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EXHIBIT 99.1
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AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on January 29, 1998, by and
among CF Securities, L.P., a Texas limited partnership, Mill Spring Holdings,
Inc., a Texas corporation, G-1 Securities, L.P., a Delaware limited
partnership, G-2 Securities, L.P., a Delaware limited partnership, G-3
Securities, L.P., a Delaware limited partnership, CFHS, L.L.C., a Delaware
limited liability company, Crow Family, Inc., a Texas corporation, and Xxxxxx
X. Xxxx, (collectively referred to herein as the "FILING PARTIES").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "ACT"), requires that, when a Schedule 13D is filed on
behalf of more than one person, an agreement be executed and filed as an
exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on
behalf of all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the paired shares of common stock, $.01 par value per share, of
Patriot American Hospitality, Inc., a Delaware corporation, and common stock,
$.01 par value per share, of Wyndham International, Inc. (formerly known as
Patriot American Hospitality Operating Company), a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to Rule
13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to
use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy
of the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13d, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party. Any
assignment in violation of the foregoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof.
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IN WITNESS WHEREOF, each of the undersigned has hereby executed this
Agreement Among Filing Parties as of the date or dates indicated below.
DATED: January 29, 1998 CF SECURITIES, L.P., a Texas limited partnership
By: Mill Spring Holdings, Inc., a Texas corporation, as its
sole general partner
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
DATED: January 29, 1998 MILL SPRING HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
DATED: January 29, 1998 G-1 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: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
DATED: January 29, 1998 G-2 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: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
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DATED: January 29, 1998 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: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
DATED: January 29, 1998 CFHS, L.L.C., a Delaware limited liability company
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
DATED: January 29, 1998 CROW FAMILY, INC., a Texas corporation
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
DATED: January 29, 1998 /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
