Exhibit 10(37)
ASSIGNMENT AND ASSUMPTION OF MANAGER'S INTEREST
IN MANAGEMENT AGREEMENT
(GENERAL ELECTRIC PENSION TRUST)
THIS ASSIGNMENT AND ASSUMPTION OF MANAGER'S INTEREST IN MANAGEMENT
AGREEMENT (GENERAL ELECTRIC PENSION TRUST) (this "Assignment") is made and
entered into this 30th day of June, 1995, by and between EMBASSY SUITES, INC., a
Delaware corporation ("Assignor"), and PROMUS HOTELS, INC., a Delaware
corporation ("Assignee"), with reference to the following facts and
circumstances:
RECITALS
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A. Assignor is the manager of the Embassy Suites hotels listed on
Schedule A, attached hereto and made part hereof by this reference,
(collectively, the "Hotels") pursuant to those certain Management Agreements
listed on Schedule A hereto (the "Management Agreements") by and between
Assignor and the Limited Partnerships which own the Hotels, as listed on
Schedule A hereto (collectively, the "Owners").
B. Assignor is currently a wholly owned subsidiary of The Promus
Companies Incorporated ("Promus"), a publicly-traded New York stock exchange
listed company, and is the owner of the Embassy Suites hotel business.
C. Assignee is a direct, wholly owned subsidiary of Promus Hotel
Corporation ("Promus Hotels"), which is a wholly owned subsidiary of Assignor.
D. As described in that certain Proxy Statement filed with the
Securities and Exchange Commission and dated April 25, 1995, and as approved by
Promus' stockholders at The Promus Companies Incorporated Annual Meeting of
Stockholders held in Memphis, Tennessee on May 26, 1995, the stock of Promus
Hotels is being dividended to Promus' stockholders (the "Spinoff").
E. Prior to the Spinoff, the Embassy Suites hotel business will be
transferred to Assignee. After the Spinoff, Assignee will be a direct, wholly
owned subsidiary of Promus Hotels, a publicly-traded New York stock exchange
listed company, and will be the owner of the Embassy Suites hotel business. The
hotel management team of the Embassy Suites hotel business will become the hotel
management team of Assignee.
F. Assignee's financial statements will reflect significant
financial substance and include, among other assets, the assets of the Embassy
Suites hotel business.
G. Pursuant to that certain letter dated April 11, 1995, from
Assignor to Owners, Owners have consented to Assignor's transfer to Assignee of
all of its interest in the Management Agreements. Pursuant to the certain
letter dated May 4, 1995, Aetna Life Insurance Company, as the lender to the
Owners, has consented to said transfer and assignment to Assignee.
H. Assignor desires to assign all of its right, title and interest
in the Management Agreements to Assignee, and Assignee desires to accept such
assignment, all on the terms and conditions contained in this Assignment.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the parties hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Assignment, Acceptance and Consent. Assignor hereby assigns to
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Assignee all of its right, title and interest in the Management Agreements,
including, without limitation, Assignor's rights to any management fees,
reimbursements, or other amounts payable to Assignor under the Management
Agreements, and ceases to act as manager of Hotels. Assignee hereby accepts
such assignment, elects and agrees to become a substituted manager under the
Management Agreements, agrees to be bound by all the terms and provisions of the
Management Agreements, and assumes all of Assignor's obligations under the
Management Agreements required to be performed from and after the date first
above written. From and after the date first above written, Assignor shall have
no power or authority to take any action relating to the Hotels' management,
other than actions necessary or appropriate to effect the substitution of
Assignee as the manager and to carry out the provisions of this Assignment.
2. No Release of Assignor. Assignor hereby acknowledges and agrees
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that the transfer effected pursuant to this Assignment shall not release
Assignor from its obligations to Owners.
3. Notices. All notices or other communications provided for herein
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shall be in writing and may be personally served or sent by Federal Express or
other overnight courier, by telecopier or by postage prepaid Registered or
Certified Mail at the following addresses until such time as written notice, as
provided hereby, of a change of address with a new address to be used thereafter
is given the other party:
ASSIGNEE: Promus Hotels, Inc.
850 Ridge Lake Boulevard
Suite 400
Memphis, Tennessee 38120
Attention: Chief Financial Officer
Telecopier: (901) 680-7220
With a copy to the same address, Attention:
General Counsel
Telecopier: (901) 762-8695
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ASSIGNOR: Harrah's Operating Company, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
Attention: Chief Financial Officer
Telecopier: (901) 762-8695
With a copy to the same address, Attention:
General Counsel
Telecopier: (901) 537-3039
Notices shall be deemed given upon receipt.
4. Further Assurances. The parties each agree to execute such other
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documents and to perform such other acts as may be reasonably necessary or
appropriate to carry out the provisions of this Assignment. Without limiting
the generality of the foregoing provision, Assignor shall execute all such
documents and take all such actions as may be reasonably necessary or
appropriate to cause Assignee to be substituted in place of Assignor as the
manager under the Management Agreements.
5. Successors and Assigns. This Assignment shall be binding upon,
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enforceable by, and shall inure to the benefit of successors and assigns of each
of the parties.
6. Delivery. Assignor and Assignee have delivered a copy of this
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Assignment to Owners and to Aetna Life Insurance Company, as the lender to the
Owners.
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IN WITNESS WHEREOF, the parties have executed this Assignment on the
date first above written.
Assignor: EMBASSY SUITES, INC., a Delaware corporation
By: __________________________________
Name: ____________________________
Title: _____________________________
Assignee: PROMUS HOTELS, INC., a Delaware corporation
By: __________________________________
Name: ____________________________
Title: _____________________________
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SCHEDULE A
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Management Agreements
by and between
Hotel Owner
and Embassy Suites, Inc.
Date of
Hotel Owner Location of Hotel Agreement
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EPT San Antonio 7750 Briaridge December 12, 1986
Limited Partnership San Antonio, TX
EPT Kansas City 220 West 43rd Street December 10, 1986
Limited Partnership Kansas City, MO
EPT Bloomington 2800 West 80th Street December 12, 1986
Limited Partnership Bloomington, MN
EPT Austin 5901 North IH-35 December 12, 1986
Limited Partnership Austin, TX
EPT Covina 1211 East Garvey Street December 12, 1986
Limited Partnership Covina, CA
EPT Omaha 7270 Cedar Street December 12, 1986
Limited Partnership Omaha, NE
EPT Meadowlands 455 Plaza Drive December 15, 1988
Limited Partnership Secaucus, NJ
EPT Atlanta-Perimeter 1030 Crown Pointe Parkway December 15, 1987
Center Atlanta, GA
Limited Partnership
EPT Raleigh 4700 Creedmoor Road December 15, 1987
Limited Partnership Raleigh, NC
EPT Overland Park 10601 Metcalf Road December 15, 1987
Limited Partnership Overland Park, KS
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