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PROXY AGREEMENT
PROXY AGREEMENT, dated as of April 14, 1997 (this "Agreement"), among
Patriot American Hospitality, Inc., a Virginia corporation ("Patriot"), CF
Securities, L.P., a Texas limited partnership ("Family Securities" or the
"Principal Stockholder") and Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X.
Xxxxxxx and Xxxxxxx X. Xxxxxx, Xx. (the "Management Stockholders"and, together
with the Principal Stockholder, the "Stockholders" and each a "Stockholder"),
and Wyndham Hotel Corporation, a Delaware corporation ("Wyndham").
WHEREAS, as of the date hereof each Stockholder owns (either
beneficially or of record), or in the case of the Trust Shares, has the right
to vote the number of shares of common stock, par value $.01 per share (the
"Wyndham Stock"), of Wyndham set forth on Exhibit A hereto (all such shares and
any shares of Wyndham hereafter acquired by the Stockholders prior to the
termination of this Agreement being referred to herein as the "Shares"); and
WHEREAS, Patriot, California Jockey Club, a Delaware corporation ("CJC")
and Bay Xxxxxxx Operating Company, a Delaware corporation ("OPCO") have entered
into an Agreement and Plan of Merger, dated as of February 24, 1997 (the
"Business Combination Agreement"), which provides, upon the terms and subject
to the conditions thereof, for the merger of Patriot with and into CJC (the
"CJC Merger") (the term "Patriot" shall mean "CJC" from and after the time the
CJC Merger becomes effective); and
WHEREAS, Family Securities and Patriot are entering into a Stock
Purchase Agreement dated as of the date hereof (the "Stock Purchase
Agreement"), which provides for Family Securities to sell Shares to Patriot and
OPCO; and
WHEREAS, Patriot and Wyndham are entering into an Agreement and Plan of
Merger, dated as of the date hereof (as the same may be amended from time to
time, the "Merger Agreement"), which provides, upon the terms and subject to
the conditions thereof, for the merger of Wyndham with and into CJC as
successor by merger to Patriot (the "Merger"); and
WHEREAS, as a condition to the willingness of Patriot to enter into the
Merger Agreement, Patriot has requested that each Stockholder agree, and, in
order to induce Patriot to enter into the Merger Agreement each such
Stockholder is willing to agree, to grant Patriot an irrevocable proxy to vote
the Shares pursuant to the terms and conditions hereof; and
WHEREAS, the Shares are subject to the provisions of a Stockholders'
Agreement, dated May 24, 1996 among Wyndham and the stockholders named therein
(the "Stockholders' Agreement"), certain of the Shares of the Management
Stockholders are subject to existing pledge agreements (the "Pledge
Agreements") as described in Exhibit B hereto and certain of the other Shares
of the Management Stockholders (the "Trust Shares") are held in trust pursuant
to the trust documents (the "Trusts") described in Exhibit C hereto (the
Stockholders' Agreement, the Pledge Agreements and the Trusts are hereinafter
collectively referred to as the "Existing Restrictions").
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NOW, THEREFORE, in consideration of the promises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, the
parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Each Stockholder hereby severally represents and warrants to Patriot as
follows:
SECTION 1.01. Due Authority. Such Stockholder has full power,
corporate or otherwise, and authority to execute and deliver this Agreement and
to perform its obligations hereunder. This Agreement has been duly executed
and delivered by or on behalf of such Stockholder and, assuming its due
authorization, execution and delivery by Patriot, constitutes a legal, valid
and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms.
SECTION 1.02. No Conflict; Consents. (a) The execution and delivery of
this Agreement by such Stockholder do not, and the performance by such
Stockholder of the obligations under this Agreement and the compliance by such
Stockholder with any provisions hereof do not and will not, (i) conflict with
or violate any law, statute, rule, regulation, order, writ, judgment or decree
applicable to such Stockholder or such Stockholder's Shares, (ii) conflict with
or violate the Stockholder's charter, bylaws, partnership agreement or other
organizational documents, if applicable, or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of such Stockholder's Shares pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Stockholder is a party or by which
such Stockholder or such Stockholder's Shares are bound.
(b) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority by such
Stockholder except for applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended, and except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, could not prevent or delay the performance by such Stockholder
of his or her obligations under this Agreement in any material respect.
(c) Such Stockholder is not, and will not be during the Proxy
Term (as hereinafter defined), in violation of or default under any of the
Pledge Agreements or any
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related agreements, and no other person or entity has or will have during the
Proxy Term any right directly or indirectly to vote or control or affect the
voting of the Shares.
SECTION 1.03. Title to Shares. (a) Such Stockholder is the record or
beneficial owner of such Stockholder's Shares (or in the case of the Trust
Shares, has the full and complete right to vote, acting alone) free and clear
of any proxy or voting restriction (other than those provided in the
Stockholders' Agreement, all of which have been waived with respect to, and are
not applicable to, the actions and transactions contemplated by this
Agreement). The Shares set forth opposite such Stockholder's name on Exhibit A
hereto constitute all of the shares of Wyndham Stock owned of record or
beneficially by such Stockholder.
(b) Such Stockholder has, and during the Proxy Term will have
(except as a result of transfers permitted by Section 2.01), sole power of
disposition with respect to all of the Shares, subject to the Existing
Restrictions, and the sole voting power with respect to the matters (other than
the provisions in the Stockholders' Agreement with respect to the election of
directors, all of which provisions have been waived with respect to, and are
not applicable to, the actions and transactions contemplated by this Agreement)
set forth in Article II hereof with respect to all of the Shares.
SECTION 1.04. No Encumbrances. Such Stockholder's Shares and the
certificates representing such Shares are now and at all times during the Proxy
Term hereof (except as a result of transfers permitted by Section 2.01) will be
held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, the pledgees under the Pledge Agreements or the trustees under the
Trusts, free and clear of all proxies, voting trusts and voting agreements,
understandings or arrangements providing for any right on the part of any
person other than such Stockholder to vote such Shares (other than those
provided in the Stockholders' Agreement, all of which have been waived with
respect to, and are not applicable to, the actions and transactions
contemplated by this Agreement) and, subject to the Existing Restrictions, free
and clear of all liens, claims, security interests and any other encumbrances
whatsoever except any such encumbrances or proxies arising under this
Agreement.
SECTION 1.05. Acknowledgment of Reliance. Such Stockholder understands
and acknowledges that Patriot is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
SECTION 1.06. Brokers. Patriot shall not be obligated or otherwise
liable for any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of any Stockholder.
Patriot hereby represents and warrants to each Stockholder as follows:
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SECTION 1.07. Due Authority. Patriot has full power, corporate or
otherwise, and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed and delivered
by or on behalf of Patriot and, assuming its due authorization, execution and
delivery by each Stockholder and Wyndham, constitutes a legal, valid and
binding obligation of Patriot, enforceable against Patriot in accordance with
its terms.
SECTION 1.08. No Conflict; Consents. (a) The execution and delivery of
this Agreement by Patriot do not, and the performance by Patriot of the
obligations contemplated by this Agreement and the compliance by Patriot with
any provisions hereof do not and will not, (i) conflict with or violate any
law, statute, rule, regulation, order, writ, judgment or decree applicable to
Patriot, (ii) conflict with or violate Patriot's charter or bylaws or (iii)
result in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Patriot is a party or by
which Patriot is bound.
(b) The execution and delivery of this Agreement by Patriot do
not, and the performance of this Agreement by Patriot will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority by Patriot except for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, could not prevent or delay
the performance by Patriot of its obligations under this Agreement in any
material respect.
SECTION 1.09. Brokers. No Stockholder shall be obligated or otherwise
liable for any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by Patriot.
ARTICLE II
CERTAIN COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees with Patriot as follows:
SECTION 2.01. Transfer of Shares. Other than pursuant to the terms of
the Stock Purchase Agreement and as otherwise provided herein, during the Proxy
Term each Stockholder shall not hereafter (a) sell, tender, transfer, pledge,
encumber, assign or otherwise dispose of any of such Stockholder's Shares, (b)
deposit such Stockholder's Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares or grant any proxy or
power of attorney with respect thereto, (c) enter into any contract, option or
other arrangement or undertaking with respect to the direct or indirect sale,
transfer, pledge, encumbrance, assignment or other disposition of any Wyndham
Stock, or (d) take any
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action that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect or have the effect of preventing or
disabling such Stockholder from performing such Stockholder's obligations under
this Agreement; provided, however, that such Stockholder may transfer or pledge
any of such Stockholder's Shares to a person or entity with Patriot's prior
written consent, which consent shall not be unreasonably withheld, it being
understood that withholding consent shall not be unreasonable if, without
limitation, Patriot determines such transfer or pledge may eliminate or reduce
in any manner the certainty or likelihood of the Shares being voted as
contemplated by this Agreement for any reason, including without limitation the
financial condition, identity or location of the transferee or pledgee, any
applicable legal restrictions or any other reason; provided further that no
such transfer or pledge shall be made unless prior thereto the proposed
transferee or pledgee shall have entered into a written agreement with Patriot,
containing terms and conditions reasonably satisfactory to Patriot, in which
such transferee or pledgee shall agree to be bound by all the terms and
conditions of this Agreement.
SECTION 2.02. Voting of Shares; Further Assurances. (a) Each
Stockholder, by this Agreement, with respect to those Shares that such
Stockholder owns of record, does hereby constitute and appoint Patriot, or any
nominee of Patriot, with full power of substitution, during and for the Proxy
Term, as such Stockholder's true and lawful attorney and irrevocable proxy, for
and in such Stockholder's name, place and stead, to vote each of such Shares as
such Stockholder's proxy, at every meeting of the stockholders of Wyndham or
any adjournment thereof or in connection with any written consent of Wyndham's
stockholders, (i) in favor of the adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger
Agreement, (ii) against (x) any Acquisition Proposal, as that term is defined
in the Merger Agreement, and any proposal for any action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Wyndham under the Merger Agreement or which
could result in any of the conditions of Wyndham's obligations under the Merger
Agreement not being fulfilled and (y) any change in the directors of Wyndham,
any change in the present capitalization of Wyndham or any amendment to
Wyndham's certificate of incorporation or bylaws, any other material change in
Wyndham's corporate structure or business, or any other action which in the
case of each of the matters referred to in this clause (y) could reasonably be
expected to impede, interfere with, delay, postpone or materially adversely
affect the transactions contemplated by the Merger Agreement or the Stock
Purchase Agreement or the likelihood of such transactions being consummated,
and (iii) in favor of any other matter necessary for consummation of the
transactions contemplated by the Merger Agreement which is considered at any
such meeting of stockholders or in such consent, and in connection therewith to
execute any documents which are necessary or appropriate in order to effectuate
the foregoing or, at the request of Patriot, to permit Patriot to vote such
Shares directly. Each Stockholder further agrees to cause the Shares owned by
such Stockholder beneficially to be voted in accordance with the foregoing.
Each Stockholder intends this proxy to be irrevocable and coupled with an
interest during the Proxy Term and hereby revokes any proxy previously granted
by such Stockholder with respect to such Stockholder's Shares.
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(b) Each Stockholder hereby further agrees, with respect to
any Shares not voted pursuant to paragraph (a) above, that during the Proxy
Term, at any meeting of stockholders of Wyndham, however called, or in
connection with any written consent of Wyndham's stockholders, such Stockholder
shall vote (or cause to be voted) the Shares held of record or beneficially by
such Stockholder, except as specifically requested in writing by Patriot in
advance, (i) in favor of the adoption of the Merger Agreement and approval of
the Merger and the other transactions contemplated by the Merger Agreement,
(ii) against (x) any Acquisition Proposal, as that term is defined in the
Merger Agreement, and any proposal for any action or agreement that would
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of Wyndham under the Merger Agreement or which could
result in any of the conditions of Wyndham's obligations under the Merger
Agreement not being fulfilled or (y) any change in the directors of Wyndham,
any change in the present capitalization of Wyndham or any amendment to
Wyndham's certificate of incorporation or bylaws, any other material change in
Wyndham's corporate structure or business, or any other action which in the
case of each of the matters referred to in this clause (y) could reasonably be
expected to, impede, interfere with, delay, postpone or materially adversely
affect the transactions contemplated by the Merger Agreement or the Stock
Purchase Agreement or the likelihood of such transactions being consummated,
and (iii) in favor of any other matter necessary for consummation of the
transactions contemplated by the Merger Agreement which is considered at any
such meeting of stockholders or in such consent, and in connection therewith to
execute any documents which are necessary or appropriate in order to effectuate
the foregoing.
(c) Each Stockholder further agrees, with respect to any voting
securities of Patriot, CJC and OPCO held of record or beneficially by such
Stockholder or any affiliates of such Stockholder, that during the Proxy Term,
at any meeting of stockholders of Patriot, CJC or OPCO, however called, or in
connection with any written consent of Patriot's, CJC's or OPCO's stockholders,
such Stockholder shall vote (or cause to be voted) and cause its affiliates to
vote (or cause to be voted) such voting securities of, as applicable, Patriot,
CJC or OPCO (i) in favor of the adoption of the Business Combination Agreement
and the Merger Agreement and the other transactions contemplated by the
Business Combination Agreement and the Merger Agreement and any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement or the Business Combination Agreement which is considered at any such
meeting of stockholders or in such consent and (ii) against any matter which
could reasonably be expected to, impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement, the Stock Purchase Agreement or the Business Combination Agreement
or the likelihood of such transactions being consummated.
(d) For the purposes of this Agreement, "Proxy Term" shall
mean (A) with respect to the obligations of the Principal Stockholder
hereunder, the period from the execution of this Agreement until the earliest
of (w) the termination of the Merger Agreement pursuant to Section 10.1(h)
thereof, (x) the Effective Time, (y) the termination of the Merger Agreement
pursuant to Section 10.1(c) thereof or (z) thirty (30) days following a
termination of the Merger Agreement other than pursuant to Sections 10.1(c) or
10.1(h) thereof and
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(B) with respect to the obligations of the Management Stockholders hereunder,
the period from the execution of this Agreement until, in the case of any
termination of the Merger Agreement other than pursuant to Section 10.1(h) of
the Merger Agreement, the earliest of (i) thirty days after the date of any
such termination, (ii) the termination of the Merger Agreement pursuant to
Section 10.1(c) thereof or (iii) the Effective Time, and, in the case of any
termination pursuant to Section 10.1(h) of the Merger Agreement, December 7,
1997 if such termination occurs prior to November 7, 1997, or thirty (30) days
following the date of such termination if such termination occurs on or after
November 7, 1997.
(e) Each Stockholder agrees that such Stockholder will not
enter into any agreement or understanding with any person or entity or take any
action during the Proxy Term which will permit any person or entity to vote or
give instructions to vote the Shares in any manner inconsistent with the terms
of this Section 2.02. Each Stockholder further agrees to take such further
action and execute such other instruments as may be necessary to effectuate the
intent of this Agreement, including without limitation, any number of proxies
and other documents permitting Patriot to vote the Shares or to direct the
record owners thereof to vote the Shares in accordance with this Agreement.
SECTION 2.03. Certain Events. Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such Stockholder's
Shares and, subject to the Pledge Agreements, shall be binding upon any person
or entity to which legal or beneficial ownership of such Shares shall pass,
whether by operation of law or otherwise, including without limitation, if
applicable, such Stockholder's heirs, guardians, administrators or successors.
SECTION 2.04. No Solicitation. During the Proxy Term, no Stockholder
shall, nor, to the extent applicable to such Stockholder, shall it permit any
of its affiliates (other than Wyndham to the extent permitted by Section 8.1)
to, nor shall it authorize any partner, officer, director, advisor or
representative of, such Stockholder or any of its affiliates (other than
Wyndham to the extent permitted by Section 8.1) to, (i) solicit, initiate or
knowingly encourage the submission of, any inquiries, proposals or offers from
any person relating to an Acquisition Proposal, (ii) enter into any agreement
with respect to any Acquisition Proposal (other than Wyndham to the extent
permitted by Section 10.1(h)), or (iii) enter into or participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or take any other action to knowingly facilitate any inquiries
or the making of any proposal that constitutes, or would reasonably be expected
to lead to, an Acquisition Proposal.
SECTION 2.05. Stop Transfer. (a) Each Stockholder agrees with, and
covenants to, Patriot that such Stockholder may not request that Wyndham
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement. Each Stockholder
agrees, with respect to any Shares in certificated form, that such Stockholder
will tender to Wyndham, within twenty business days after the date hereof, the
certificates representing such Shares and Wyndham will inscribe upon such
certificates the following legend, which Patriot or Wyndham, as the case may
be, shall cause to be removed promptly
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following the Proxy Term: "The shares of Common Stock, par value $.01 per
share, of Wyndham Hotel Corporation (the "Company"), represented by this
certificate are subject to a Proxy Agreement dated as of April 14, 1997, and
may not be sold or otherwise transferred, except in accordance therewith.
Copies of such Agreement may be obtained at the principal executive offices of
the Company." Each Stockholder agrees that, within ten business days after the
date hereof, such Stockholder will no longer hold any Shares, whether
certificated or uncertificated, in "street name" or in the name of any nominee.
Pursuant to the Merger Agreement, Wyndham has agreed to notify its transfer
agent of the provisions set forth in this Section and each Stockholder agrees
to provide such documentation and to do such other things as may be required to
give effect to such provisions with respect to such Shares.
(b) Each Stockholder hereby agrees to deliver to Patriot, on
or prior to the Closing Date, a written agreement substantially in the form
attached as Exhibit A to the Merger Agreement.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Severability. If any term or other provision of this
Agreement is determined to be invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to
the extent possible.
SECTION 3.02. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.
SECTION 3.03. Amendments. This Agreement may not be modified, amended,
waived, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto; provided, however, that
Patriot may in writing waive or consent to a modification of any provision of
this Agreement with respect to any Stockholder without the agreement of any
other party hereto.
SECTION 3.04. Assignment. This Agreement shall not be assigned by
operation of law or otherwise, except in accordance with Section 2.01.
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SECTION 3.05. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and, after the CJC
Merger, CJC, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.
SECTION 3.06. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof or was otherwise breached.
It is accordingly agreed that the parties shall be entitled to specific relief
hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, in any state or federal court in
the State of Delaware, in addition to any other remedy to which they may be
entitled at law or in equity. Any requirements for the securing or posting of
any bond with respect to any such remedy are hereby waived.
SECTION 3.07. Governing Law; Jurisdiction and Venue. This Agreement
shall be governed by, and construed in accordance with, the internal laws of
the State of Delaware without regard to its rules of conflict of laws. The
parties hereto hereby irrevocably and unconditionally consent to and submit to
the exclusive jurisdiction of the courts of the State of Delaware and of the
United States of America located in such state (the "Delaware Courts") for any
litigation arising out of or relating to this Agreement and the transactions
contemplated hereby (and agrees not to commence any litigation relating thereto
except in such courts), waives any objection to the laying of venue of any such
litigation in the Delaware Courts and agrees not to plead or claim in any
Delaware Court that such litigation brought therein has been brought in any
inconvenient forum.
SECTION 3.08. Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
SECTION 3.09. Definitions. Terms used in this Agreement and not
otherwise defined herein shall have the meanings set forth in the Merger
Agreement.
SECTION 3.10. Directors and Officers. Notwithstanding anything herein
to the contrary, the covenants and agreements set forth herein shall not
prevent any of the Stockholders or their representatives or designees who are
serving on the Board of Directors of Wyndham or who are officers of Wyndham
from taking any action, subject to the applicable provisions of the Merger
Agreement, while acting in such capacity as a director or officer of Wyndham.
SECTION 3.11. Stockholders' Agreement Consent. To the extent that the
execution or performance of this Agreement or the actions and transactions
contemplated hereby conflict with or violate, or would in the future conflict
with or violate, the provisions of the Stockholders' Agreement, Wyndham and the
Stockholders hereby consent to the execution and
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delivery of this Agreement and comparable agreements with other stockholders of
Wyndham and the actions and transactions contemplated hereby and thereby and
agree that the provisions of this Agreement and those agreements shall control
and be deemed to supersede any such provisions in the Stockholders' Agreement.
SECTION 3.12. Exculpation. No Stockholder shall have any liability or
obligation whatsoever under or by reason of this Agreement (or a separate
similar agreement) because of a breach by any other stockholder of Wyndham of
its obligations hereunder or thereunder.
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{Signature Page to Proxy Agreement}
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ XXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman & CEO
CF SECURITIES, L.P.
By: Mill Spring Holdings, Inc.
its General Partner
By: /s/ XXXXXX X. XXXX
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
/s/ XXXXX X. XXXXXXXX
--------------------------------------------
Xxxxx X. Xxxxxxxx
THE XXXXXXXX DESCENDANTS TRUST
By: /s/ XXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Trustee
/s/ XXXXXX X. XXXXXXX
--------------------------------------------
Xxxxxx X. Xxxxxxx
THE XXXX XXXXXXX XXXXXXX TRUST
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
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THE XXXXXXX XXXXXXXX XXXXXXXXX TRUST
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
THE XXXXX XXXXXXXXX XXXXXXXXX TRUST
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
THE BROOKE XXXXXX XXXXXXX TRUST
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
/s/ XXXX X. XXXXXXX
--------------------------------------------
Xxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXXX, XX.
--------------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
WYNDHAM HOTEL CORPORATION
By: /s/ XXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
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EXHIBIT A
Number of Shares of
Name and Address Wyndham Stock Owned
of Stockholder by Stockholder
--------------------- --------------------------
CF Securities, L.P. 9,447,745
Xxxxx X. Xxxxxxxx 1,173,416
The Xxxxxxxx Descendants Trust 77,671
Xxxxxx X. Xxxxxxx 330,377
The Xxxx Xxxxxxx Xxxxxxx Trust 15,420
The Xxxxxxx Xxxxxxxx Xxxxxxxxx Trust 15,420
The Xxxxx Xxxxxxxxx Xxxxxxxxx Trust 15,420
The Brooke Xxxxxx Xxxxxxx Trust 15,420
Xxxx X. Xxxxxxx 380,151
Xxxxxxx X. Xxxxxx, Xx. 388,001
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EXHIBIT B
1) Pledge Agreement dated September 30, 1996 between Xxxxx X. Xxxxxxxx and
Xxxxx Xxxxxx Inc. with respect to 588,235 shares of Wyndham Stock.
2) Pledge Agreement dated September 30, 1996 between Xxxxxx X. Xxxxxxx and
Xxxxx Xxxxxx Inc. with respect to 117,647 shares of Wyndham Stock.
3) Pledge Agreement dated September 30, 1996 between Xxxxxxx X. Xxxxxx, Xx.
and Xxxxx Xxxxxx Inc. with respect to 117,647 shares of Wyndham Stock.
4) Pledge of 208,492 shares of Wyndham Stock by Xxxxx X. Xxxxxxxx in favor
of Wyndham in connection with Promissory Note dated March 20, 1996.
5) Pledge of 76,736 shares of Wyndham Stock by Xxxxxx X. Xxxxxxx in favor
of Wyndham in connection with Promissory Note dated March 20, 1996.
6) Pledge of 187,790 shares of Wyndham Stock by Xxxx X. Xxxxxxx in favor of
Wyndham in connection with Promissory Note dated March 20, 1996.
7) Pledge of 78,176 shares of Wyndham Stock by Xxxxxxx X. Xxxxxx, Xx. in
favor of Wyndham in connection with Promissory Note dated March 20,
1996.
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EXHIBIT C
1) The Xxxxxxxx Descendants Trust
2) The Xxxx Xxxxxxx Xxxxxxx Trust
3) The Brooke Xxxxxx Xxxxxxx Trust
4) The Xxxxxxx Xxxxxxxx Xxxxxxxxx Trust
5) The Xxxxx Xxxxxxxxx Xxxxxxxxx Trust
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