TERMINATION SERVICES AGREEMENT
------------------------------
THIS TERMINATION SERVICES AGREEMENT (the "Agreement") is made
and entered into as of July 30, 1997, among XXXXXX TRUST AND SAVINGS BANK, an
Illinois banking corporation, as trustee (the "Trustee") under the Base
Indenture (as defined below), having an office at 000 Xxxx Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, AESOP FUNDING II L.L.C., a special purpose
limited liability company established under the laws of the State of Delaware,
having an office at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("AFC-II"), AVIS
RENT A CAR SYSTEM, INC., a Delaware corporation, having an office at 000 Xxx
Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx 00000 ("ARAC"), and WIZCOM INTERNATIONAL,
LTD., a Delaware corporation, having an office at 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000 (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Definitions List
attached as Schedule I to the Base Indenture.
WHEREAS, ARAC and the Company have entered into a Computer
Services Agreement dated as of the date hereof (the "Computer Services
Agreement") under which the Company will provide certain rental and reservation
processing systems and services and other information systems and services for
ARAC's business operations;
WHEREAS, the Trustee and AFC-II are parties to the Amended
and Restated Base Indenture dated as of the date hereof (the "Base Indenture")
pursuant to which AFC-II will issue Notes from time to time, the proceeds of
which will be used to make Loans to finance the purchase of Vehicles for
leasing by AESOP Leasing and AESOP Leasing II to ARAC and certain other
Eligible Rental Car Companies for use in their respective daily rental car
businesses;
WHEREAS, AFC-II has requested that the Company continue to
provide certain vehicle tracking services listed on Schedule 1 hereto (the
"Vehicle Tracking Services") to AFC-II and the Trustee in the event the
Computer Services Agreement is terminated under the circumstances described
herein;
NOW, THEREFORE, in consideration of the premises, the mutual
promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by each of the parties, the
parties agree as follows:
1. The Computer Services Agreement is in full force and effect, and
there are no outstanding defaults of the Company or
ARAC, and no uncured notices of default issued to ARAC by the Company, or by
ARAC to the Company, under the Computer Services Agreement on the date of this
Agreement. Neither ARAC nor the Company is aware of any event which, with the
passage of time, the giving of notice or both, would constitute an event of
default under the Computer Services Agreement. The Trustee shall not be
responsible for the accuracy of the statements in the preceding two sentences
and has made no independent investigation thereof.
2. In the event the Company elects to terminate the Computer Services
Agreement pursuant to Section 14.1(b) or 14.2(b) thereof, the Company will
notify the Trustee, each Enhancement Provider and AFC-II of such event by
sending the Trustee and AFC-II a copy of the notice of termination sent to
ARAC, as and when sent, or by separate written notice. To the extent not
precluded by applicable law, including, without limitation, Title 11 of the
Bankruptcy Code, the Company agrees to provide AFC-II with Vehicle Tracking
Services for up to eighteen (18) months following the effective date of any
such termination of the Computer Services Agreement. In consideration for such
Vehicle Tracking Services, ARAC will be obligated to pay the Company $250,000
per calendar month, payable in advance on each Payment Date during such
eighteen-month (or shorter) period. It is agreed and understood that the
Vehicle Tracking Services consist of the services identified in Schedule 1
hereto which will be provided on a stand-alone basis and do not include any
other services provided to ARAC under the Computer Services Agreement,
including, without limitation, the services identified on Schedules F and G
thereto.
3. Pursuant to the Administration Agreement, ARAC has agreed to
deposit $2,000,000 into the Termination Services Account for the benefit of the
Trustee on behalf of the Secured Parties to secure ARAC's obligations to the
Trustee and AFC-II hereunder and under the Administration Agreement. In the
event that ARAC fails to make any payment required pursuant to paragraph 2
above, the Trustee shall have the right to withdraw the Termination Services
Draw Amount from the Termination Services Account and pay such amount to the
Company on behalf of ARAC, in accordance with Section 3.7 of the Indenture. The
Company shall accept any such payment made by the Trustee with the same effect
as though it were made by ARAC. ARAC shall reimburse any such withdrawal from
the Termination Services Reserve Account within two Business Days of the date
thereof in accordance with Section 3 of the Administration Agreement.
4. This Agreement terminates automatically upon the earliest of (i)
the termination of the Indenture and the Loan Agreements in accordance with
their respective terms and the payment in full of all obligations owing
thereunder, (ii) eighteen (18) months after the effective date of any
termination of the
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Computer Services Agreement pursuant to Section 14.1(b) or 14.2(b) thereof,
(iii) default in the payment when due of amounts required to be paid pursuant
to paragraph 2 above and the continuance thereof for five (5) days after the
occurrence thereof or (iv) after the effective date of any termination of the
Computer Services Agreement pursuant to Section 14.1(b) or 14.2 thereof, the
appointment by AFC-II and the Trustee of a qualified successor provider of
Vehicle Tracking Services and the satisfaction of the Rating Agency Consent
Condition in connection therewith. Upon termination of this Agreement, the
Company shall cooperate with AFC-II and the Trustee and take all reasonable
steps requested to assist AFC-II and the Trustee in making an orderly transfer
of the duties of the Company, including, without limitation, delivering to
AFC-II and the Trustee or a successor provider of Vehicle Tracking Services a
copy of all data with respect to the Vehicles then in the custody of the
Company on computer disk or on such other image storage or electronic media as
the Company shall maintain in accordance with its customary practices.
5. All notices sent by any party hereto will be sent to the addresses
referenced in the preamble above, unless a party gives the other parties
written notice that notices to it should be sent to a different address.
Notices may be given by facsimile transmission with the original mailed via
first class mail, postage prepaid, by overnight or courier service with
receipted delivery, or by certified or registered first class mail, postage
prepaid, return receipt requested.
6. The provisions of this Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of such parties and their respective successors and assigns.
7. This Agreement shall be governed by the laws of the
State of New York.
8. This Agreement may be executed in one or more counterparts, each of
which, when together, shall constitute same original.
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IN WITNESS WHEREOF, the parties hereto have duly signed and
executed this Agreement as of the day and year first above written.
WIZCOM INTERNATIONAL LTD.
By: /s/ Xxxxx X. XxXxxxxxxx
------------------------------------
Name:
Title:
AVIS RENT A CAR SYSTEM, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name:
Title:
AESOP FUNDING II L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK,
As Trustee
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name:
Title:
SCHEDULE 1
VEHICLE TRACKING SERVICES
Fleet Accounting Transaction
Title Tracking System
Fleet Receivables
Invoice System (BARS)
Department of Sanitation System
Fleet Reporting System
Vehicle Reporting System
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SYSTEM FUNCTION DESCRIPTIONS
Fleet Accounting Transaction
----------------------------
Enables the vehicle owner to establish depreciation/interest rates based on a
group of vehicles. The system includes depreciation, interest (YTD & MTD), book
value (Cap Cost less depreciation and interest) and vehicle status.
Title Tracking System
---------------------
Enables the fleet owner to track the status of the vehicle title.
Fleet Receivables
-----------------
A system to administer the collection of various receivables due from the
vehicle manufacturers.
Invoice System (BARS)
---------------------
This system capturers and retains invoices received from vehicle manufacturers.
Department of Sanitation System
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Provides adds/sales of all fleet inventory for the Northeast zone to the
Department of Sanitation.
Fleet Reporting System
----------------------
Reports on turnback of eligible vehicles, transfers, and various stages of
titling.
Vehicle Reporting System
------------------------
Provides the field location with vehicle reports. Status includes inactive,
overdue, open movements, mileage discrepancies, due-ins, missing and marshalled
vehicles.
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