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EXHIBIT 10.3
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 5th day of January, 1998, by
Patriot American Hospitality, Inc., a Delaware corporation ("Patriot"), Patriot
American Hospitality Operating Company, a Delaware corporation ("OPCO"), G-1
Securities, L.P., a Delaware limited partnership ("G-1"), G-2 Securities, L.P.,
a Delaware limited partnership ("G-2"), and G-3 Securities, L.P., a Delaware
limited partnership ("G-3").
RECITALS
WHEREAS, Patriot, CF Securities, L.P., a Texas limited partnership
("CF Securities"), and OPCO, 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 will receive paired shares of
common stock, par value $.01 per share, of Patriot and shares of common stock,
par value $.01 per share, of OPCO ("Paired Shares") and shares of Series A
Preferred Stock, par value $.01 per share, of Patriot ("Unpaired Shares");
WHEREAS, it is contemplated that following the consummation of the
transactions contemplated by the Stock Purchase Agreement CF Securities will
liquidate and in connection therewith make distribution to its partners, G-1,
G-2 and G-3 (collectively, the "Distributees"), of the Paired Shares and
Unpaired Shares received by it pursuant to the Stock Purchase Agreement;
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 the Distributees who (i)
executes 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) enters
into a voting agreement, identical in substance to the Voting Agreement, with
Patriot; and
WHEREAS, the Distributees wish to provide for the transfer by CF
Securities to the Distributees of Paired Shares and Unpaired Shares owned by CF
Securities in accordance with the terms of the Standstill Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Distributees hereby agree as follows:
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1. Agreement to Be Bound by Standstill Agreement. Immediately upon the
liquidation of CF Securities and the distribution by CF Securities to the
Distributees of all Paired Shares and Unpaired Shares then owned by it (the
"Contemplated Transfers"), each of the Distributees shall be bound by all of
the terms and conditions of, and makes, as of the time immediately preceding
such distribution, each of the representations and warranties contained in
(applied to such Distributee as if such Distributee 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. Immediately upon the
Contemplated Transfers, each of the Distributees shall be bound by all of the
terms and conditions of, and entitled to all of the benefits of, the Voting
Agreement, with the Distributees being considered collectively to be the
"Stockholder" for all purposes of the Voting Agreement.
3. Consent of Patriot and OPCO. Patriot and OPCO hereby consent to the
Contemplated Transfers.
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.
IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement as of the date first above written.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
Chief Financial Officer
PATRIOT AMERICAN HOSPITALITY
OPERATING COMPANY
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
Chief Financial Officer
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G-1 SECURITIES, L.P.
By: CFHS, L.L.C., its sole general
partner
By: Crow Family, Inc. its
sole manager
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
G-2 SECURITIES, L.P.
By: CFHS, L.L.C., its sole general
partner
By: Crow Family, Inc. its
sole manager
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
G-3 SECURITIES, L.P.
By: CFHS, L.L.C., its sole general
partner
By: Crow Family, Inc. its
sole manager
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
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