Exhibit 99.8
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (this "Agreement") is entered into as
of January 17, 1997 by and between Patriot American Hospitality, Inc., a
Virginia corporation (the "Company") and each of the parties executing a
signature page hereto (each a "Holder" and collectively the "Holders").
WHEREAS, the Holders are to receive units of limited partnership interest
("Units") in Patriot American Hospitality Partnership, L.P., a Virginia limited
partnership (the "Operating Partnership") which may be redeemed for cash, or at
the option of the Company, for an equivalent number of shares of the Company's
common stock, no par value ("Common Stock"), pursuant to a Contribution
Agreement dated January 17, 1997 by and among the Holders, the Operating
Partnership, the Company and the general partner of the Operating Partnership
(the "Contribution Agreement").
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Registration.
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(a) Demand Registration.
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(i) In the event the provisions of this Section are effective pursuant
to Section 1(c) hereof, on any two (2) occasions after August 15, 1997 until the
earlier of (i) the third anniversary of this Agreement or (ii) the date on which
all of the Registrable Shares (as hereinafter defined) have become eligible for
sale pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") without any volume or manner of sale limitations,
subject to the conditions set forth in this Agreement, including without
limitation the conditions set forth in Section 1(a) (ii) below, any Holder or
Holders may request that the Company cause to be filed a registration statement
(a "Demand Registration Statement") under Rule 415 under the Securities Act
relating to the sale by such Holders of their previously or concurrently issued
Registrable Shares in accordance with the terms hereof. As used in this
Agreement, the term "Registrable Shares" means shares of Common Stock issued or
to be issued to the Holders upon redemption or in exchange for their Units,
excluding (A) Common Stock for which a Registration Statement relating to the
sale thereof shall have become effective under the Securities Act or (C) Common
Stock eligible for sale pursuant to Rule 144 under the Securities Act without
any volume or manner of sale limitations. Upon receipt of any such request, the
Company shall give written notice of such proposed registration to all Holders
of Units and Registrable Shares. Such Holders shall have the right, by giving
written notice to the Company within fifteen (15) business days after such
notice referred to in the preceding sentence has been given by the Company to
elect to have included in the Demand Registration Statement such of their
Registrable Shares as each Holder may request in such notice of election.
Thereupon, the Company shall use reasonable efforts to cause such Demand
Registration Statement to
be filed and declared effective by the Securities and Exchange Commission (the
"SEC") (provided that such Demand Registration Statement shall not be required
to be declared effective before September 30, 1997) for all Registrable Shares
which the Company has been requested to register as soon as practicable
thereafter. The Company agrees to use reasonable efforts to keep the Demand
Registration Statement continuously effective until the earliest of (a) the date
on which the Holders no longer hold any Registrable Shares registered under the
Demand Registration Statement, (b) the date on which the Registrable Shares may
be sold by the Holders pursuant to Rule 144 promulgated under the Securities Act
without any volume or manner of sale limitations or (c) the date which is twelve
(12) months from the effective date of such Demand Registration Statement. The
Company shall not be required to file and effect a new Demand Registration
Statement pursuant to this Section 1(a) until a period of twelve (12) months has
elapsed from the termination of the registration statement with respect to
Registrable Shares covered by a prior registration request. A registration
demanded pursuant to this Section 1(a)(i) shall not be deemed to have been
effected (i) unless a registration statement with respect thereto has become
effective for such period as is described above, and (ii) if after it has become
effective, such registration is interfered with by any stop order, injunction or
other order or requirement of the Securities and Exchange Commission or other
governmental authority.
(ii) The Company shall have no obligation under Section 1(a)(i) unless
the following conditions are satisfied:
(A) Any Holder who requests that the Company cause to be filed a
Demand Registration Statement pursuant to Section 1(a)(i) must provide to
the Company a certificate (the "Authorizing Certificate"), substantially in
the form of Exhibit A hereto, that is signed by the Holders of at least
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twenty-five percent (25%) of the aggregate number of all outstanding
Registrable Shares, at the time such request is made. The Authorizing
Certificate shall set forth (i) the name of each Holder signing such
Authorizing Certificate, (ii) the number of Registrable Shares held by each
such Holder, and, if different, the number of Registrable Shares such
Holder has elected to have registered, and (iii) a certification from each
such Holder that it is requesting the registration of only those shares of
Common Stock received by such Holder upon the redemption of its Units
acquired pursuant to the Contribution Agreement. Any Registrable Shares
eligible for sale pursuant to Rule 144 promulgated under the Securities Act
without any volume or manner of sale limitations shall not be included for
purposes of calculating the percentage of Holders required to sign an
Authorizing Certificate. If the Company determines that a Holder's Shares
have become eligible for sale pursuant to Rule 144 without any volume or
manner of sale limitations, the Company shall, at the request of such
Holder, deliver to such Holder an opinion of counsel to such effect.
(b) Piggyback Registration. If at any time while the provisions of this
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Section are effective pursuant to Section 1(c) hereof any Registrable Shares are
outstanding the Company proposes to file a registration statement under the
Securities Act with respect to an offering of Common Stock solely for cash
(other than a registration statement (i) on Form S-8
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or any successor form or in connection with any employee or director welfare,
benefit or compensation plan, (ii) on Form S-4 or any successor form or in
connection with an exchange offer, (iii) in connection with a rights offering or
a dividend reinvestment and share purchase plan offered exclusively to existing
holders of Common Stock, (iv) in connection with an offering solely to employees
of the Company or its affiliates, or (v) relating to a transaction pursuant to
Rule 145 of the Securities Act, whether or not for its own account (a "Piggyback
Registration Statement"), the Company shall give to the Holders of Units and
Registrable Shares written notice of such proposed filing at least ten (10)
business days before filing. The notice referred to in the preceding sentence
shall offer Holders the opportunity to register such amount of Registrable
Shares as each Holder may request (a "Piggyback Registration"). Subject to the
provisions of Section 2 below, the Company shall include in such Piggyback
Registration all Registrable Shares requested to be included in the registration
for which the Company has received written requests for inclusion therein within
five (5) business days after the notice referred to above has been given by the
Company to the Holders. Holders of Registrable Shares shall be permitted to
withdraw all or part of the Registrable Shares from a Piggyback Registration at
any time prior to the effective date of such Piggyback Registration. If a
Piggyback Registration is an underwritten registration on behalf of the Company
and the managing underwriter advises the Company that the total number of shares
of Common Stock requested to be included in such registration exceeds the number
of shares of Common Stock which can be sold in such offering, the Company will
include in such registration in the following priority: (i) first, all shares of
Common Stock the Company proposes to sell and (ii) second, up to the full number
of applicable Registrable Shares requested to be included in such registration
which, in the opinion of such managing underwriter, can be sold without
adversely affecting the price range or probability of success of such offering,
which shall be allocated among the Holders requesting registration and all other
stockholders requesting registration on a pro rata basis. No Registrable
Securities or other shares of Common Stock requested to be included in a
registration pursuant to demand registration rights shall be excluded from the
underwriting unless all securities other than such securities are first
excluded.
(c) Registration Statement Covering Issuance of Common Stock.
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Notwithstanding the registration rights set forth in Section 1(a) and 1(b)
above, unless the Company shall have delivered to the Holders an irrevocable
election to pay cash to the Holders upon the redemption or exchange of their
Units the Company shall, prior to August 15, 1997 request clearance from the SEC
to file and shall file a registration statement (the "Shelf Registration
Statement") under Rule 415 under the Securities Act relating to the issuance to
Holders of shares of Common Stock upon the redemption or in exchange for their
Units. Thereupon, the Company shall use reasonable efforts to cause such
Registration Statement to be declared effective by the SEC for all shares of
Common Stock covered thereby on or before September 30, 1997. The Company agrees
to use reasonable efforts to keep the Shelf Registration Statement continuously
effective until the date on which each Holder has redeemed or exchanged such
Holder's Units for Common Stock. In the event that the Company is unable to
cause such Registration Statement to be declared effective by the SEC or is
unable to keep such Registration Statement effective until the date on which
each
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Holder has redeemed or exchanged such Holder's Units for Common Stock, then the
rights of each Holder set forth in Section 1(a) and 1(b) above shall be
effective. Any Demand Registration Statement, Piggyback Registration Statement
or Shelf Registration Statement is sometimes referred to as a "Registration
Statement."
2. Registration Procedures.
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(a) The Company shall notify each Holder requesting registration of the
effectiveness of the Registration Statement filed pursuant thereto and shall
furnish to each such Holder such number of copies of the Registration Statement
(including any amendments, supplements and exhibits), the prospectus contained
therein (including each preliminary prospectus), any documents incorporated by
reference in the Registration Statement and such other documents as such Holder
may reasonably request in order to facilitate its sale of the Registrable Shares
in the manner described in the Registration Statement.
(b) The Company shall prepare and file with the SEC from time to time such
amendments and supplements to the Registration Statement and prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all the Registrable Shares until the earlier of (i) such
time as all of the Registrable Shares have been issued or disposed of in
accordance with the intended methods of disposition by the Holders as set forth
in the Registration Statement or (ii) the date on which the Registration
Statement ceases to be effective in accordance with the terms of Section 1. Upon
ten (10) business days' notice, the Company shall file any supplement or
post-effective amendment to the Registration Statement with respect to such
Holder's interests in or plan of distribution of Registrable Shares that is
reasonably necessary to permit the sale of the Holder's Registrable Shares
pursuant to the Registration Statement and the Company shall file any necessary
listing applications or amendments to the existing applications to cause the
shares to be then listed or quoted on the primary exchange or quotation system
on which the Common Stock is then listed or quoted.
(c) The Company shall promptly notify each Holder requesting registration
of, and confirm in writing, any request by the SEC for amendments or supplements
to the Registration Statement or the prospectus related thereto or for
additional information. In addition, the Company shall promptly notify each such
Holder of, and confirm in writing, the filing of the Registration Statement, any
prospectus supplement related thereto or any post-effective amendment to the
Registration Statement and the effectiveness of any post-effective amendment.
(d) The Company shall promptly notify each Holder requesting registration,
at any time when a prospectus relating to the Registration Statement is required
to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. In such event
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and subject to paragraph 7 of this Agreement, the Company shall prepare and
furnish to each such Holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading.
3. State Securities Laws. Subject to the conditions set forth in this
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Agreement, the Company shall, promptly upon the filing of a Registration
Statement including Registrable Shares, file such documents as may be necessary
to register or qualify the Registrable Shares under the securities or "Blue Sky"
laws of such states as any Holder requesting registration may reasonably
request, and the Company shall use reasonable efforts to cause such filings to
become qualified; provided, however, that the Company shall not be obligated to
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qualify as a foreign corporation to do business under the laws of any such state
in which it is not then qualified or to file any general consent to service of
process in any such state. Once qualified, the Company shall use reasonable
efforts to keep such filings qualified until the earlier of (a) such time as all
of the Registrable Shares have been disposed of in accordance with the intended
methods of disposition by the Holder as set forth in the Registration Statement,
(b) in the case of a particular state, a Holder has notified the Company that it
no longer requires qualified filing in such state in accordance with its
original request for filing or (c) the date on which the Registration Statement
ceases to be effective with the SEC. The Company shall promptly notify each
Holder requesting registration of, and confirm in writing, the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Shares for sale under the securities or "Blue Sky" laws of
any jurisdiction or the initiation or threat of any proceeding for such purpose.
4. Expenses. The Company shall bear all expenses incurred in connection
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with the registration of the Registrable Shares pursuant to Section 1(b) and
Section 1(c) of this Agreement. Additionally, the Company shall bear all
expenses incurred in connection with the registration of the Registrable Shares
pursuant to Section 1(a) of this Agreement for each Registration Statement
registering One Million Dollars ($1 million) or more of Registrable Shares. The
Holders shall bear their ratable share of all expenses incurred by the Company
in connection with a registration in which the Holders are included pursuant to
Section 1(a) of this Agreement based on the number of Registrable Shares
included to the total number of shares of Common Stock so registered for each
Registration Statement registering less than One Million Dollars ($1 million) of
Registrable Shares. Such expenses shall include, without limitation, all
printing, legal and accounting expenses incurred by the Company and all
registration and filing fees imposed by the SEC, any state securities commission
or the New York Stock Exchange or, if the Common Stock is not then listed on the
New York Stock Exchange, the principal national securities exchange or national
market system on which the Common Stock is then traded or quoted. In addition,
Holders shall be responsible for any brokerage or underwriting commissions and
taxes of any kind (including, without limitation, transfer taxes) with respect
to any disposition, sale or transfer of Registrable
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Shares and for any legal, accounting and other expenses incurred by them in
connection with any Registration Statement.
5. Indemnification by the Company. The Company agrees to indemnify each
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of the Holders and their respective officers, directors, employees, agents,
representatives and affiliates, and each person or entity, if any, that controls
a Holder within the meaning of the Securities Act, and each other person or
entity, if any, subject to liability because of his, her or its connection with
a Holder, and any underwriter and any person who controls the underwriter within
the meaning of the Securities Act (an "Indemnitee") against any and all losses,
claims, damages, actions, liabilities, costs and expenses (including without
limitation reasonable attorneys' fees, expenses and disbursements documented in
writing), joint or several, arising out of or based upon any untrue or alleged
untrue statement of material fact contained in the Registration Statement or any
prospectus contained therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as and to the extent that such statement or
omission arose out of or was based upon information regarding the Indemnitee or
its plan of distribution which was furnished in writing to the Company by the
Indemnitee for use therein, provided, further that the Company shall not be
liable to any person who participates as an underwriter in the offering or sale
of Registrable Shares or any other person, if any, who controls such underwriter
within the meaning of the Securities Act, in any such case to the extent that
any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission made in such
Registration Statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with information furnished in writing to the Company for use in connection with
the Registration Statement or the prospectus contained therein by such
Indemnitee or (ii) such Indemnitee's failure to send or give a copy of the final
prospectus furnished to it by the Company at or prior to the time such action is
required by the Securities Act to the person claiming an untrue statement or
alleged untrue statement or omission or alleged omission if such statement or
omission was corrected in such final prospectus. The obligations of the Company
under this Section 5 shall survive the completion of any offering of Registrable
Shares pursuant to a Registration Statement under this Agreement or otherwise
and shall survive the termination of this Agreement.
6. Covenants of Holders. Each of the Holders hereby agrees (a) to
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cooperate with the Company and to furnish to the Company all such information in
connection with the preparation of the Registration Statement and any filings
with any state securities commissions as the Company may reasonably request, (b)
to the extent required by the Securities Act, to deliver or cause delivery of
the prospectus contained in the Registration Statement to any purchaser of the
shares covered by the Registration Statement from the Holder, (c) to notify the
Company of any sale of Registrable Shares by such Holder and (d) to indemnify
the Company, its officers, directors, employees, agents, representatives and
affiliates, and each person, if any, who controls the Company within the meaning
of the
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Securities Act, and each other person, if any, subject to liability because of
his connection with the Company, against any and all losses, claims, damages,
actions, liabilities, costs and expenses arising out of or based upon (i) any
untrue statement or alleged untrue statement of material fact contained in
either the Registration Statement or the prospectus contained therein, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if and to the extent
that such statement or omission arose out of or was based upon information
regarding the Holder or its plan of distribution which was furnished in writing
to the Company by the Holder for use therein. Notwithstanding the foregoing, (i)
in no event will a Holder have any obligation under this Section 6 for amounts
the Company pays in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder (which
consent shall not be unreasonably withheld) and (ii) the total amount for which
a Holder shall be liable under this Section 6 shall not in any event exceed the
aggregate proceeds received by him or it from the sale of the Holder's
Registrable Shares in such registration. The obligations of the Holders under
this Section 6 shall survive the completion of any offering of Registrable
Shares pursuant to a Registration Statement under this Agreement or otherwise
and shall survive the termination of this Agreement.
7. Suspension of Registration Requirement.
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(a) The Company shall promptly notify each Holder requesting registration
of, and confirm in writing, the issuance by the SEC of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose. The Company shall use reasonable efforts to obtain
the withdrawal of any order suspending the effectiveness of the Registration
Statement as soon as practicable.
(b) Notwithstanding anything to the contrary set forth in this Agreement,
the Company's obligation under this Agreement to use reasonable efforts to cause
the Registration Statement and any filings with any state securities commission
to be made or to become effective or to amend or supplement the Registration
Statement shall be suspended in the event and during such period pending
negotiations relating to, or consummation of, a transaction or the occurrence of
an event that would require additional disclosure of material information by the
Company in the Registration Statement or such filing (such circumstances being
hereinafter referred to as a "Suspension Event") that in the judgment of the
Board of Directors of the Company would make it impractical or unadvisable to
cause the Registration Statement or such filings to be made or to become
effective or to amend or supplement the Registration Statement, but such
suspension shall continue only for so long as such event or its effect is
continuing but in no event will that suspension exceed sixty (60) days. The
Company agrees not to exercise the rights set forth in this Section 7(b) more
than twice in any twelve month period. In the event any Holder requests
registration during a Suspension Event, the Company shall notify the Holder of
the existence of such Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement filed pursuant to Section 1 hereof
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agrees, if requested by the Company in the case of a nonunderwritten offering (a
"Nonunderwritten Offering") or if requested by the managing underwriter or
underwriters in an underwritten offering (an "Underwritten Offering,"
collectively with Nonunderwritten Offering, the "Offering"), not to effect any
public sale or distribution of any of the securities of the Company of any class
included in such Offering, including a sale pursuant to Rule 144 or Rule 144A
under the Securities Act (except as part of such Offering), during the 15-day
period prior to, and in the case of an Underwritten Offering during the 90-day
period (or such longer period as may be required by the managing underwriter or
underwriters) beginning on, the date of pricing of each Offering, to the extent
timely notified in writing by the Company or the managing underwriters; provided
in the case of a Nonunderwritten Offering the Company may make this request only
once during each six month period. Furthermore, notwithstanding anything to the
contrary set forth in this Agreement, the Company's obligation under this
Agreement to use reasonable efforts to cause the Registration Statement and any
filings with any state securities commission to be made or to become effective
or to amend or supplement the Registration Statement shall be suspended in the
event and during such period as the Company is proceeding with an Underwritten
Offering if the Company is advised by the underwriters that the sale of
Registrable Shares under a Registration Statement would have a material adverse
effect on the Underwritten Offering.
8. Black-Out Period. Following the effectiveness of the Registration
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Statement and the filings with any state securities commissions, the Holders
agree that they will not effect any sales of the Registrable Shares pursuant to
the Registration Statement or any such filings at any time after they have
received notice from the Company to suspend sales (i) as a result of the
occurrence or existence of any Suspension Event, (ii) during any Offering if the
Company or the managing underwriter has requested the Holders to not effect
public sales under Section 7(c), or (iii) so that the Company may correct or
update the Registration Statement or such filing pursuant to Section 2(c) or
2(d). The Holder may recommence effecting sales of the Registrable Shares
pursuant to the Registration Statement or such filings following further notice
to such effect from the Company, which notice shall be given by the Company not
later than five (5) business days after the conclusion of any such Suspension
Event or Offering. The Company will extend the period any Registration Statement
must remain effective by the number of days during which Holders must suspend
sales under this Section 8.
9. Additional Shares. The Company, at its option, may register, under
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any registration statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued shares of Common Stock
or any shares of Common Stock owned by any other shareholder or shareholders of
the Company.
10. Contribution. If the indemnification provided for in Sections 5 and 6
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is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages,
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actions, liabilities, costs or expenses in such proportion as is appropriate to
reflect the relative fault of the Company, on the one hand, and the Holder, on
the other hand, in connection with the statements or omissions which resulted
in such losses, claims, damages, actions, liabilities, costs or expenses as well
as any other relevant equitable considerations. The relative fault of the
Company, on the one hand, and of the Holder, on the other hand, shall be
determined by reference to, among other factors, whether the untrue or alleged
untrue statement of a material fact or omission to state a material fact
relates to information supplied by the Company or by the Holder and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; provided, however, that in no event shall
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the obligation of any indemnifying party to contribute under this Section 10
exceed the amount that such indemnifying party would have been obligated to pay
by way of indemnification if the indemnification provided for under Sections 5
or 6 hereof had been available under the circumstances.
The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 10 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
11. No Other Obligation to Register. Except as otherwise expressly
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provided in this Agreement, the Company shall have no obligation to the Holders
to register the Units or the Registrable Shares under the Securities Act.
12. Amendments and Waivers. The provisions of this Agreement may not be
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amended, modified or supplemented without the prior written consent of the
Company and Holders holding in excess of 50% of the Registrable Shares.
13. Notices. Except as set forth below, all notices and other
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communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company at the following
address and to the Holder at the address set forth on his or her signature page
to this Agreement (or at such other address for any party as shall be specified
by like notice, provided that notices of a change of address shall be effective
only upon receipt thereof), and further provided that in case of directions to
amend the Registration Statement pursuant to Section 2(b) or Section 6, a Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:
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If to the Company: Patriot American Hospitality, Inc.
0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx
Chief Executive Officer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
With a copy to:
Xxxxxxx, Xxxxxxx & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, P.C.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
In addition to the manner of notice permitted above, notices given pursuant to
Sections 1, 7 and 8 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.
14. Successors and Assigns. This Agreement shall be binding upon and inure
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to the benefit of the successors and assigns of the Company. This Agreement may
not be assigned by any Holder except to a constituent partner or shareholder of
such Holder which is an accredited investor and any attempted assignment hereof
by any Holder will be void and of no effect and shall terminate all obligations
of the Company hereunder with respect to such Holder.
15. Counterparts. This Agreement may be executed in any number of
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counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
16. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the Commonwealth of Virginia applicable to contracts
made and to be performed wholly within said Commonwealth.
17. Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.
18. Entire Agreement. This Agreement is intended by the parties as a final
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expression of their agreement and intended to be the complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties, or undertakings, other than those set
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forth or referred to herein, with respect to such subject matter. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
PATRIOT AMERICAN HOSPITALITY, INC.
/s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
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Registration Rights Agreement
Holder Signature Page
HOLDERS
The Xxxxxx Xxxxxxx Real Estate Fund, L.P.
By: MSREF I, L.L.C., its general partner
By: Xxxxxx Xxxxxxx Real Estate Fund, Inc.,
its MS Member
By:/s/ Xxxxxxxxx X. Xxxxxx
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Its: Vice President
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MS California Corporation
By:/s/ Xxxxxxxxx X. Xxxxxx
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Its: Vice President
-------------------------------------
MS Colorado Corporation
By:/s/ Xxxxxxxxx X. Xxxxxx
--------------------------------------
Its: Vice President
-------------------------------------
/s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------------
Name:
Address for Notice:
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
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EXHIBIT A
[Date]
FORM OF AUTHORIZING CERTIFICATE
Each of the undersigned Holders, together holding at least twenty-five
percent (25%) of the aggregate number of all of the Holders' Registrable
Shares, hereby certifies that:
1. Such Holder's name is set forth below, and the number of
Registrable Shares held by such Holder and the number of
Registrable Shares, if different, such Holder would like to have
registered is set forth opposite such Holder's name.
Number of Number of Registrable
Name Registrable Shares Shares Desired to be Registered
---- ------------------ -------------------------------
2. Such Holder is requesting the registration of only those shares
of Common Stock received by such Holder upon the redemption of
its Units pursuant to the Contribution Agreement.
EXECUTED as of the date set forth above.
[Signatures of Holders]
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