1
EXHIBIT 10.7
FORM OF
AGREEMENT TO BE BOUND BY
STANDSTILL AGREEMENT AND VOTING AGREEMENT
THIS AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING
AGREEMENT (this "Agreement") is made as of the ___ day of February, 1998, by
Patriot American Hospitality, Inc., a Delaware corporation ("Patriot"), Wyndham
International, Inc. (formerly known as Patriot American Hospitality Operating
Company), a Delaware corporation ("Wyndham International"), Mill Spring
Holdings, Inc., a Texas corporation ("Holdings"), G-1 Securities, L.P., a
Delaware limited partnership ("G-1"), G-2 Securities, L.P., a Delaware limited
partnership ("G-2"), G-3 Securities, L.P., a Delaware limited partnership
("G-3"), and The Xxxxxxxx Xxxx 1994 Revocable Trust (the "Trust").
RECITALS
WHEREAS, Patriot, CF Securities, L.P., a Texas limited partnership
("CF Securities"), and Wyndham International, are parties to a Standstill
Agreement dated as of April 14, 1997 (the "Standstill Agreement") and a Voting
Agreement of even date therewith (the "Voting Agreement"), each of which was
executed in connection with a Stock Purchase Agreement of even date therewith
(the "Stock Purchase Agreement") providing for the sale by CF Securities and
the purchase by Patriot of shares of common stock, par value $.01 per share, of
Wyndham Hotel Corporation, pursuant to which CF Securities received paired
shares of common stock, par value $.01 per share, of Patriot and shares of
common stock, par value $.01 per share, of Wyndham International ("Paired
Shares") and shares of Series A Preferred Stock, par value $.01 per share, of
Patriot ("Unpaired Shares");
WHEREAS, following the consummation of the transactions contemplated
by the Stock Purchase Agreement, CF Securities liquidated and in connection
therewith distributed to Holdings, X-0, X-0, X-0 and the Trust (collectively,
the "Distributees"), the Paired Shares and Unpaired Shares received by it
pursuant to the Stock Purchase Agreement;
WHEREAS, the Standstill Agreement places certain restrictions on
transfers of the Paired Shares and Unpaired Shares received by CF Securities
pursuant to the Stock Purchase Agreement but permits transfers to Affiliates
(as defined in the Standstill Agreement) such as the Distributees who (i)
execute an agreement with Patriot pursuant to which the Transferee (as defined
in the Standstill Agreement) agrees to be bound by all of the terms and
conditions of, and makes, as of a time immediately prior to such transfer, each
of the representations and warranties contained in the Standstill Agreement (as
if such Transferee were CF Securities for purposes thereof) and (ii) enter into
a voting agreement, identical in substance to the Voting Agreement, with
Patriot; and
WHEREAS, the Distributees wish to provide for the transfer by CF
Securities to the Distributees of Paired Shares and Unpaired Shares owned by CF
Securities in accordance with the terms of the Standstill Agreement;
2
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Distributees hereby agree as follows:
1. Agreement to Be Bound by Standstill Agreement. Effective
immediately upon the liquidation of CF Securities and the distribution by CF
Securities to the Distributees of all Paired Shares and Unpaired Shares then
owned by it (the "Transfers"), each of the Distributees shall be bound by all
of the terms and conditions of, and hereby makes, effective as of the time
immediately preceding such distribution, each of the representations and
warranties contained in (applied to such Distributee as if such Distributee
were CF Securities for purposes thereof and with Exhibit A to the Standstill
Agreement being deemed amended to reflect the receipt by CF Securities of
Paired Shares and Unpaired Shares in exchange for its shares of common stock,
par value $.01 per share, of Wyndham Hotel Corporation pursuant to the Stock
Purchase Agreement) the Standstill Agreement.
2. Agreement to Be Bound by Voting Agreement. Effective
immediately upon the Transfers, each of the Distributees shall be bound by all
of the terms and conditions of, and entitled to all of the benefits of, the
Voting Agreement, with the Distributees being considered collectively to be the
"Stockholder" for all purposes of the Voting Agreement.
3. Consent of Patriot and Wyndham International. Patriot and
Wyndham International hereby consent to the Transfers.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
-2-
3
IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement as of the date first above written.
PATRIOT AMERICAN HOSPITALITY, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
WYNDHAM INTERNATIONAL, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
MILL SPRING HOLDINGS, INC.
By:
------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
G-1 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
[Signature Page - Agreement to be Bound by Standstill Agreement and Voting
Agreement - Page 1 of 2]
4
G-2 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
G-3 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
THE XXXXXXXX XXXX 1994 REVOCABLE TRUST
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
[Signature Page - Agreement to be Bound by Standstill Agreement and Voting
Agreement - Page 2 of 2]
