EXHIBIT 10.17
PROXY AGREEMENT
PROXY AGREEMENT, dated as of April 14, 1997 (this "Agreement"), among
Patriot American Hospitality, Inc., a Virginia corporation ("Patriot"), CF
Securities, L.P., a Texas limited partnership ("Family Securities" or the
"Principal Stockholder") and Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X.
Xxxxxxx and Xxxxxxx X. Xxxxxx, Xx. (the "Management Stockholders" and, together
with the Principal Stockholder, the "Stockholders" and each a "Stockholder"),
and Wyndham Hotel Corporation, a Delaware corporation ("Wyndham").
WHEREAS, as of the date hereof each Stockholder owns (either beneficially
or of record), or in the case of the Trust Shares, has the right to vote the
number of shares of common stock, par value $.01 per share (the "Wyndham
Stock"), of Wyndham set forth on Exhibit A hereto (all such shares and any
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shares of Wyndham hereafter acquired by the Stockholders prior to the
termination of this Agreement being referred to herein as the "Shares"); and
WHEREAS, Patriot, California Jockey Club, a Delaware corporation ("CJC")
and Bay Xxxxxxx Operating Company, a Delaware corporation ("OPCO") have entered
into an Agreement and Plan of Merger, dated as of February 24, 1997 (the
"Business Combination Agreement"), which provides, upon the terms and subject to
the conditions thereof, for the merger of Patriot with and into CJC (the "CJC
Merger") (the term "Patriot" shall mean "CJC" from and after the time the CJC
Merger becomes effective); and
WHEREAS, Family Securities and Patriot are entering into a Stock Purchase
Agreement dated as of the date hereof (the "Stock Purchase Agreement"), which
provides for Family Securities to sell Shares to Patriot and OPCO; and
WHEREAS, Patriot and Wyndham are entering into an Agreement and Plan of
Merger, dated as of the date hereof (as the same may be amended from time to
time, the "Merger Agreement"), which provides, upon the terms and subject to the
conditions thereof, for the merger of Wyndham with and into CJC as successor by
merger to Patriot (the "Merger"); and
WHEREAS, as a condition to the willingness of Patriot to enter into the
Merger Agreement, Patriot has requested that each Stockholder agree, and, in
order to induce Patriot to enter into the Merger Agreement each such Stockholder
is willing to agree, to grant Patriot an irrevocable proxy to vote the Shares
pursuant to the terms and conditions hereof; and
WHEREAS, the Shares are subject to the provisions of a Stockholders'
Agreement dated May 24, 1996 among Wyndham and the stockholders named therein
(the "Stockholders' Agreement"), certain of the Shares of the Management
Stockholders are subject to existing pledge agreements (the "Pledge Agreements")
as described in Exhibit B hereto and certain of the other Shares of the
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Management Stockholders (the "Trust Shares") are held in trust pursuant to the
trust documents (the "Trusts") described in Exhibit C hereto (the Stockholders'
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Agreement, the Pledge Agreements and the Trusts are hereinafter collectively
referred to as the "Existing Restrictions").
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, the
parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Each Stockholder hereby severally represents and warrants to Patriot as
follows:
SECTION 1.01 Due Authority. Such Stockholder has full power, corporate or
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otherwise, and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed and delivered
by or on behalf of such Stockholder and, assuming its due authorization,
execution and delivery by Patriot, constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms.
SECTION 1.02 No Conflict: Consents. (a) The execution and delivery of
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this Agreement by such Stockholder do not, and the performance by such
Stockholder of the obligations under this Agreement and the compliance by such
Stockholder with any provisions hereof do not and will not (i) conflict with or
violate any law, statute, rule, regulation, order, writ, judgment or decree
applicable to such Stockholder or such Stockholder's Shares, (ii) conflict with
or violate the Stockholder's charter, bylaws, partnership agreement or other
organizational documents, if applicable, or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of such Stockholder's Shares pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Stockholder is a party or by which
such Stockholder or such Stockholder's Shares are bound.
(b) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority by such
Stockholder except for applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended, and except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, could not prevent or delay the performance by such Stockholder of
his or her obligations under this Agreement in any material respect.
(c) Such Stockholder is not, an will not be during the Proxy Term
(as hereinafter defined), in violation of or default under any of the Pledge
Agreements or any related agreement, and no other person or entity has or will
have during the Proxy Term any right directly or indirectly to vote or control
or affect the voting of the Shares.
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SECTION 1.03. Title To Share. (a) Such Stockholder is the record or
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beneficial owner of such Stockholder's Shares (or in the case of the Trust
Shares, has the full and complete right to vote, acting alone) free and clear of
any proxy or voting restriction (other than those provided in the Stockholders'
Agreement, all of which have been waived with respect to, and are not applicable
to, the actions and transactions contemplated by this Agreement). The Shares set
forth opposite such Stockholder's name of Exhibit A hereto constitute all of the
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shares of Wyndham Stock owned of record or beneficially by such Stockholder.
(b) Such Stockholder has, and during the Proxy Term will have
(except as a result of transfers permitted by Section 2.01), sole power of
disposition with respect to all of the Shares, subject to the Existing
Restrictions, and the sole voting power with respect to the matters (other than
the provisions in the Stockholders' Agreement with respect to the election of
directors, all of which provisions have been waived with respect to, and are not
applicable to, the actions and transactions contemplated by this Agreement) set
forth in Article II hereof with respect to all of the Shares.
SECTION 1.04. No Encumbrances. Such Stockholder's Shares and the
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certificates representing such Shares are not and at all times during the Proxy
Term hereof (except as a result of transfers permitted by Section 2.01) will be
held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, the pledgees under the Pledge Agreements or the trustees under the
Trusts, free and clear of all proxies, voting trusts and voting agreements,
understandings or arrangements providing for any right on the part of any person
other than such Stockholder to vote such Shares (other than those provided in
the Stockholders' Agreement, all of which have been waived with respect to, and
are not applicable to, the actions and transactions contemplated by this
Agreement) and, subject to the Existing Restrictions, free and clear of all
liens, claims, security interests and any other encumbrances whatsoever except
any such encumbrances or proxies arising under this Agreement.
SECTION 1.05. Acknowledgment of Reliance. Such Stockholder understands
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and acknowledges that Patriot is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
SECTION 1.06. Brokers. Patriot shall not be obligated or otherwise
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liable for any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of any Stockholder.
Patriot hereby represents and warrants to each Stockholder as follows:
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SECTION 1.07. Due Authority. Patriot has full power, corporate or
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otherwise, and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed and delivered
by or on behalf of Patriot and, assuming its due authorization, execution and
delivery by each Stockholder and Wyndham, constitutes a legal, valid and binding
obligation of Patriot, enforceable against Patriot in accordance with its terms.
SECTION 1.08. No Conflict; Consents. (a) The execution and delivery of this
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Agreement by Patriot do not, and the performance by Patriot of the obligations
contemplated by this Agreement and the compliance by Patriot with any provisions
hereof do not and will not, (i) conflict with or violate any law, statute, rule,
regulation, order, writ, judgment or decree applicable to Patriot, (ii) conflict
with or violate Patriot's charter or bylaws or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Patriot is a party or by which Patriot is bound.
(b) The execution and delivery of this Agreement by Patriot do not,
and the performance of this Agreement by Patriot will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority by Patriot except for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, could not prevent or delay
the performance by Patriot of its obligations under this Agreement in any
material respect.
SECTION 1.09. Brokers. No Stockholder shall be obligated or otherwise
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liable for any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by Patriot.
ARTICLE II
CERTAIN COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees with Patriot as follows:
SECTION 2.01. Transfer of Shares. Other than pursuant to the terms of the
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Stock Purchase Agreement and as otherwise provided herein, during the Proxy Term
each Stockholder shall not hereafter (a) sell, tender, transfer, pledge,
encumber, assign or otherwise dispose of any of such Stockholder's Shares, (b)
deposit such Stockholder's Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares or grant any proxy or power
of attorney with respect thereto, (c) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect sale,
transfer, pledge, encumbrance, assignment or other disposition of any Wyndham
Stock, or (d) take any action
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that would make any representation or warranty of such Stockholder contained
herein untrue or incorrect or have the effect of preventing or disabling such
Stockholder from performing such Stockholder's obligations under this Agreement;
provided, however, that such Stockholder may transfer or pledge any of such
Stockholder's Shares to a person or entity with Patriot's prior written consent,
which consent shall not be unreasonably withheld, it being understood that
withholding consent shall not be unreasonable if, without limitation, Patriot
determines such transfer or pledge may eliminate or reduce in any manner the
certainty or likelihood of the Shares being voted as contemplated by this
Agreement for any reason, including without limitation the financial condition,
identity or location of the transferee or pledgee, any applicable legal
restrictions or any other reason; provided further that no such transfer or
pledge shall be made unless prior thereto the proposed transferee or pledgee
shall have entered into a written agreement with Patriot, containing terms and
conditions reasonably satisfactory to Patriot, in which such transferee or
pledgee shall agree to be bound by all the terms and conditions of this
Agreement.
SECTION 2.02. Voting of Shares; Further Assurances. (a) Each
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Stockholder, by this Agreement, with respect to those Shares that such
Stockholder owns of record, does hereby constitute and appoint Patriot, or any
nominee of Patriot, with full power of substitution, during and for the Proxy
Term, as such Stockholder's true and lawful attorney and irrevocable proxy, for
and in such Stockholder's name, place and stead, to vote each of such Shares as
such Stockholder's proxy, at every meeting of the stockholders of Wyndham or any
adjournment thereof or in connection with any written consent of Wyndham's
stockholders, (i) in favor of the adoption of the Merger Agreement and approval
of the Merger and the other transactions contemplated by the Merger Agreement,
(ii) against (x) any Acquisition Proposal, as that term is defined in the Merger
Agreement, and any proposal for any action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of Wyndham under the Merger Agreement or which could result in any of
the conditions of Wyndham's obligations under the Merger Agreement not being
fulfilled and (y) any change in the directors of Wyndham, any change in the
present capitalization of Wyndham or any amendment to Wyndham's certificate of
incorporation or bylaws, any other material change in Wyndham's corporate
structure or business, or any other action which in the case of each of the
matters referred to in this clause (y) could reasonably be expected to impede,
interfere with, delay, postpone or materially adversely affect the transactions
contemplated by the Merger Agreement or the Stock Purchase Agreement or the
likelihood of such transactions being consummated, and (iii) in favor of any
other matter necessary for consummation of the transactions contemplated by the
Merger Agreement which is considered at any such meeting of stockholders or in
such consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing or, at the request
of Patriot, to permit Patriot to vote such Shares directly. Each Stockholder
further agrees to cause the Shares owned by such Stockholder beneficially to be
voted in accordance with the foregoing. Each Stockholder intends this proxy to
be irrevocable and coupled with an interest during the Proxy Term and hereby
revokes any proxy previously granted by such Stockholder with respect to such
Stockholder's Shares.
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(b) Each Stockholder hereby further agrees, with respect to any Shares not
voted pursuant to paragraph (a) above, that during the Proxy Term, at any
meeting of stockholders of Wyndham, however called, or in connection with any
written consent of Wyndham's stockholders, such Stockholder shall vote (or cause
to be voted) the Shares held of record or beneficially by such Stockholder,
except as specially requested in writing by Patriot in advance, (i) in favor of
the adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement, (ii) against (x) any
Acquisition Proposal, as that term is defined in the Merger Agreement, and any
proposal for any action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of
Wyndham under the Merger Agreement or which could result in any of the
conditions of Wyndham's obligations under the Merger Agreement not being
fulfilled or (y) any change in the directors of Wyndham, any change in the
present capitalization of Wyndham or nay amendment to Wyndham's certificate of
incorporation or bylaws, any other material change in Wyndham's corporate
structure or business, or any other action which in the case of each of the
matters referred to in this clause (y) could reasonably be expected to, impede,
interfere with, delay, postpone or materially adversely affect the transactions
contemplated by the Merger Agreement or the Stock Purchase Agreement or the
likelihood of such transactions being consummated, and (iii) in favor of any
other matter necessary for consummation of the transactions contemplated by the
Merger Agreement which is considered at any such meeting of stockholders or in
such consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing.
Each Stockholder further agrees, with respect to any voting securities of
Patriot, CJC and OPCO held of record or beneficially by such Stockholder or any
affiliates of such Stockholder, that during the Proxy Term, at any meeting of
stockholders of Patriot, CJC or OPCO however called, or in connection with any
written consent of Patriot's, CJC's or OPCO's stockholders, such Stockholder
shall vote (or cause to be voted) and cause its affiliates to vote (or cause to
be voted) such voting securities of, as applicable, Patriot, CJC or OPCO (i) in
favor of the adoption of the Business Combination Agreement and the Merger
Agreement and the other transactions contemplated by the Business Combination
Agreement and the Merger Agreement and any other matter necessary for
consummation of the transactions contemplated by the Merger Agreement or the
Business Combination Agreement which is considered at any such meeting of
stockholders or in such consent and (ii) against any matter which could
reasonably be expected to, impede, interfere with, delay, postpone or materially
adversely affect the transactions contemplated by the Merger Agreement, the
Stock Purchase Agreement or the Business Combination Agreement or the likelihood
of such transactions being consummated.
(d) For the purposes of this Agreement, "Proxy Term" shall mean (A) with
respect to the obligations of the Principal Stockholder hereunder, the period
from the execution of this Agreement until the earliest of (w) the termination
of the Merger Agreement pursuant to Section 10.1(h) thereof, (x) the Effective
Time, (y) the termination of the Merger Agreement pursuant to Section 10.1(c)
thereof of (z) thirty (30) days following a termination of the Merger Agreement
other than pursuant to Sections 10.1(c) or 10.1(h) thereof and (B) with
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respect to the obligations of the Management Stockholders hereunder, the period
from the execution of this Agreement until, in the case of any termination of
the Merger Agreement other than pursuant to Section 10.1 (h) of the Merger
Agreement, the earliest of (i) thirty days after the date of any such
termination, (ii) the termination of the Merger Agreement pursuant to Section
10.1(c) thereof or (iii) the Effective Time, and, in the case of any termination
pursuant to Section 10.1(h) of the Merger Agreement, December 7, 1997 if such
termination occurs prior to November 7, 1997, or thirty (30) days following the
date of such termination if such termination occurs on or after November 7,
1997.
(e) Each Stockholder agrees that such Stockholder will not enter into any
agreement or understanding with any person or entity or take any action during
the Proxy Term which will permit any person or entity to vote or give
instructions to vote the Shares in any manner inconsistent with the terms of
this Section 2.02. Each Stockholder further agrees to take such further action
and execute such other instruments as may be necessary to effectuate the intent
of this Agreement, including without limitation, any number of proxies and other
documents permitting Patriot to vote the Shares or to direct the record owners
thereof to vote the Shares in accordance with this Agreement.
SECTION 2.03. Certain Events. Each Stockholder agrees that this Agreement
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and the obligations hereunder shall attach to such Stockholder's Shares and,
subject to the Pledge Agreements, shall be binding upon any person or entity to
which legal or beneficial ownership of such Shares shall pass, whether by
operation of law or otherwise, including without limitation, if applicable, such
Stockholder's heirs, guardians, administrators or successors.
SECTION 2.04. No Solicitation. During the Proxy Term, no Stockholder
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shall, nor, to the extent applicable to such Stockholder, shall it permit any of
its affiliates (other than Wyndham to the extent permitted by Section 8.1) to,
nor shall it authorize any partner, officer, director or representative of, such
Stockholder or any of its affiliates, (other than Wyndham to the extent
permitted by Section 8.1) to, (i) solicit, initiate or knowingly encourage the
submission of, any inquiries, proposals or offers from any person relating to an
Acquisition Proposal, (ii) enter into any agreement with respect to any
Acquisition Proposal (other than Wyndham to the extent permitted by Section 10.1
(h)), or (iii) enter into or participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or take any
other action to knowingly facilitate any inquiries or the making of any proposal
that constitutes, or would reasonably be expected to lead to, an Acquisition
Proposal.
SECTION 2.05. Stop Transfer. (a) Each Stockholder agrees with, and
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covenants to, Patriot that such Stockholder may not request that Wyndham
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement. Each Stockholder
agrees, with respect to any Shares in certificated form, that such Stockholder
will tender to Wyndham, within twenty business days after the date hereof, the
certificates representing such Shares and Wyndham will inscribe upon such
certificates the following legend, which Patriot or Wyndham, as the case may be,
shall cause to be removed promptly following the Proxy
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Term: "The shares of Common Stock, par value $.01 per share, of Wyndham Hotel
Corporation the ("Company"), represented by this certificate are subject to a
Proxy Agreement dated as of April 14, 1997, and may not be sold or otherwise
transferred, except in accordance therewith. Copies of such Agreement may be
obtained at the principal executive offices of the Company." Each Stockholder
agrees that, within ten business days after the date hereof, such Stockholder
will no longer hold any Shares, whether certificated or uncertificated, in
"street name" or in the name of any nominee. Pursuant to the Merger Agreement,
Wyndham has agreed to notify its transfer agent of the provisions set forth in
this Section and each Stockholder agrees to provide such documentation and to do
such other things as may be required to give effect to such provisions with
respect to such Shares.
(b) Each Stockholder hereby agrees to deliver to Patriot, on or prior to
the Closing Date, a written agreement substantially in the form attached as
Exhibit A to the Merger Agreement.
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ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Severability. If any term or other provision of this
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Agreement is determined to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.
SECTION 3.02. Entire Agreement. This Agreement constitutes the entire
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agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.
SECTION 3.03. Amendments. This Agreement may not be modified, amended,
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waived, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto; provided, however, that
Patriot may in writing waive or consent to a modification of any provision of
this Agreement with respect to any Stockholder without the agreement of any
other party hereto.
SECTION 3.04. Assignment. This Agreement shall not be assigned by operation
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of law or otherwise, except in accordance with Section 2.01.
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SECTION 3.05. Parties in Interest. This Agreement shall be binding upon and
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inure solely to the benefit of each party hereto and, after the CJC Merger, CJC,
and nothing in this Agreement, express or implied, is intended to or shall
confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
SECTION 3.06. Specific Performance. The parties hereto agree that
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irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof or was otherwise breached. It
is accordingly agreed that the parties shall be entitled to specific relief
hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, in any state or federal court in
the State of Delaware, in addition to any other remedy to which they may be
entitled at law or in equity. Any requirements for the securing or posting of
any bond with respect to any such remedy are hereby waived.
SECTION 3.07. Governing Law; Jurisdiction and Venue. This Agreement shall
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be governed by, and construed in accordance with, the internal laws of the State
of Delaware without regard to its rules of conflict of laws. The parties hereto
hereby irrevocably and unconditionally consent to and submit to the exclusive
jurisdiction of the courts of the State of Delaware and of the United States of
America located in such state (the "Delaware Courts") for any litigation arising
out of or relating to this Agreement and the transactions contemplated hereby
(and agrees not to commence any litigation relating thereto except in such
courts), waives any objection to the laying of venue of any such litigation in
the Delaware Courts and agrees not to plead or claim in any Delaware Court that
such litigation brought therein has been brought in any inconvenient forum.
SECTION 3.08. Counterparts. This Agreement may be executed in one or more
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counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
SECTION 3.09. Definitions. Terms used in this Agreement and not otherwise
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defined herein shall have the meanings set forth in the Merger Agreement.
SECTION 3.10. Directors and Officers. Notwithstanding anything herein to
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the contrary, the covenants and agreements set forth herein shall not prevent
any of the Stockholders or their representatives or designees who are serving on
the Board of Directors of Wyndham or who are officers of Wyndham from taking any
action, subject to the applicable provisions of the Merger Agreement, while
acting in such capacity as a director or officer of Wyndham.
SECTION 3.11. Stockholders' Agreement Consent. To the extent that the
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execution or performance of this Agreement or the actions and transactions
contemplated hereby conflict with or violate, or would in the future conflict
with or violate, the provisions of the Stockholders' Agreement, Wyndham and the
Stockholders hereby consent to the execution and
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delivery of this Agreement and comparable agreements with other stockholders of
Wyndham and the actions and transactions contemplated hereby and agree that the
provisions of this Agreement and those agreements shall control and be deemed to
supersede any such provisions in the Stockholders' Agreement.
XXXXXX 3.12. Exculpation. No Stockholder shall have any liability or
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obligation whatsoever under or by reason of this Agreement (or a separate
similar agreement) because of a breach by any other stockholder of Wyndham of
its obligations hereunder or thereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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{Signature Page to Proxy Agreement}
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman and CEO
CF SECURITIES, L.P.
By: Mill Spring Holdings, Inc.
its General Partner
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
THE XXXXXXXX DESCENDANTS TRUST
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Special Trustee
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
THE XXXX XXXXXXX XXXXXXX TRUST
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Special Trustee
THE XXXXXXX XXXXXXXX XXXXXXXXX
TRUST
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Special Trustee
THE XXXXX XXXXXXXXX XXXXXXXXX
TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Special Trustee
THE BROOKE XXXXXX XXXXXXX TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Special Trustee
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxxxx X Xxxxxx, Xx.
-----------------------------------
Xxxxxxx X Xxxxxx, Xx.
WYNDHAM HOTEL CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and CEO
