Exhibit 99.6
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the ''Agreement'') is made and
entered into as of December 28, 1995, by and between Host Marriott Corporation
(''HM Corporate'') and Host Marriott Services Corporation (''HMSC''), HM
Corporate's wholly-owned subsidiary.
WHEREAS, the Board of Directors of Host Marriott has determined that it is
in the best interests of Host Marriott and the stockholders of Host Marriott to
separate the ''Development and Ownership Business'' (as defined in the
Distribution Agreement by and between Host Marriott and Services dated the date
hereof (the ''Services Distribution Agreement'')), from the ''Host Travel Plazas
Business'' (as defined in the Services Distribution Agreement), and, in order to
effect such separation, to transfer to Services the stock of certain Host
Marriott subsidiaries principally engaged in the Host/Travel Plazas Business and
certain other assets relating principally to the Host/Travel Plazas Business,
and thereafter to distribute all of the outstanding shares of common stock of
Services to the holders of Host Marriott common stock (the ''Services
Distribution'');
WHEREAS, as part of the Services Distribution, HM Corporate desires to
assign and HMSC desires to assume all rights and obligations of HM Corporate
under certain services agreements dated as of October 8, 1993, by and between HM
Corporate and Marriott International, Inc. which services are utilized
exclusively or primarily by HMSC;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this agreement, the parties hereby agree as follows:
1. Assignment and Assumption. Subject to the provisions of the Services
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Distribution Agreement (as any of such agreements may have been amended or
modified on or before the date hereof), HM Corporate hereby assigns and HMSC
hereby assumes all rights and obligations relating to the following services
agreements:
Corporate Services Agreement
Benefits Administration Agreement
Work & Family Life Agreement
A&C Services Agreement
Procurement Services Agreement
Supply Agreement
Subject to the provisions of the Services Distribution Agreement (as any of such
agreements may have been amended or modified on or before the date hereof), HM
Corporate shall retain all rights and obligations relating to the following
services agreements:
Casualty Claims Administration Agreement
Risk Management Consulting Agreement
Government Affairs Agreement
Corporate Relations Agreement
Corporate Jet Services Agreement
Tax Administration Agreement
Feasibility Services Agreement
2. Indemnity. With respect to the assumption of the foregoing
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agreements, the assignee agrees to indemnify, hold harmless and defend the
assignor from any or all losses, liabilities, obligations, damages, claims or
expenses (including, without limitation, reasonable attorneys' and accountants'
fees and disbursements) arising from such assumed agreement.
3. Governing Law. This Agreement shall be governed by the law of the
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State of Maryland without regard to conflict or choice of law rules which might
make the law of another jurisdiction apply. The parties expressly select
Maryland law to apply.
4. Entire Agreement. This Agreement represents the full and complete
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Agreement of the parties and cannot be modified except in writing executed by
both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
HOST MARRIOTT CORPORATION
By: /s/ X.X. Xxxxxxxx
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Its:
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HOST MARRIOTT SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Its:
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