EX-10(15)
RISK MANAGEMENT ALLOCATION AGREEMENT
AGREEMENT between The Promus Companies Incorporated, a Delaware corporation
("Promus"), to be known as Harrah's Entertainment, Inc. after the Distribution
(as hereinafter defined), and Promus Hotel Corporation, a Delaware corporation
and an indirect wholly-owned subsidiary of Promus ("PRH").
RECITALS
WHEREAS, subject to certain conditions, Promus intends to spin off its
hotel business by distributing all of the outstanding shares of common stock of
PRH to the holders of Promus common stock (the "Distribution");
WHEREAS, in connection with the Distribution, Promus and PRH have entered
into a Distribution Agreement (the "Distribution Agreement") setting forth the
principal corporate transactions required to effect the Distribution and setting
forth the agreements that will govern certain matters following the
Distribution; and
WHEREAS, pursuant to the aforesaid Distribution Agreement, Promus and PRH
have agreed to enter into an agreement allocating responsibilities with respect
to risk management matters pursuant to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. General. As used in this Agreement, the following terms
shall have the following meanings:
Claim: Any demand for payment with respect to an injury, loss, liability,
damage or expense arising out of insured or insurable occurrences or events
under one or more of the Policies, the Excess Policies or Self Insurance
Programs, including any IBNR Losses for which a demand for payment is
subsequently made.
Claims Administration: The processing of Claims including the reporting of
Claims to the insurance carrier, management and defense of Claims and providing
for appropriate releases upon settlement of Claims.
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Distribution Date: The date determined by the Promus Board as the date on
which the Distribution shall be effected.
Excess Policies: The insurance policies described in Section 3.03 of this
Agreement.
IBNR Losses: "Incurred but not reported" losses for which reserves are
routinely established.
Insurance Administration: With respect to each Policy (including Self
Insurance Programs) and Excess Policy, the accounting for premiums,
retrospectively rated premiums, defense costs, adjuster's fees, indemnity
payments, deductibles and retentions as appropriate under the terms and
conditions of each of the Policies; and the reporting to excess insurance
carriers of any losses or claims in accordance with Policy provisions, and the
distribution of Insurance Proceeds as contemplated by this Agreement.
Insurance Proceeds: Those moneys (i) received by an insured from an
insurance carrier or (ii) paid by an insurance carrier on behalf of the insured,
in either case net of any applicable premium adjustment, retrospectively-rated
premium, deductible, retention, cost or reserve paid or held by or for the
benefit of such insured.
Policies: Insurance policies and insurance contracts of any kind relating
to the PRH Business or the Retained Business as conducted prior to the
Distribution Date, including without limitation primary and excess policies,
comprehensive general liability policies, automobile, aircraft and workers'
compensation insurance policies, state workers' compensation funds in Ohio and
Washington, and self-insurance and captive insurance company arrangements,
including any "fronted policies" with respect to Self Insurance Programs,
together with the rights, benefits and privileges thereunder.
Post-Distribution Claims: Claims asserted against the PRH Group or the
Promus Group with respect to any injury, loss, liability, damage or expense
incurred after the Distribution Date.
PRH Claims: Claims arising in or in connection with the PRH Business.
PRH Policies: All Policies, current or past, which are owned by or on
behalf of Promus or any of its Affiliates or predecessors, which relate to the
PRH Business but do not relate to the Casino Business, and which Policies are
either maintained by PRH or assignable to PRH.
PRH Reserve: The reserve described in Section 3.01 of this Agreement.
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Promus Claims: Claims arising in or in connection with the Retained
Business.
Self Insurance Programs: Those self-insured programs administered by
Promus for the benefit of its employees, properties and operating businesses
covering Claims arising prior to the Distribution Date, including without
limitation prospective funding of (a) workers' compensation claims with the
approval of state self-insurance departments, (b) claims within the deductible
of an insurance policy (including property, workers' compensation, general
liability, automobile liability policies), and (c) reinsurance of an insurance
company insuring Promus for property, workers' compensation, general liability,
or automobile liability.
Shared Policies: All Policies, current or past, which are owned or
maintained by or on behalf of Promus or any of its Subsidiaries or their
respective predecessors which relate to both the Casino Business and the PRH
Business, and all other Policies not constituting PRH Policies or Retained
Policies.
Section 1.02. Other Terms. Any capitalized terms used herein but not
defined herein shall have the meaning set forth in the Distribution Agreement.
ARTICLE II
THE DISTRIBUTION
Section 2.01. Effective Date. This Agreement shall be effective on the
Distribution Date and shall expire five (5) years thereafter, unless sooner
terminated as provided herein.
Section 2.02. Post-Distribution Claims. Effective at 12:01 a.m. on the
day following the Distribution Date, Promus and PRH will have separate risk
management programs for the negotiation and execution of insurance contracts,
risk identification and treatment, risk control, claims management, and risk
retention and financing. With the exception of Claims under the Excess
Policies, which will be handled as described in Section 3.03 of this Agreement,
Promus shall be solely responsible for the administration and payment of Post-
Distribution Claims relating to the Retained Business, and PRH shall be solely
responsible for the administration and payment of Post-Distribution Claims
relating to the PRH Business.
Section 2.03. Pre-Distribution Claims. The PRH Liabilities as defined in
the Distribution Agreement shall include any and all PRH Claims asserted
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against the PRH Group or the Promus Group and which were incurred or claimed to
have been incurred on or prior to the Distribution Date. The Retained
Liabilities as defined in the Distribution Agreement shall include any and all
Promus Claims asserted against the PRH Group or the Promus Group and which were
incurred or claimed to have been incurred on or prior to the Distribution Date.
ARTICLE III
INSURANCE POLICIES AND RESERVES
Section 3.01. Reserves.
(a) PRH shall be entitled to reserves recorded by Promus or its
captive insurance company, Aster Insurance Ltd., with respect to the PRH Claims
(the "PRH Reserve") in accordance with the terms and conditions of this
Agreement. The amount of the PRH Reserve shall be determined by allocating a
portion of Promus's reserve for insured losses (including losses insured under
Self Insurance Programs) in the following manner: As soon as is reasonably
practicable after the Distribution Date, PRH Claims which were incurred or
claimed to be incurred prior to the Distribution Date (including an estimate of
PRH Claims incurred but not reported) shall be valued by Becher + Carlson,
Promus's actuary, as of the Distribution Date. The parties will instruct Becher
Carlson to value the PRH Claims using the same or similar methods used in
previous valuations of the Claims and without regard to the value of the Promus
Claims. PRH Claims shall be paid from the PRH Reserve in the manner provided in
this Agreement. Promus's liability for PRH Claims shall be limited to the
amount of the PRH Reserve.
(b) Promus shall be entitled to any reserves established by Promus or
any of its Subsidiaries with respect to the Retained Liabilities, or the benefit
of reserves held by any insurance carrier with respect to the PRH Liabilities or
the Retained Liabilities, subject to the rights of PRH to the PRH Reserve as
provided herein.
Section 3.02. Insurance Policies and Rights Included Within the PRH
Assets. The PRH Assets as defined in the Distribution Agreement shall include
(a) any and all rights of an insured party under each of the Shared Policies,
specifically including rights of indemnity and the right to be defended by or at
the expense of the insurer, with respect to all injuries, losses, liabilities,
damages and expenses incurred or claimed to have been incurred on
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or prior to the Distribution Date by any party in or in connection with the
conduct of the PRH Business or, to the extent any claim is made against PRH or
any of its Subsidiaries, the Retained Business, and which injuries, losses,
liabilities, damages and expenses may arise out of insured or insurable
occurrences or events under one or more of the Shared Policies; provided,
however, that nothing in this clause shall be deemed to constitute (or to
reflect) the assignment of the Shared Policies, or any of them, to PRH and
provided, further, that the foregoing shall not limit the generality of the
definition of the PRH Assets set forth in Section 1.01 of the Distribution
Agreement or the effect of Section 2.02 thereof; and (b) the PRH Policies.
Section 3.03. Excess Liability Policies.
(a) After the Distribution, Promus shall provide continued coverage
for PRH Claims under the following excess liability insurance policies (the
"Excess Policies") until the expiration of the Excess Policies on June 1, 1997,
or such later date as may be agreed by the parties:
- The X. L. Insurance Company Ltd. policy number UMB01565, with a
limit of liability of $50 million per occurrence, $100 million
annual aggregate, and attaching at $100 million.
- The ACE Limited policy number PRMU750/4, with a limit of
liability of $150 million and attaching at $150 million.
Forty-seven percent (47%) of the additional premiums, if any, for such coverage
shall be reimbursed by PRH within 10 business days of the Distribution Date or
any policy renewal date.
(b) In the event either party hereto makes a Claim which results in a
reduction of the policy limits of one or both of the Excess Policies, the party
making such Claim shall be required to reinstate the original policy limit of
any affected Excess Policy at its sole cost, unless otherwise agreed by the
other party. Each party agrees to be reasonable if requested to waive the
foregoing requirement, taking into account the remaining term of the affected
Excess Policy, the cost of reinstatement and the availability of alternative
insurance coverage.
Section 3.04. Treatment of Claims Against PRH Reserve.
(a) If any person, corporation, firm or entity shall assert a claim against
PRH or any PRH Subsidiary with respect to any injury, loss, liability, damage or
expense incurred or claimed to have been incurred on or prior to the
Distribution Date in or in connection with the conduct of the PRH Business or,
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to the extent any claim is made against PRH or any of its Subsidiaries, the
Retained Business, and which injury, loss, liability, damage or expense may
arise out of insured or insurable occurrences or events under a Self Insurance
Program or otherwise be chargeable to the PRH Reserve, PRH shall be entitled to
payment of such Claim and related expenses from the PRH Reserve in the manner
described in this Section 3.04. Promus shall make available an imprest bank
account for use by PRH or its agent (including, without limitation, its third
party administrator) in paying PRH Claims. PRH or its agent shall submit
documentation to Promus on a monthly basis detailing payments made from the
imprest bank account during the preceding month for PRH Claims and requesting
replenishment of the account in like amount. The requests for replenishment
shall be accompanied by reasonable supporting documentation. Promus shall
replenish the imprest bank account in accordance with procedures and
requirements contained in existing contractual arrangements among Promus,
Promus's third party administrator (which is also PRH's third party
administrator) and Old Republic Insurance Company, or in such other manner as
the parties may from time to time agree. The amount of the PRH Reserve shall be
reduced by the amount of any payment made by Promus of the PRH Claims, whether
by funding the imprest bank account or otherwise. The obligation of Promus to
fund the imprest bank account or to otherwise pay PRH Claims at any time shall
be limited to the balance remaining in the PRH Reserve after reductions to such
reserve as provided herein.
(b) Upon the expiration or earlier termination of this Agreement, Promus
will pay to PRH the cash equivalent of the balance, if any, then remaining in
the PRH Reserve.
Section 3.05. Treatment of Claims Under the Shared Polices and the Excess
Policies. If any person, corporation, firm or entity shall assert a claim
against PRH or any PRH Subsidiary with respect to any injury, loss, liability,
damage or expense incurred or claimed to have been incurred on or prior to the
Distribution Date in or in connection with the conduct of the PRH Business or,
to the extent any claim is made against PRH or any of its Subsidiaries, the
Retained Business, and which injury, loss, liability, damage or expense may
arise out of insured or insurable occurrences or events under one or more of the
Shared Policies or the Excess Policies, Promus shall at the time such claim is
asserted be deemed to assign, without need of further documentation, to PRH any
and all rights of an insured party under the applicable Shared Policy or Excess
Policy with respect to such asserted claim,
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specifically including rights of indemnity and the right to be defended by or at
the expense of the insurer; provided, however, that nothing in this sentence
shall be deemed to constitute (or to reflect) the assignment of the Shared
Policies or the Excess Policies, or any of them, to PRH.
ARTICLE IV
ADMINISTRATION
Section 4.01. Administration. Notwithstanding the provisions of Article
III of the Distribution Agreement, but subject to any contrary provisions of
this Agreement, from and after the Distribution Date: (a) Promus shall be
responsible for (i) the Insurance Administration of the Shared Policies and the
Excess Policies and (ii) Claims Administration with respect to the Promus
Claims; provided, that the administration of the Shared Policies and the Excess
Policies by Promus is in no way intended to limit, inhibit, or preclude any
right to insurance coverage for any Claim of a named insured under the Shared
Policies and the Excess Policies, including but not limited to PRH and any of
its operations, subsidiaries and Affiliates; and (b) PRH shall be responsible
for (i) the Insurance Administration of the PRH Policies, and (ii) Claims
Administration with respect to the PRH Claims.
Section 4.02 Insurance Premiums. Except as otherwise provided in this
Agreement, (a) PRH shall pay that portion of the premiums (retrospectively-rated
or otherwise) with respect to Shared Policies and the Excess Policies as are
attributable to the PRH Liabilities, and (b) Promus shall pay that portion of
the premiums (retrospectively-rated or otherwise) with respect to Shared
Policies and the Excess Policies as are attributable to the PRH Liabilities.
Each party shall have the right but not the obligation to pay the entire premium
required under the terms and conditions of any of the respective Policies to the
extent the other party does not pay its proportionate share thereof and to be
reimbursed by the non-paying party for the portion of the premium attributable
to the Liabilities of such party.
Section 4.03 Allocation of Insurance Proceeds. Insurance Proceeds
received with respect to claims, costs and expenses under the Policies shall be
paid to PRH with respect to the PRH Liabilities and to Promus with respect to
the Retained Liabilities. Payment of the allocable portions of indemnity costs
of Insurance Proceeds resulting from the liability policies will be made to the
appropriate party upon receipt from the insurance carrier. In the event that
the aggregate limits on any Shared Policies or Excess Policies are
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exceeded, the parties agree to provide an equitable allocation of Insurance
Proceeds received after the Distribution Date based upon their respective bona
fide claims. The parties agree to use their best efforts to cooperate with
respect to insurance matters.
Section 4.04. Agreement for Waiver of Conflict and Shared Defense. In the
event that Claims of both PRH and Promus exist relating to the same occurrence,
PRH and Promus agree to jointly defend and to waive any conflict of interest
necessary to the conduct of that joint defense. Nothing in this paragraph shall
be construed to limit or otherwise alter in any way the indemnity obligations of
the parties to this Agreement, including those created by this Agreement, the
Distribution Agreement, by operation of law or otherwise.
Section 4.05. Surety Bonds and Letters of Credit. Promus or its
Subsidiaries have posted surety bonds to secure obligations for self-insured
workers' compensation losses as required by various state insurance departments
(the "Surety Bonds") and the letters of credit to insurance companies that front
Promus's workers' compensation, general and automobile liability insurance
("LOCs"). PRH shall replace all Surety Bonds and LOC's relating to the PRH
Business within three (3) months after the Distribution Date. Promus shall keep
any such Surety Bonds and LOCs in place after the Distribution to secure
obligations relating to periods preceding the Distribution Date until their
replacement by PRH or until three (3) months after the Distribution Date,
whichever first occurs, provided, that PRH shall be responsible for payment of
all obligations secured by the Surety Bonds and LOCs constituting PRH
Liabilities (and shall reimburse Promus for any payment made directly by Promus
with respect to such PRH Liabilities), and Promus shall be responsible for all
such obligations constituting Retained Liabilities (and shall reimburse PRH for
any payments made directly by PRH on behalf of such Retained Liabilities),
consistent with the allocations of PRH Liabilities and Retained Liabilities set
forth in the Distribution Agreement. PRH will be responsible for the cost of
any Surety Bonds and LOCs outstanding after the Distribution Date that relate to
the PRH Business.
Section 4.06. Expenses. Except as otherwise provided herein, each party
will bear the cost of its performance of this Agreement. In the event that
Promus should incur any material cost or expense in connection with the PRH
Claims or any of them or as a result of providing services hereunder relating to
the PRH Claims, which cost or expense was not contemplated at the
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time this Agreement was executed, PRH agrees to reimburse Promus for the
reasonable amount of such cost or expense upon presentation of appropriate
supporting documentation. Promus and PRH each agree to negotiate in good faith
to resolve any disagreement concerning whether a cost or expense is reimbursable
under this Section 4.06 or whether the amount thereof is reasonable.
Section 4.07. Third Party Administrator. PRH has retained Alexsis, Inc.
to serve as its third party administrator with respect to the PRH Claims and the
Post-Distribution Claims relating to the PRH Business. PRH agrees not to change
third party administrators without the prior written consent of Promus, which
consent shall not be unreasonably withheld.
ARTICLE V
INDEMNIFICATION
Section 5.01. Indemnification of Promus. Except as otherwise expressly
set forth herein, Promus shall indemnify, defend and hold harmless PRH and each
of the PRH Subsidiaries, and each of their respective directors, officers,
employees, agents and Affiliates and each of the heirs, executors, successors
and assigns of any of the foregoing (the "PRH Indemnitees") from and against the
Promus Claims and any and all losses, Liabilities and damages, including,
without limitation, the costs and expenses of any and all Actions, threatened
Actions, demands, assessments, judgments, settlements and compromises relating
thereto and attorneys' fees and any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any such Actions or
threatened Actions ("Indemnifiable Losses") of the PRH Indemnitees arising out
of or due to the failure or alleged failure of Promus or any of its Affiliates
to pay, perform or otherwise discharge in due course any of the Promus Claims.
Section 5.02. Indemnification by PRH. Except as otherwise expressly set
forth herein, PRH shall indemnify, defend and hold harmless Promus and each of
the Retained Subsidiaries, and each of their directors, officers, employees,
agents and Affiliates and each of the heirs, executors, successors and assigns
of any of the foregoing (the "Promus Indemnitees") from and against the PRH
Claims and any and all losses, Liabilities, damages, including, without
limitation, the costs and expenses of any and all Actions, threatened Actions,
demands, assessments, judgments, settlements and compromises relating thereto
and attorneys' fees and any and all expenses whatsoever reasonably incurred in
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investigation, preparing or defending against any such Actions or threatened
Actions ("Indemnifiable Losses") of the Promus Indemnitees arising out of or due
to the failure or alleged failure of PRH or any of its Affiliates to pay,
perform or otherwise discharge in due course any of the PRH Claims.
Section 5.03. Insurance Proceeds. The amount which any party (an
"Indemnifying Party") is or may be required to pay to any other Person (an
"Indemnitee") pursuant to Section 5.01 or Section 5.02 shall be reduced
(including, without limitation, retroactively) by any Insurance Proceeds or
other amounts actually recovered by or on behalf of such Indemnitee in reduction
of the related Indemnifiable Loss. If an Indemnitee shall have received the
payment required by this Agreement from an Indemnifying Party in respect of an
Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds,
or other amounts in respect of such Indemnifiable Loss as specified above, then
such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount
of such Insurance Proceeds or other amounts actually received.
Section 5.04. Procedure for Indemnification. The procedure for
indemnification under this Agreement shall be the same as that set forth in the
Distribution Agreement.
ARTICLE VI
DEFAULT
Section 6.01. Events of Default. It shall be an Event of Default
hereunder if either party:
(a) fails to perform any covenant, warranty or agreement under this
Agreement, and such breach continues for more than 30 days after receipt of
written notice thereof; or
(b) (i) either party generally fails to pay its debts as they become due;
(ii) either party becomes insolvent or makes an assignment for the benefit of
creditors; (iii) a receiver, trust conservator or liquidator of either party, or
of all or any substantial part of its assets, is appointed with or without the
application or consent of the other party and is not contested or, if contested,
not dismissed with 90 days; or (iv) a petition is filed by or against either
party requesting the entry of an order for relief under the Bankruptcy Code or
any amendment thereto, or under any other state
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or federal insolvency law or laws providing for the relief of debtors and is
acquiesced to or, if contested, is not dismissed within 90 days.
Section 6.02. Remedies.
(a) If any Event of Default shall occur with respect to Promus, PRH shall
have the right, in addition to all other rights and remedies available to it, to
terminate this Agreement with respect to future rights and obligations without
any liability to PRH for such termination, and Promus shall pay to PRH the then-
remaining balance in the PRH Reserve.
(b) If any Event of Default shall occur with respect to PRH, Promus shall
have the right, in addition to all other rights and remedies available to it, to
terminate this Agreement with respect to future rights and obligations without
any liability to Promus for such termination, except for the obligation of
Promus to pay to PRH the then-remaining balance in the PRH Reserve as provided
in Section 3.04(b) of this Agreement.
(c) Neither party shall be liable to the other for consequential
damages.
(d) Except as expressly set forth herein, nothing shall limit the
rights and remedies of the parties hereto at law or in equity.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Relationship of Parties. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship set forth herein.
Section 7.02. Access to Information; Cooperation. Promus and PRH and
their authorized agents will be given reasonable access to and may take copies
of all information relating to the subjects of this Agreement (to the extent
permitted by federal and state confidentiality laws) in the custody of the other
party, including any agent, contractor, subcontractor, agent or any other person
or entity under the contract of such party, including the risk management
information system ("RMIS"), claims management system of any third party
administrator. and any other information relating to PRH Claims. The parties
will cooperate with each other to minimize the disruption caused by any such
access and providing of information.
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Section 7.03. Arbitration of Disputes.
(a) Any controversy or claim arising out of this Agreement, or any breach
of this Agreement, shall be settled by arbitration in accordance with the Rules
of the American Arbitration Association then in effect, as modified by this
Section 7.03 or by the further agreement of the parties.
(b) Such arbitration shall be conducted in Memphis, Tennessee.
(c) Any judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. The arbitrators shall not,
under any circumstances, have any authority to award punitive, exemplary or
similar damages, and may not, in any event, make any ruling, finding or award
that does not conform to the terms and conditions of this Agreement.
(d) Nothing contained in this Section 7.03 shall limit or restrict in
any way the right or power of a party at any time to seek injunctive relief in
any court and to litigate the issues relevant to such request for injunctive
relief before such court (i) to restrain the other party from breaching this
Agreement or (ii) for specific enforcement of this Section 7.03. The parties
agree that any legal remedy available to a party with respect to a breach of
this Section 7.03 will not be adequate and that, in addition to all other legal
remedies, each party is entitled to an order specifically enforcing this Section
7.03.
(e) The parties hereby consent to the jurisdiction of the federal
courts located in Memphis, Tennessee for all purposes.
(f) Neither party nor the arbitrators may disclose the existence or
results of any arbitration under this Agreement or any evidence presented during
the course of the arbitration without the prior written consent of both parties,
except as required to fulfill applicable disclosure and reporting obligations,
or as otherwise required by law.
(g) Each party shall bear its own costs incurred in the arbitration.
If either party refuses to submit to arbitration any dispute required to be
submitted to arbitration pursuant to this Section 7.03, and instead commences
any other proceeding, including, without limitation, litigation, then the party
who seeks enforcement of the obligation to arbitrate shall be entitled to its
attorneys' fees and costs incurred in any such proceeding.
Section 7.04. Assignment. Neither party shall, without the prior written
consent of the other, have the right to assign any rights or delegate any
obligations under this Agreement.
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Section 7.05. Parties Bound. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns. Nothing herein, expressed or implied, shall be construed to
give any other person any legal or equitable rights hereunder.
Section 7.06. Notices. All notices, consents, approvals and other
communications given or made pursuant hereto shall be in writing and shall be
deemed to have been duly given when delivered personally or by overnight courier
or three days after being mailed by registered or certified mail (postage
prepaid, return receipt requested) to the named representatives of the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice, except that notices of changes of address shall be
effective upon receipt):
(a) if to Promus
Harrah's Entertainment, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
Attention: Corporate Secretary
(b) if to PRH
Promus Hotel Corporation
6800 Poplar Avenue, Suite 200
Memphis, Tennessee 38138
Attention: Corporate Secretary
Section 7.07. Further Action. PRH and Promus each shall cooperate in good
faith and take such steps and execute such papers as may be reasonably requested
by the other party to implement the terms and provisions of this Agreement.
Section 7.08. Waiver. PRH and Promus each agree that the waiver of any
default under any term or condition of this Agreement shall not constitute a
waiver of any subsequent default or nullify the effectiveness of that term or
condition.
Section 7.09. Governing Law. All controversies and disputes arising out
of or under this Agreement shall be determined pursuant to the laws of the State
of Tennessee.
Section 7.10. Entire Agreement. This Agreement and the Distribution
Agreement constitute the entire understanding between the parties hereto, and
supersede all prior written or oral communications, relating to the subject
matter covered by said agreements. No amendment, modification, extension or
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failure to enforce any condition of this Agreement by either party shall be
deemed a waiver of any of its rights herein. This Agreement shall not be
amended except by a writing executed by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of this
30th day of June, 1995.
THE PROMUS COMPANIES INCORPORATED,
a Delaware corporation
By: CHARLES A. LEDSINGER, JR.
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Name: Charles A. Ledsinger, Jr.
Title: Senior Vice President
PROMUS HOTEL CORPORATION, a
Delaware corporation
By: DONALD H. DEMPSEY
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Name: Donald H. Dempsey
Title: SVP-CFO
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