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EXHIBIT 10. 8
FORM OF
AGREEMENT TO BE BOUND BY
STANDSTILL AGREEMENT AND VOTING AGREEMENT
THIS AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING
AGREEMENT (this "Agreement") is made as of the ___ day of February, 1998, by
Patriot American Hospitality, Inc., a Delaware corporation ("Patriot"), Wyndham
International, Inc. (formerly known as Patriot American Hospitality Operating
Company), a Delaware corporation ("Wyndham International") and CFH Capital
Resources, L.P., a Texas limited partnership ("CFH").
RECITALS
WHEREAS, Patriot, CF Securities, L.P., a Texas limited partnership
("CF Securities"), and Wyndham International, are parties to a Standstill
Agreement dated as of April 14, 1997 (the "Standstill Agreement") and a Voting
Agreement of even date therewith (the "Voting Agreement"), each of which was
executed in connection with a Stock Purchase Agreement of even date therewith
(the "Stock Purchase Agreement") providing for the sale by CF Securities and
the purchase by Patriot of shares of common stock, par value $.01 per share, of
Wyndham Hotel Corporation, pursuant to which CF Securities received paired
shares of common stock, par value $.01 per share, of Patriot and shares of
common stock, par value $.01 per share, of Wyndham International ("Paired
Shares") and shares of Series A Preferred Stock, par value $.01 per share, of
Patriot ("Unpaired Shares");
WHEREAS, following the consummation of the transactions contemplated
by the Stock Purchase Agreement, CF Securities liquidated and in connection
therewith distributed to its partners, including G-3 Securities, L.P., a
Delaware limited partnership ("G-3"), the Paired Shares and Unpaired Shares
received by it pursuant to the Stock Purchase Agreement;
WHEREAS, G-3 has contributed 1,600,000 Paired Shares to CFH in
exchange for an equity interest therein;
WHEREAS, the Standstill Agreement places certain restrictions on
transfers of the Paired Shares and Unpaired Shares received by CF Securities
pursuant to the Stock Purchase Agreement but permits transfers to Affiliates
(as defined in the Standstill Agreement) such as G-3 and CFH who (i) execute an
agreement with Patriot pursuant to which the Transferee (as defined in the
Standstill Agreement) agrees to be bound by all of the terms and conditions of,
and makes, as of a time immediately prior to such transfer, each of the
representations and warranties contained in the Standstill Agreement (as if
such Transferee were CF Securities for purposes thereof) and (ii) enter into a
voting agreement, identical in substance to the Voting Agreement, with Patriot;
and
WHEREAS, CFH wishes to provide for the transfer by G-3 to CFH of
Paired Shares owned by G-3 in accordance with the terms of the Standstill
Agreement;
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NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, CFH hereby agrees as follows:
1. Agreement to Be Bound by Standstill Agreement. Effective
immediately upon the contribution to CFH of 1,600,000 Paired Shares (the
"Transfer"), CFH shall be bound by all of the terms and conditions of, and
hereby makes, effective as of the time immediately preceding such distribution,
each of the representations and warranties contained in (applied to CFH as if
CFH were CF Securities for purposes thereof and with Exhibit A to the
Standstill Agreement being deemed amended to reflect the receipt by CF
Securities of Paired Shares and Unpaired Shares in exchange for its shares of
common stock, par value $.01 per share, of Wyndham Hotel Corporation pursuant
to the Stock Purchase Agreement) the Standstill Agreement.
2. Agreement to Be Bound by Voting Agreement. Effective
immediately upon the Transfer, CFH shall be bound by all of the terms and
conditions of, and entitled to all of the benefits of, the Voting Agreement,
with CFH being considered collectively to be the "Stockholder" for all purposes
of the Voting Agreement.
3. Consent of Patriot and Wyndham International. Patriot and
Wyndham International hereby consent to the Transfer.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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PATRIOT AMERICAN HOSPITALITY, INC.
By:
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Name:
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Title:
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WYNDHAM INTERNATIONAL, INC.
By:
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Name:
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Title:
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G-3 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
CFH CAPITAL RESOURCES, L.P., a Texas limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its general
partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
