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AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into as of April 24, 1997, by and
among CF Securities, L.P., a Texas limited partnership, Mill Spring Holdings,
Inc., a Texas corporation, Xxxxxx X. Xxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx (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 shares of common stock, $.01 par value per share, of Wyndham
Hotel Corporation, 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, the undersigned hereby executed this Agreement
Among Filing Parties as of the date or dates indicated below.
Dated: April 24, 1997 CF SECURITIES, L.P., a Texas limited
partnership
By: Mill Spring Holdings, Inc., a Texas
corporation and 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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Dated: April 24, 1997 MILL SPRING HOLDINGS, INC., a Texas
corporation
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: President
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Dated: April 24, 1997 /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Dated: April 24, 1997 /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Dated: April 24, 1997 /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Dated: April 24, 1997 /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Dated: April 24, 1997 /s/ Xxxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxx, Xx.
