EXHIBIT 4.1
AVIS GROUP HOLDINGS, INC.,
As Issuer,
THE SUBSIDIARY GUARANTORS
Named on Schedule I hereto
AND
THE BANK OF NEW YORK,
As Trustee
SUPPLEMENTAL INDENTURE
Dated as of April 2, 2001
Supplementing the Indenture, Dated as of June 30, 1999,
among Avis Group Holdings, Inc.
(formerly known as Avis Rent A Car, Inc.),
the Subsidiary Guarantors parties thereto and
The Bank of New York,
as Trustee
$500,000,000
11% SENIOR SUBORDINATED NOTES DUE 2009
THIS SUPPLEMENTAL INDENTURE, dated as of April 2, 2001 (this
"Supplemental Indenture"), is by and among (i) Avis Group Holdings, Inc.
(formerly known as Avis Rent A Car, Inc.), a Delaware corporation (the
"Company"), as issuer of the 11% Senior Subordinated Notes due 2009 (the
"Notes"), (ii) each of the Subsidiary Guarantors set forth on Schedule I
hereto (collectively, the "Fleet Guarantors") and (iii) The Bank of New
York, as trustee (the "Trustee").
WHEREAS, the Company, certain Subsidiary Guarantors parties
thereto (including the Fleet Guarantors) and the Trustee heretofore
executed and delivered an Indenture, dated as of June 30, 1999 (the
"Indenture"); and
WHEREAS, pursuant to the Indenture the Company issued and
the Trustee authenticated and delivered $500 million aggregate principal
amount of the Securities, which Securities were guaranteed by each of the
Company's Subsidiaries set forth in the definition of "Subsidiary
Guarantor" in the Indenture; and
WHEREAS, on March 1, 2001, Avis Acquisition Corp. ("Merger
Sub"), a Delaware corporation and an indirect wholly-owned subsidiary of
Cendant Corporation ("Cendant"), merged with and into the Company (the
"Avis Merger"); and
WHEREAS, upon the consummation of the Avis Merger, PHH
Corporation, a Maryland corporation ("PHH") purchased all of the
outstanding capital stock of Avis Fleet Leasing and Management Corp., a
Texas corporation ("AFL") and at the time of such purchase a direct,
wholly-owned subsidiary of the Company (the "Avis Fleet Transaction"); and
WHEREAS, each of the Fleet Guarantors (other than AFL) is a
wholly-owned subsidiary of AFL; and
WHEREAS, the Fleet Guarantors and The Chase Manhattan Bank,
a New York banking corporation, as administrative agent (the
"Administrative Agent") for the lenders under the Senior Credit Agreement
(the "Lenders"), have entered into the Release Agreement, dated March 1,
2001 (the "Release Agreement"), pursuant to which the Administrative Agent
and the Lenders agreed to release each of the Fleet Guarantors from its
obligations under the Guarantee and Collateral Agreement, dated as of June
30, 1999, made by each of the signatories thereto in favor of the
Administrative Agent for the benefit of the Lenders; and
WHEREAS, Section 11.2 of the Indenture provides that upon
the sale or disposition of a Subsidiary Guarantor to a Person which is not
a Subsidiary of the Company, which sale or disposition is otherwise in
compliance with the Indenture, such Subsidiary Guarantor will be deemed
released from all its obligations under the Indenture and its Subsidiary
Guarantee will terminate, provided that all obligations of such Subsidiary
Guarantor under the Senior Credit Agreement and all of its guarantees of,
and under all of its pledges of assets or other security interests which
secure, any other Indebtedness of the Company will also terminate upon such
release, sale or transfer; and
WHEREAS, pursuant to the Avis Merger and the Avis Fleet
Transaction, the Fleet Guarantors were sold to a Person not a Subsidiary of
the Company; and
WHEREAS, as a result of the Release Agreement, the Fleet
Guarantors have no outstanding guarantees with respect to the Senior Credit
Agreement, and have no obligations in connection with any other
Indebtedness of the Company;
NOW, THEREFORE, the Company, the Fleet Guarantors listed on
Schedule I hereto and the Trustee agree as follows:
ARTICLE I
RELEASE OF GUARANTORS
SECTION 1.1. Release of Guarantors. In accordance with
Section 11.2 of the Indenture, the Subsidiary Guarantees issued by the
Fleet Guarantors under the Indenture are hereby discharged and released.
SECTION 1.2. Trustee's Acceptance. The Trustee hereby
accepts this Supplemental Indenture and agrees to perform the same under
the terms and conditions set forth in the Indenture.
ARTICLE II
MISCELLANEOUS
SECTION 2.1. Effect of Supplemental Indenture. Upon the
execution and delivery of this Supplemental Indenture by the Company, the
Fleet Guarantors and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Securities heretofore
or hereafter authenticated and delivered under the Indenture shall be bound
thereby.
SECTION 2.2. Indenture Remains in Full Force and Effect.
Except as supplemented hereby, all provisions in the Indenture shall remain
in full force and effect.
SECTION 2.3. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
SECTION 2.4. Confirmation and Preservation of Indenture. The
Indenture, as supplemented by this Supplemental Indenture, is in all
respects confirmed and preserved.
SECTION 2.5. Conflict with Trust Indenture Act. If any
provision of this Supplemental Indenture limits, qualifies or conflicts
with a provision which is required to be included in this Supplemental
Indenture by the Trust Indenture Act of 1939 (the "TIA"), the latter
provision shall control. If any provision of this Supplemental Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to the Indenture as
so modified or to be excluded by this Supplemental Indenture, as the case
may be.
SECTION 2.6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
SECTION 2.7. Terms Defined in the Indenture. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in the Indenture.
SECTION 2.8. Headings. The Article and Section headings of
this Supplemental Indenture are for convenience only and shall not affect
the construction hereof.
SECTION 2.9. Benefits of Supplemental Indenture, etc.
Nothing in this Supplemental Indenture, express or implied, shall give to
any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under the Indenture or this Supplemental
Indenture.
SECTION 2.10. Successors and Assigns. All covenants and
agreements in this Supplemental Indenture by the Company and the Fleet
Guarantors shall bind their successors and assigns, whether so expressed or
not. All agreements of the Trustee in this Supplemental Indenture shall
bind its successors.
SECTION 2.11. Trustee Not Responsible for Recitals. The
recitals contained herein shall be taken as the statements of the Company
and the Fleet Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee shall have no liability for the validity or
sufficiency of this Supplemental Indenture.
SECTION 2.12. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.
SECTION 2.13. Governing Law. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES
THEREOF).
SECTION 2.14. No Recourse Against Others. No director,
officer, employee, incorporator or stockholder of the Company or any Fleet
Guarantor, as such, shall have any liability for any obligations of the
Company or the Fleet Guarantors under the Indenture, the Supplemental
Indenture, the Subsidiary Guarantee, or for any claim based on, in respect
of, or by reason of, such obligations or their creation.
SECTION 2.15. Multiple Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Supplemental Indenture. The
Supplemental Indenture may be executed in any number of counterparts, each
of which shall be deemed an original, but all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed as of the date first written
above.
AVIS GROUP HOLDINGS, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President, General
Counsel and Secretary
AVIS FLEET LEASING AND
MANAGEMENT CORPORATION
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President and
Secretary
PHH CANADIAN HOLDINGS, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President and
Secretary
PHH VEHICLE MANAGEMENT SERVICES, LLC
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Senior Vice President and
Secretary
DEALERS HOLDING, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President and
Secretary
WILLIAMSBURG MOTORS, INC.
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
EDENTON MOTORS, INC.
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
PHH DEUTSCHLAND, INC.
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
WRIGHT EXPRESS LLC
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
PHH/PAYMENTECH, LLC
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
WRIGHT EXPRESS SOLUTIONS AND
TECHNOLOGIES, LLC
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
PHH SOLUTIONS AND TECHNOLOGIES, LLC
By: /s/ Richard S. Jacobson
-------------------------------
Name: Richard S. Jacobson
Title: Vice President - Tax
AFL MANAGEMENT SERVICES, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Scalfani
Title: Vice President, General
Counsel and Secretary
VMS HOLDINGS, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President, General
Counsel and Secretary
ROADSMITH, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President and
Secretary
FAH COMPANY, INC.
By: /s/ Karen C. Sclafani
-------------------------------
Name: Karen C. Sclafani
Title: Vice President, General
Counsel and Secretary
THE BANK OF NEW YORK,
as Trustee
By: /s/ Julie Salovitch-Miller
-------------------------------
Name: Julie Salovitch-Miller
Title: Vice President
Schedule I
Fleet Guarantors
Avis Fleet Leasing and Management Corporation
PHH Canadian Holdings, Inc.
PHH Vehicle Management Services, LLC
Dealers Holding, Inc.
Williamsburg Motors, Inc.
Edenton Motors, Inc.
PHH Deutschland, Inc.
Wright Express LLC
PHH/Paymentech, LLC
PHH Solutions and Technologies, LLC
Wright Express Solutions and Technologies, LLC
Roadsmith, Inc.
FAH Company, Inc.
AFL Management Services, Inc.
VMS Holdings, Inc.