Exhibit (c)(4)
ASSIGNMENT
Reference is made to the Acquisition Agreement dated as of February
17, 1997 between Marriott International, Inc. ("Parent") and Renaissance Hotel
Group N.V. (as amended from time to time, the "Acquisition Agreement") and the
Shareholder Agreement (as amended from time to time, the "Shareholder
Agreement") dated as of February 17, 1997 between Parent and Diamant Hotel
Investments N.V.
Parent may assign its rights and delegate its obligations under the
Acquisition Agreement pursuant to Section 8.4 thereof and Parent may assign its
rights and delegate its obligations under the Shareholder Agreement pursuant to
Section 12(d) thereof; provided, however, that such assignment and delegation
shall not relieve Parent of its obligations under either such agreement.
Parent has formed Marriott RHG Acquisition B.V., a Netherlands private
limited liability company (the "Acquisition Sub"). Acquisition Sub is an
indirect wholly-owned subsidiary of Parent.
Parent hereby assigns its rights and delegates its obligations under
the Acquisition Agreement and the Shareholder Agreement to the Acquisition Sub,
provided that this assignment and delegation shall not relieve Parent of its
obligations under the Acquisition Agreement or the Shareholder Agreement. The
Acquisition Sub hereby accepts such rights and assumes and agrees to become
liable for and to perform all of such obligations.
IN WITNESS WHEREOF, the parties have caused
this Assignment to be executed as of this 12th day of March, 1997.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx
Title: Executive Vice President and
President-Marriott Service Group
MARRIOTT RHG ACQUISITION B.V.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Title: Executive Director
