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EXHIBIT 99.1
AMENDED AND RESTATED AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on March 25, 1998, by and
among Mill Spring Holdings, Inc., a Texas corporation, The Xxxxxxxx Xxxx 1994
Revocable Trust, a Texas trust, G-1 Securities, L.P., a Delaware limited
partnership, G-2 Securities, L.P., a Delaware limited partnership, G-3
Securities, L.P., a Delaware limited partnership, CFH Capital Resource, L.P., a
Texas limited partnership, CFHS, L.L.C., a Delaware limited liability company,
Crow Family, Inc., a Texas corporation, and Xxxxxx X. Xxxx, (collectively
referred to herein as the "FILING PARTIES").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "ACT"), requires that, when a Schedule 13D is filed on
behalf of more than one person, an agreement be executed and filed as an
exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on
behalf of all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the paired shares of common stock, $.01 par value per share, of
Patriot American Hospitality, Inc., a Delaware corporation, and common stock,
$.01 par value per share, of Wyndham International, Inc. (formerly known as
Patriot American Hospitality Operating Company), a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to
Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible
to use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy
of the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13d, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party.
Any assignment in violation of the foregoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each
of which shall be deemed to be an original copy hereof.
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IN WITNESS WHEREOF, each of the undersigned has hereby executed this
Amended and Restated Agreement Among Filing Parties as of the date or dates
indicated below.
DATED: March 25, 1998 MILL SPRING HOLDINGS, INC.
By: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
DATED: March 25, 1998 THE XXXXXXXX XXXX 1994 REVOCABLE TRUST
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Trustee
DATED: March 25, 1998 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: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
DATED: March 25, 1998 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: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
[Signature Page - Amended and Restated Agreement Among Filing Parties -
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DATED: March 25, 1998 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: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
DATED: March 25, 1998 CFH CAPITAL RESOURCES, L.P., a Texas 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: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
DATED: March 25, 1998 CFHS, L.L.C., a Delaware limited liability
company
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
DATED: March 25, 1998 CROW FAMILY, INC., a Texas corporation
By: /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Vice President
DATED: March 25, 1998 /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
[Signature Page - Amended and Restated Agreement Among Filing Parties -
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