Exhibit 99.7
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (this "Agreement") is entered into as of
January 16, 1997 by and between Patriot American Hospitality, Inc., a Virginia
corporation (the "Company") and Lyon RLP Investments Partnership, an Arizona
general partnership (the "Holder").
WHEREAS, the Holder is 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") issued without registration under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an
Agreement for Purchase and Sale of Resort Entities dated December 9, 1996 by and
between the general partners of the Holder and the Operating Partnership (the
"Purchase and Sale 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) On any two (2) occasions after January 16, 1998 until the earlier
of (i) the eighth 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, 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, (B) Common Stock sold pursuant to
Rule 144 under the Securities Act or (C) Common Stock eligible for sale pursuant
to Rule 144 under the Securities Act. 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") 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 or (c) the date which is six (6) 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.
(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
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Holders of at least 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
pursuant to the Purchase and Sale Agreement. Any Holder whose Registrable
Shares have become eligible for sale pursuant to Rule 144 promulgated under
the Securities Act 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, 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 any Registrable Shares
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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 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
or any transaction pursuant to Rule 145, or (iii) in connection with a rights
offering or a dividend reinvestment and share purchase plan offered exclusively
to existing holders of Common Stock), 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
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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 Shares
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 requested to be included in a registration pursuant to
piggyback registration rights are first excluded.
(c) Registration Statement Covering Issuance of Common Stock. In lieu of
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the registration rights set forth in Section 1(a) and 1(b) above, the Company
many, in its sole discretion, prior to the first date upon which the Units held
by the Holders may be redeemed (or such other date as may be required under
applicable provisions of the Securities Act) 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. 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 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 restored. 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
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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 (1) 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 the 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
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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
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the Company shall not be obligated to 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, and 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 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,
partners, trustees 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),
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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 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 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 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 to the Company by the Holder for use therein, or (ii) the
failure by the Holder to deliver or cause to be delivered the prospectus
contained in the Registration Statement (as amended or supplemented, if
applicable) furnished by the Company to the Holder to any purchaser of the
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shares covered by the Registration Statement from the Holder. 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 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 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 ninety (90) 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. If any Registration Statement is
suspended pursuant to this Section 7(b), the period during which the Company
agrees to use reasonable efforts to keep a Demand Registration Statement
continuously effective pursuant to Section 1(a) hereof shall be extended by the
number of days of such suspension and if such Registration Statement is
withdrawn, it shall not count as a Registration Statement for purposes of this
Agreement.
(c) Each holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement filed pursuant to Section 1 hereof 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 Nonuderwritten Offering, the "Offering"), not to effect any
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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 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. 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, 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. If sales are suspended
pursuant to Section 8, the period during which the Company agrees to use
reasonable efforts to keep a Demand Registration Statement continuously
effective pursuant to Section 1(a) hereof shall be extended by the number of
days of such suspension.
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
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6 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, 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,
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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,
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that in no event shall 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 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 make
such notice in writing by overnight express delivery with confirmation of
receipt:
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
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With a copy to:
Xxxxxxx, Procter & 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
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inure to the benefit of the successors and assigns of the Company. This
Agreement may not be assigned by any Holder and any attempted assignment hereof
by any Holder will be void and of no effect.
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
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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
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final 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 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.
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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
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
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Registration Rights Agreement
Holder Signature Page
Lyon RLP Investments Partnership
/s/ Xxx X. Xxxxx
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By: Xxx X. Xxxxx
Its: General Partner
Address for Notice:
00000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
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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
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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 Purchase and Sale Agreement.
EXECUTED as of the date set forth above.
[Signatures of Holders]
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