EXHIBIT 3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is made
as of December ___, 1997 by and between Doubletree Corporation, a Delaware
corporation ("Doubletree") and Parent Holding Corp., a Delaware corporation
("New Promus"), with reference to the following:
WHEREAS, pursuant to that certain Securities Purchase Agreement
dated as of October 31, 1996 by and between Doubletree and the Trustees of the
General Electric Pension Trust, a New York common law trust ("GEPT"), on
November 8, 1996, Doubletree issued to PT Investments Inc., a Delaware
corporation and an affiliate of GEPT, warrants to purchase an aggregate of
262,753 shares of Doubletree Common Stock (the "GEPT Warrant"); and
WHEREAS, on December 16, 1996, PT Investments Inc. filed an
amendment to its Certificate of Incorporation with the Secretary of State of the
State of Delaware, changing its name to "DTPT Investment Corporation ("DTPT");
and
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated
as of September 1, 1997 among Doubletree, Promus Hotel Corporation, a Delaware
corporation ("Promus") and New Promus (the "Merger Agreement"), the parties to
the Merger Agreement have agreed that at the Effective Time (as defined in the
Merger Agreement), New Promus shall assume all obligations of Doubletree under
the GEPT Warrant, and the holder of the GEPT Warrant thereafter shall have the
right to acquire shares of common stock, par value $.01 per share, of New Promus
("New Promus Common Stock") under the terms set forth herein; and
WHEREAS, New Promus wishes to assume all of Doubletree's obligations
under the GEPT Warrant and any of Doubletree's rights related thereto or arising
therefrom:
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. ASSUMPTION OF OBLIGATIONS. Effective as of the date hereof, New
Promus hereby assumes all of Doubletree's obligations under the GEPT Warrant,
from and after the Effective Date in the place and stead of Doubletree and
agrees to be bound by the terms of the GEPT Warrant and by all of Doubletree's
obligations thereunder.
ASSIGNMENT OF RIGHTS (IF ANY). Doubletree hereby assigns and
transfers to New Promus, its successors, and its assigns, effective as of the
date hereof, any and all of Doubletree's rights under the GEPT Warrant, whether
now existing or hereafter arising.
Page 74 of 94 Pages
TERMS OF THE GEPT WARRANT. Pursuant Section 5.23 of the Merger
Agreement, and in accordance with Section 1D of the GEPT Warrant, from and after
the Effective Time, the holder of the GEPT Warrant shall have the right to
acquire, on the same pricing and payment terms and conditions as were applicable
under the GEPT Warrant immediately prior to the Effective Time, as the same may
be adjusted hereafter pursuant to the terms of the GEPT Warrant, the same number
of shares of New Promus Common Stock as the holder of the GEPT Warrant would
have been entitled to receive pursuant to the Doubletree Merger (as defined in
the Merger Agreement) had such holder exercised the GEPT Warrant in full
immediately prior to the Effective Time (rounded downward to the nearest whole
number), at the price per share (rounded down to the nearest whole cent) equal
to (a) the aggregate exercise price for the shares of Doubletree Common Stock
purchasable pursuant to the GEPT Warrant immediately prior to the Effective Time
divided by (b) the number of full shares of New Promus Common Stock deemed
purchasable pursuant to the GEPT Warrant in accordance with the foregoing, it
being understood that, as of the Effective Date, the GEPT Warrant shall, after
giving effect to this Agreement, evidence the right to purchase an aggregate of
262,753 shares of New Promus Common Stock subject to adjustment hereafter as set
forth in the GEPT Warrant.
NOTICE TO HOLDER OF GEPT WARRANT. In accordance with Section ID of
the GEPT Warrant, promptly following the Effective Time New Promus shall deliver
an original counterpart of this Agreement to DTPT or its successor as the holder
of the GEPT Warrant.
FURTHER ASSURANCES. Doubletree shall, at any time and from time to
time after the date hereof upon the request of New Promus, execute, acknowledge,
and deliver all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney, and assurances, and take all such further actions, as shall
be necessary or desirable to give effect to the transactions hereby
contemplated. New Promus shall, at any time and from time to time after the date
hereof upon the request of Doubletree, execute, acknowledge, and deliver all
such further acts, deeds, assignments, transfers, conveyances, powers of
attorney, and assurances, and take all such further actions, as shall be
necessary or desirable to give effect to the transactions hereby contemplated.
COUNTERPARTS. This Agreement may be executed in counterparts with
the same effect as if all parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single
Agreement.
GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with and governed and enforced in all respects by the laws of the
State of New York without giving effect to the conflict of laws and principles
of such state.
Page 75 of 94 Pages
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
and Assumption Agreement as of the date first above written.
DOUBLETREE CORPORATION
By:
---------------------------
Name:
Title:
PARENT HOLDING CORP.
By:
---------------------------
Name:
Title:
Acknowledged and Agreed:
DTPT INVESTMENT CORPORATION
By:
------------------------------
Name:
Title:
Page 76 of 94 Pages
