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EXHIBIT 10.2
STOCK OPTION AGREEMENT (PROMUS)
STOCK OPTION AGREEMENT, dated as of September 1, 1997 (the
"Agreement"), between PROMUS HOTEL CORPORATION, a Delaware corporation (the
"Grantee"), and DOUBLETREE CORPORATION, a Delaware corporation (the "Grantor").
WHEREAS, the Grantee, Parent Holding Corp., a Delaware corporation
("Parent"), and the Grantor are entering into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), which provides, among
other things, for the merger (the "Doubletree Merger") of a subsidiary of Parent
with and into the Grantor and the merger (the "Promus Merger") of another
subsidiary of Parent with and into the Grantee, such that the Grantor and the
Grantee will become wholly-owned subsidiaries of Parent and the stockholders of
the Grantor and the Grantee will become stockholders of Parent (the Doubletree
Merger and the Promus Merger collectively, the "Mergers");
WHEREAS, pursuant to a Stock Option Agreement dated as of the date
hereof between the Grantee and the Grantor, the Grantee has granted the Grantor
an option to acquire shares of common stock of the Grantee on terms that are
substantially similar to the terms of this Agreement (the "Doubletree Option");
WHEREAS, as a condition and inducement to their willingness to enter
into the Merger Agreement and the Doubletree Option, the Grantee and Parent have
requested that the Grantor grant to the Grantee an option to purchase 7,898,003
shares of Common Stock, par value $0.01 per share, of the Grantor (the "Common
Stock"), upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce the Grantee to enter into the Merger
Agreement and grant the Doubletree Option, the Grantor is willing to grant the
Grantee the requested option.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. The Option; Exercise; Adjustments; Payment of Spread.
(a) Contemporaneously herewith the Grantee, Parent and the Grantor
are entering into the Merger Agreement. Subject to the other terms and
conditions set forth herein, the Grantor hereby grants to the Grantee an
irrevocable option (the "Option") to purchase up to 7,898,003 (as adjusted as
provided herein) shares of Common Stock (together with the associated purchase
rights issued with respect thereto pursuant to the Rights Agreement dated as of
September 1, 1997 between the Grantor and Harris Trust & Savings Bank (the
"Grantor Rights Plan")) (the "Shares") at a per share cash purchase price equal
to the lower of (i) $50.00 per Share or (ii) the average closing sales price of
the Common Stock on the NASDAQ National Market ("NASDAQ") for the five
consecutive trading days beginning on and including the day that the Mergers are
publicly announced (as adjusted as provided herein) (such lower price being the
"Purchase Price"). The Option may be exercised by the Grantee, in whole or in
part, at any
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time, or from time to time, following the occurrence of one of the events set
forth in Section 2(c) hereof and prior to the termination of the Option in
accordance with the terms of this Agreement.
(b) In the event the Grantee wishes to exercise the Option, the
Grantee shall send a written notice to the Grantor (the "Stock Exercise Notice")
specifying a date (subject to the HSR Act (as defined below)) not later than 10
business days and not earlier than the next business day following the date such
notice is given for the closing of such purchase. In the event of any change in
the number of issued and outstanding shares of Common Stock by reason of any
stock dividend, stock split, split-up, reclassification, recapitalization,
merger or other change in the corporate or capital structure of the Grantor
(including the occurrence of a Distribution Date under the Grantor Rights Plan),
the number of Shares subject to this Option and the purchase price per Share
shall be appropriately adjusted to restore the Grantee to its rights hereunder,
including its right to purchase Shares representing 19.9% of the capital stock
of the Grantor entitled to vote generally for the election of the directors of
the Grantor which is issued and outstanding immediately prior to the exercise of
the Option at an aggregate purchase price equal to the Purchase Price multiplied
by 7,898,003 . In the event that any additional shares of Common Stock are
issued after the date of this Agreement (other than pursuant to an event
described in the preceding sentence), the number of Shares subject to this
Option shall be increased by 19.9% of the number of the additional shares of
Common Stock so issued (and such additional Shares shall have a purchase price
per share equal to the Purchase Price).
(c) If at any time the Option is then exercisable pursuant to the
terms of Section 1(a) hereof, the Grantee may elect, in lieu of exercising the
Option to purchase Shares provided in Section 1(a) hereof, to send a written
notice to the Grantor (the "Cash Exercise Notice") specifying a date not later
than 20 business days and not earlier than 10 business days following the date
such notice is given on which date the Grantor shall pay to the Grantee an
amount in cash equal to the Spread (as hereinafter defined) multiplied by all or
such portion of the Shares subject to the Option as Grantee shall specify. As
used herein "Spread" shall mean the excess, if any, over the Purchase Price of
the higher of (x) if applicable, the highest price per share of Common Stock
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by any person in an Alternative Transaction (as defined in clause
(i), (ii) or (iii) of Section 7.3(e) of the Merger Agreement) (the "Alternative
Purchase Price") or (y) the closing sales price of the shares of Common Stock on
NASDAQ on the last trading day immediately prior to the date of the Cash
Exercise Notice (the "Closing Price"). If the Alternative Purchase Price
includes any property other than cash, the Alternative Purchase Price shall be
the sum of (i) the fixed cash amount, if any, included in the Alternative
Purchase Price plus (ii) the fair market value of such other property. If such
other property consists of securities with an existing public trading market,
the average of the closing sales prices (or the average of the closing bid and
asked prices if closing sales prices are unavailable) for such securities in
their principal public trading market on the five trading days ending five days
prior to the date of the Cash Exercise Notice shall be deemed to equal the fair
market value of such property. If such other property consists of something
other than cash or securities with an existing public trading market and, as of
the payment date for the Spread, agreement on the value of such other property
has not been reached, the Alternative Purchase Price shall be deemed to equal
the Closing Price. Upon exercise of the Grantee's right to receive cash pursuant
to this Section 1(c) and the payment of such cash to the Grantee, the
obligations of the Grantor to deliver Shares pursuant to Section 3 shall be
terminated
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with respect to such number of Shares for which the Grantee shall have elected
to be paid the Spread.
2. Conditions to Delivery of Shares. The Grantor's obligation to
deliver Shares upon exercise of the Option is subject only to the conditions
that:
(a) No preliminary or permanent injunction or other order issued by
any federal or state court of competent jurisdiction in the United States
prohibiting the delivery of the Shares shall be in effect; and
(b) Any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") shall have expired or been
terminated and all other consents, approvals, orders, notifications or
authorizations, the failure of which to obtain or make would have the effect of
making the issuance of the Shares illegal (collectively, the "Regulatory
Approvals") shall have been obtained or made; and
(c) (i) a proposal for an Alternative Transaction (as defined in
the Merger Agreement) involving the Grantor shall have been publicly announced
prior to the time the Merger Agreement is terminated pursuant to the terms
thereof (the "Merger Termination Date") and one or more of the following events
shall have occurred on or after the time of the making of such proposal: (A) the
requisite vote of the stockholders of the Grantor in favor of adoption and
approval of the Merger Agreement shall not have been obtained at the Doubletree
Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or
postponement thereof; (B) the Board of Directors of the Grantor shall have
withdrawn or modified its recommendation of the Merger Agreement or the
Doubletree Merger or failed to confirm its recommendation of the Merger
Agreement or the Doubletree Merger to the stockholders of the Grantor within ten
business days after a written request by the Grantee to do so; (C) the Board of
Directors of the Grantor shall have recommended to the stockholders of the
Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a
tender offer or exchange offer for 20% or more of the outstanding shares of
Grantor Common Stock shall have been commenced (other than by the Grantee or an
affiliate of the Grantee) and the Board of Directors of the Grantor shall have
recommended that the stockholders of the Grantor tender their shares in such
tender or exchange offer; or (E) for any reason the Grantor shall have failed to
call and hold the Doubletree Stockholders' Meeting (as defined in the Merger
Agreement) by the Outside Date (as defined in the Merger Agreement); provided,
however, that the Option may not be exercised if the Grantee is in material
breach of any of its material representations, warranties, covenants or
agreements contained in this Agreement or in the Merger Agreement; or (ii) the
Merger Agreement shall have been terminated by the Grantor pursuant to Section
7.1(g) of the Merger Agreement.
3. The Closing.
(a) Any closing hereunder shall take place on the date specified by
the Grantee in its Stock Exercise Notice or Cash Exercise Notice, as the case
may be, at 8:00 A.M., local time, at the offices of Latham & Watkins, 633 West
Fifth Street, Suite 4000, Los Angeles, CA 90071, or, if the conditions set forth
in Section 2(a) or 2(b) have not then been satisfied, on
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the second business day following the satisfaction of such conditions, or at
such other time and place as the parties hereto may agree (the "Closing Date").
On the Closing Date, (i) in the event of a closing pursuant to Section 1(b)
hereof, the Grantor will deliver to the Grantee a certificate or certificates,
duly endorsed (or accompanied by duly executed stock powers), representing the
Shares in the denominations designated by the Grantee in its Stock Exercise
Notice and the Grantee will purchase such Shares from the Grantor at the price
per Share equal to the Purchase Price or (ii) in the event of a closing pursuant
to Section 1(c) hereof, the Grantor will deliver to the Grantee cash in an
amount determined pursuant to Section 1(c) hereof. Any payment made by the
Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this
Agreement shall be made by certified or official bank check or by wire transfer
of federal funds to a bank designated by the party receiving such funds.
(b) The certificates representing the Shares may bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act").
4. Representations And Warranties of the Grantor. The Grantor
represents and warrants to the Grantee that (a) the Grantor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and authority to enter
into and perform this Agreement; (b) the execution and delivery of this
Agreement by the Grantor and the consummation by it of the transactions
contemplated hereby have been duly authorized by the Board of Directors of the
Grantor and this Agreement has been duly executed and delivered by a duly
authorized officer of the Grantor and constitutes a valid and binding obligation
of the Grantor, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; (c) the Grantor has taken all necessary corporate action to
authorize and reserve the Shares issuable upon exercise of the Option and the
Shares, when issued and delivered by the Grantor upon exercise of the Option,
will be duly authorized, validly issued, fully paid and non-assessable and free
of preemptive rights; (d) except as otherwise required by the HSR Act and other
than any filings required under the blue sky laws of any states or by NASDAQ,
the execution and delivery of this Agreement by the Grantor and the issuance of
Shares upon exercise of the Option do not require the consent, waiver, approval
or authorization of or any filing with any person or public authority and will
not violate, result in a breach of or the acceleration of any obligation under,
or constitute a default under, any provision of any charter or by-law,
indenture, mortgage, lien, lease, agreement, contract, instrument, order, law,
rule, regulation, judgment, ordinance, or decree, or restriction by which the
Grantor or any of its subsidiaries or any of their respective properties or
assets is bound; (e) no "fair price", "moratorium", "control share acquisition"
or other form of antitakeover statute or regulation (including, without
limitation, the restrictions on "business combinations" set forth in Section 203
of the Delaware General Corporation Law) is or shall be applicable to the
acquisition of Shares pursuant to this Agreement (and the Board of Directors of
Grantor has taken all action to approve the acquisition of the Shares to the
extent necessary to avoid such application) and (f) the Grantor has taken all
corporate action necessary so that the grant and any subsequent exercise of the
Option by the Grantee will not result in the separation or exercisability of
rights under the Grantor Rights Plan.
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5. Representations and Warranties of the Grantee. The Grantee
represents and warrants to the Grantor that (a) the execution and delivery of
this Agreement by the Grantee and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Grantee and this Agreement has been duly executed and
delivered by a duly authorized officer of the Grantee and will constitute a
valid and binding obligation of Grantee; and (b) the Grantee is acquiring the
Option after the Grantee has been afforded the opportunity to obtain, and has
obtained, sufficient information regarding the Grantor to make an informed
investment decision with respect to the Grantee's purchase of the Shares
issuable upon exercise thereof, and, if and when the Grantee exercises the
Option, it will be acquiring the Shares issuable upon the exercise thereof for
its own account and not with a view to distribution or resale in any manner
which would be in violation of the Securities Act.
6. Quotation of Shares; HSR Act Filings; Regulatory Approvals. Subject
to applicable law and the rules and regulations of NASDAQ, the Grantor will
promptly file an application to have the Shares quoted on NASDAQ and will use
its best efforts to obtain approval of such quotation and to file all necessary
filings by the Grantor under the HSR Act; provided, however, that if the Grantor
is unable to effect such quotation on NASDAQ by the Closing Date, the Grantor
will nevertheless be obligated to deliver the Shares upon the Closing Date. Each
of the parties hereto will use its best efforts to obtain consents of all third
parties and all Regulatory Approvals, if any, necessary to the consummation of
the transactions contemplated.
7. Repurchase of Shares; Sale of Shares. If a Change in Control Event
has not occurred prior to the first anniversary date of the Merger Termination
Date, then beginning on such anniversary date, the Grantor shall have the right
to purchase (the "Repurchase Right") all, but not less than all, of the Shares
then beneficially owned by the Grantee or any of its affiliates at a price per
share equal to the greater of (i) the Purchase Price, or (ii) the average of the
closing sales prices for shares of Common Stock on the twenty trading days
ending five days prior to the date the Grantor gives written notice of its
intention to exercise the Repurchase Right. If the Grantor does not exercise the
Repurchase Right within thirty days following the first anniversary of the
Merger Termination Date, the Repurchase Right terminates. In the event the
Grantor wishes to exercise the Repurchase Right, the Grantor shall send a
written notice to the Grantee specifying a date (not later than 10 business days
and not earlier than the next business day following the date such notice is
given) for the closing of such purchase. For purposes of the Agreement, a
"Change in Control Event" shall be deemed to have occurred if (i) any person or
group has a acquired beneficial ownership of more than fifty percent (excluding
the Shares) of the outstanding shares of Common Stock or (ii) the Grantor shall
have entered into an agreement, including without limitation an agreement in
principle, providing for (x) a merger or other business combination involving
the Grantor in which the Grantor's stockholders do not own a majority of the
outstanding capital stock of the entity surviving such merger or business
combination immediately following such transaction or (y) the acquisition of 20%
or more of the assets of the Grantor and its subsidiaries, taken as a whole.
8. Registration Rights.
(a) In the event that the Grantee shall desire to sell any of the
Shares within two years after the purchase of such Shares pursuant hereto, and
such sale requires, in the
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opinion of counsel to the Grantee, which opinion shall be reasonably
satisfactory to the Grantor and its counsel, registration of such Shares under
the Securities Act, the Grantor will cooperate with the Grantee and any
underwriters in registering such Shares for resale, including, without
limitation, promptly filing a registration statement which complies with the
requirements of applicable federal and state securities laws, entering into an
underwriting agreement with such underwriters upon such terms and conditions as
are customarily contained in underwriting agreements with respect to secondary
distributions; provided that the Grantor shall not be required to have declared
effective more than two registration statements hereunder and shall be entitled
to delay the filing or effectiveness of any registration statement for up to 120
days if the offering would, in the judgment of the Board of Directors of the
Grantor, require premature disclosure of any material corporate development or
otherwise interfere with or adversely affect any pending or proposed offering of
securities of the Grantor or any other material transaction involving the
Grantor.
(b) If the Common Stock is registered pursuant to the provisions of
this Section 8, the Grantor agrees (i) to furnish copies of the registration
statement and the prospectus relating to the Shares covered thereby in such
numbers as the Grantee may from time to time reasonably request and (ii) if any
event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep effective for at least 90 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
the Grantee such numbers of copies of the registration statement and prospectus
as amended or supplemented as may reasonably be requested. The Grantor shall
bear the cost of the registration, including, but not limited to, all
registration and filing fees, printing expenses, and fees and disbursements of
counsel and accountants for the Grantor, except that the Grantee shall pay the
fees and disbursements of its counsel, the underwriting fees and selling
commissions applicable to the shares of Common Stock sold by the Grantee. The
Grantor shall indemnify and hold harmless Grantee, its affiliates and its
officers, directors and controlling persons from and against any and all losses,
claims, damages, liabilities and expenses arising out of or based upon any
statements contained or incorporated by reference in, and omissions or alleged
omissions from, each registration statement filed pursuant to this paragraph;
provided, however, that this provision does not apply to any loss, liability,
claim, damage or expense to the extent it arises out of any untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Grantor by the Grantee, its affiliates and its officers
expressly for use in any registration statement (or any amendment thereto) or
any preliminary prospectus filed pursuant to this paragraph. The Grantor shall
also indemnify and hold harmless each underwriter and each person who controls
any underwriter within the meaning of either the Securities Act or the
Securities Exchange Act of 1934, as amended, against any and all losses, claims,
damages, liabilities and expenses arising out of or based upon any statements
contained or incorporated by reference in, and omissions or alleged omissions
from, each registration statement filed pursuant to this paragraph; provided,
however, that this provision does not apply to any loss, liability, claim,
damage or expense to the extent it arises out of any untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Grantor by the underwriters expressly for use in any
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registration statement (or any amendment thereto) or any preliminary prospectus
filed pursuant to this paragraph.
9. Profit Limitation.
(a) Notwithstanding any other provision of this Agreement, in no
event shall the Grantee's Total Profit (as hereinafter defined) exceed $65
million and, if it does exceed such amount, the Grantee, at its sole election,
shall, within five business days, either (a) deliver to the Grantor for
cancellation Shares (valued, for the purposes of this Section 9(a), at the
average closing sales price of the Common Stock on NASDAQ for the twenty
consecutive trading days preceding the day on which the Grantee's Total Profit
exceeds $65 million) previously purchased by the Grantee, (b) pay cash or other
consideration to the Grantor or (c) undertake any combination thereof, so that
the Grantee's Total Profit shall not exceed $65 million after taking into
account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the
aggregate amount (before taxes) of the following: (i) the amount of cash
received by the Grantee pursuant to Section 7.3(b) of the Merger Agreement and
Section 1(c) hereof, (ii)(x) the net cash amount received by the Grantee
pursuant to the Grantor's repurchase of Shares pursuant to Section 7 hereof,
less (y) the Grantee's purchase price for such Shares, and (iii)(x) the amount
received by the Grantee pursuant to the sale of Shares (or any other securities
into which such Shares are converted or exchanged), less (y) the Grantee's
purchase price for such Shares.
10. Expenses. Each party hereto shall pay its own expenses incurred in
connection with this Agreement, except as otherwise specifically provided
herein.
11. Specific Performance. The Grantor acknowledges that if the Grantor
fails to perform any of its obligations under this Agreement immediate and
irreparable harm or injury would be caused to the Grantee for which money
damages would not be an adequate remedy. In such event, the Grantor agrees that
the Grantee shall have the right, in addition to any other rights it may have,
to specific performance of this Agreement. Accordingly, if the Grantee should
institute an action or proceeding seeking specific enforcement of the provisions
hereof, the Grantor hereby waives the claim or defense that the Grantee has an
adequate remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. The Grantor
further agrees to waive any requirements for the securing or posting of any bond
in connection with obtaining any such equitable relief.
12. Notice. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
facsimile transmission, upon receipt of oral confirmation that such transmission
has been received, to the person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such
person:
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If to the Grantee:
Promus Hotel Corporation
755 Crossover Lane
Memphis, TN 38117
Attn: Raymond E. Schultz
Telecopy: (901) 374-5636
With a copy to:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Attn: John M. Newell, Esq.
Telecopy: (213) 891-8763
If to the Grantor:
Doubletree Corporation
North 44th Street, Suite 700
Phoenix, AZ 85008
Attn: Richard M. Kelleher
Telecopy: (602) 220-6753
With a copy to:
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019-6092
Attn: William J. Phillips, Esq.
Telecopy: (212) 295-6333
13. Parties in Interest. This Agreement shall inure to the benefit of
and be binding upon the parties named herein and their respective permitted
successors and assigns; provided, however, that such successor in interest or
assigns shall agree to be bound by the provisions of this Agreement. Except as
set forth in Section 8, nothing in this Agreement, express or implied, is
intended to confer upon any person other than the Grantor or the Grantee, or
their successors or assigns, any rights or remedies under or by reason of this
Agreement.
14. Entire Agreement; Amendments. This Agreement, together with the
Merger Agreement and the other documents referred to therein, contains the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but may be changed
only by an agreement in writing signed by the party against whom any waiver,
change, amendment, modification or discharge may be sought.
15. Assignment. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent of
the other party hereto, except that the Grantee may assign its rights and
obligations hereunder to any of its direct or
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indirect wholly owned subsidiaries, but no such transfer shall relieve the
Grantee of its obligations hereunder if such transferee does not perform such
obligations. Any assignment made in violation of this Section 15 shall be void.
16. Headings. The section headings herein are for convenience only and
shall not affect the construction of this Agreement.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
18. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware (regardless of the laws
that might otherwise govern under applicable Delaware principles of conflicts of
law).
19. Termination. The right to exercise the Option granted pursuant to
this Agreement shall terminate at the earlier of (i) the Effective Time (as
defined in the Merger Agreement), (ii) the date on which the Grantee realizes a
Total Profit of $65 million, (iii) the date on which the Merger Agreement is
terminated; provided that the Option is not exercisable at such time and does
not become exercisable simultaneous with such termination and (iv) 90 days after
the date the Option becomes exercisable (the date referred to in clause (iv)
being hereinafter referred to as the "Option Termination Date"); provided that,
if the Option cannot be exercised or the Shares cannot be delivered to the
Grantee upon such exercise because the conditions set forth in Section 2(a) or
Section 2(b) hereof have not yet been satisfied, the Option Termination Date
shall be extended until thirty days after such impediment to exercise has been
removed.
All representations and warranties contained in this Agreement shall
survive delivery of and payment for the Shares.
20. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
21. Public Announcement. The Grantee will consult with the Grantor and
the Grantor will consult with the Grantee before issuing any press release with
respect to the initial announcement of this Agreement, the Option or the
transactions contemplated hereby and neither party shall issue any such press
release prior to such consultation except as may be required by law.
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Signature Page for Stock Option Agreement (Promus)
IN WITNESS WHEREOF, the Grantee and the Grantor have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
DOUBLETREE CORPORATION
/s/ Richard M. Kelleher
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By: Richard M. Kelleher
Its: President and Chief Executive Officer
PROMUS HOTEL CORPORATION
/s/ Raymond E. Schultz
-------------------------------------------
By: Raymond E. Schultz
Its: President and Chief Executive Officer
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