EXHIBIT 10(11)
Tranche B Assignment and Assumption Agreement
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT, dated as of June 30,
1995 (the "Agreement"), among EMBASSY SUITES, INC., a Delaware corporation
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("Embassy Suites"), PROMUS HOTELS, INC., a Delaware corporation (the "Hotel
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Inc."), THE PROMUS COMPANIES INCORPORATED, a Delaware corporation ("Promus Co.")
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and NATIONSBANK, N.A. (CAROLINAS), in its capacity as Agent under the Credit
Agreement hereinafter described.
Embassy Suites and Promus Co. have agreed to transfer to Hotel Inc. certain
hotel related assets and liabilities in contemplation of the Reorganization and
the Distribution. In consideration therefor, the parties hereto agree as
follows:
SECTION A. Definitions. Terms capitalized but not defined herein shall
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have the meanings assigned thereto in that certain Tranche B Credit Agreement
dated as of June 7, 1995 (the "Credit Agreement") among Embassy Suites, as
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initial borrower, certain subsidiaries and related parties as guarantors, the
Lenders party thereto and the Agent.
SECTION B. Assignment and Assumption. Effective as of the date hereof,
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Embassy Suites hereby irrevocably and unconditionally assigns to Hotel Inc. all
of its rights as "Borrower" under the Credit Agreement. Effective as of the
date hereof, Hotel Inc. hereby irrevocably and unconditionally (i) assumes from
Embassy Suites all of Embassy Suites' obligations and liabilities under the
Credit Agreement and any other Credit Document to which Embassy Suites is a
party, (ii) agrees with the Agent and the Lenders to be bound by all of the
terms and conditions of the Credit Agreement and to perform all of the
obligations and discharge all of the liabilities of the Borrower existing at or
accrued prior to the date hereof or hereafter arising under the Credit Agreement
and (iii) ratifies, and agrees to be bound by, (A) the representations and
warranties set forth in Section 6 of the Credit Agreement and (B) all of the
affirmative and negative covenants set forth in Sections 7 and 8 of the Credit
Agreement. Without limiting the generality of the foregoing terms of this
Section 2, Hotel Inc. hereby promises to pay to each Lender the principal
balance of, and accrued interest on, each Loan outstanding (and to pay all other
Obligations) at, or advanced on or after, the date hereof.
SECTION C. Release. The Agent, acting on behalf of the Lenders, hereby
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fully and unconditionally releases and forever discharges (i) Embassy Suites as
of the date hereof from any and all liabilities, claims, charges, choses in
actions, causes of action, damages, and other obligations, in each case whether
known or unknown, absolute or contingent, at law or in equity, now existing or
hereafter arising and whether arising under contract, by operation of law or
otherwise (collectively, "Claims") arising under and relating to the Credit
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Agreement or any other Credit Document to which it is a party and (ii) Promus
Co. from any Claims arising under or relating to its guaranty obligations
relating thereto under or relating to the Credit Agreement or any other Credit
Document to which it is a party.
SECTION D. References in the Credit Documents. From and after the
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Effective Date of Assignment, (a) Hotel Inc. shall have succeeded Embassy Suites
as the "Borrower" under the Credit Agreement, and all references to the
"Borrower" in the Credit Agreement shall refer to Hotel Inc. and not to Embassy
Suites and (b) all references to the "Credit Agreement" in any Credit Documents
shall refer to the Credit Agreement, as amended and modified by this Agreement.
Except as expressly amended and modified by this Agreement, all of the terms and
provisions of the Credit Agreement shall remain in full force and effect.
SECTION E. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
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OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
SECTION F. WAIVER OF JURY TRIAL. EACH OF THE AGENT, THE LENDERS, EMBASSY
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SUITES AND HOTEL INC. HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION G. Successors and Assignees. Subject to the terms of Section 11.4
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of the Credit Agreement, this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of Embassy Suites, Hotel Inc.,
the Agent and each of the Lenders.
SECTION H. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
EMBASSY SUITES, INC.
By:___________________________
William S. McCalmont
Vice President and Treasurer
PROMUS HOTELS, INC.
By:___________________________
Carol G. Champion
Vice President and Treasurer
THE PROMUS COMPANIES INCORPORATED
By:___________________________
Carol G. Champion
Vice President and Treasurer
NATIONSBANK, N.A. (CAROLINAS),
as Agent as aforesaid for
the Lenders
By____________________________
J.E. Ball
Senior Vice President
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