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EXHIBIT 10.40
April 14, 1997
CF SECURITIES, L.P.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
TCF HOTELS L.P.
On behalf of the Real Estate Sellers
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Gentlemen:
Reference is made to that Agreement and Plan of Merger (the "Merger
Agreement") between Patriot American Hospitality, Inc. ("PAH") and the
undersigned (the "Company"), pursuant to which the Company will merge with and
into PAH, with PAH being the surviving corporation (the "Merger"), following the
proposed business combination among PAH, California Jockey Club and Bay Xxxxxxx
Operating Company as more specifically described in the Merger Agreement.
In connection with the Merger Agreement, CF Securities L.P. ("CFS") has entered
into a stock purchase agreement with PAH pursuant to which CFS will sell its
shares of Company common stock to PAH (the "Stock Purchase"), and certain
entities owned or controlled, directly or indirectly, by Mr. and Xxx. Xxxxxxxx
Xxxx and/or various descendants thereof (the "Real Estate Sellers") have
entered into an Omnibus Purchase and Sale Agreement and related agreements
pursuant to which the Real Estate Sellers will sell certain real estate and
related assets to the PAH operating partnership (the "Real Estate Sale").
Each of the Company, CFS and the Real Estate Sellers (the "Crow/Wyndham
Parties") agrees not to amend or modify the material terms of the Merger, the
Stock Purchase or the Real Estate Sale without the prior written approval of
the other Crow/Wyndham Parties.
If you are in agreement with the foregoing, please so indicate by signing
this letter in the spaces provided below.
Very truly yours,
WYNDHAM HOTELS CORPORATION
By: /s/ XXXX X. XXXXXXX (CSM)
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Name: Xxxx X. Xxxxxxx
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Title: Executive Vice President
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April 14, 1997
Page 2
AGREED:
CF SECURITIES, L.P.
By: Mill Spring Holdings, Inc.,
its General Partner
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
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Title: President
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TCF Hotels L.P.
On behalf of the Real Estate Sellers
By: Mill Spring Holdings, Inc.,
its General Partner
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
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Title: President
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