one
hand, and such indemnified party, on the other hand, will be determined by
reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or related to
information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses will be deemed to include any
reasonable and documented legal or other fees or expenses incurred by such
party in connection with any action or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6(d), an
indemnifying party that is a selling Holder will not be required to contribute
any amount in excess of the amount by which the total price at which the
Registrable Securities sold by such
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indemnifying party and distributed to the public were offered to the public
exceed the amount of any damages which such indemnifying party has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
The indemnity, contribution and expense reimbursement obligations
contained in this Section 6 will be in addition to any liability that the
indemnifying party or parties may otherwise have to the indemnified party or
parties. The provisions of this Section 6 will survive so long as Registrable
Securities remain outstanding, notwithstanding any transfer of the Registrable
Securities by any Holder thereof or any termination of this Agreement.
7. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by fax at the address or number designated below (if
delivered on a business day during normal business hours where such notice is
to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the third business day following the date
of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
If to the Company, to:
Avis Rent A Car, Inc.
000 Xxx Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
If to HFS, to:
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HFS Incorporated
Six Xxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
If to any other Holder, to such name at such address as such
Holder shall have indicated in a written notice delivered to
the other parties to this Agreement.
Any party hereto may from time to time change its address for notices under
this Section 6 by giving at least 10 days' notice of such changes to the
other parties hereto.
8. Waivers. No waiver by any party of any default with respect to any
provision, condition or requirement hereof shall be deemed to be a continuing
waiver in the future thereof or a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.
9. Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
10. Successors and Assigns; Amendments. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns, including without limitation and without the need for an express
assignment each subsequent Holder of any Registrable Securities. Except as
provided in this Section 9, neither the Company nor any Holder shall assign
this Agreement or any rights hereunder without the prior written consent of the
other parties hereto. The assignment by a party of this Agreement or any
rights hereunder shall not affect the obligations of such party hereunder. This
Agreement may not be amended except by a written instrument executed by the
parties hereto.
11. No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and
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is not for the benefit of, nor may any provision hereof be enforced by, any
other person.
12. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware
without regard to the principles of conflicts of laws.
13. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto in respect of the subject matter hereof and supersedes all
prior agreements and understandings between the parties with respect to the
subject matter hereof.
14. Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
date hereof.
AVIS RENT A CAR, INC.
By:
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Name:
Title:
HFS INCORPORATED
By:
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Name:
Title:
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