RECITALS --------Voting Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
EXHIBIT 10.31 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation
EXHIBIT 10.42 HOSPITALITY ADVISORY, ASSET MANAGEMENT AND SUPPORT SERVICES AGREEMENTServices Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
CONTRIBUTION AGREEMENT ---------------------- AND SECOND AMENDMENT TO ----------------------- AGREEMENT OF LIMITED PARTNERSHIP -------------------------------- This CONTRIBUTION AGREEMENT AND SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the...Contribution Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
VOTING AGREEMENTVoting Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF CHCI..........................17 Section 3.01. Making of Representations and Warranties; Certain Definitions.....................................................17 Section 3.02. Organization and Corporate...Agreement and Plan of Merger • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
EXHIBIT 10.37 OPTION AGREEMENT BY AND AMONG PATRIOT AMERICAN HOSPITALITY PARTNERSHIP, L.P.Option Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Texas
EXHIBIT 2.3 SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement"), dated as of November 3, 1997, is entered into by and between Wyndham Hotel Corporation, a Delaware corporation ("Wyndham") and Patriot American Hospitality Operating...Subscription Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
Exhibit 10.39 ================================================================= =============== AGREEMENT AND PLAN OF MERGER by and among PATRIOT AMERICAN HOSPITALITY OPERATING COMPANYAgreement and Plan of Merger • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
FORM OF COOPERATION AGREEMENT betweenCooperation Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
AGREEMENT OF LIMITED PARTNERSHIP OFPatriot American Hospitality Operating Co\de • November 10th, 1997 • Services-racing, including track operation • Delaware
EXHIBIT 10.2(3) Patriot American Hospitality Operating Partnership, L.P. Second Amendment to Agreement of Limited Partnership This Second Amendment is made as of September 30, 1997 by Patriot American Hospitality Operating Company, a Delaware...Patriot American Hospitality Operating Co\de • November 10th, 1997 • Services-racing, including track operation
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...Proxy Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation
EXHIBIT 10.21 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the 14th day of April, 1997, between Patriot American Hospitality, Inc., a Virginia corporation ("Patriot"), and Anne L. Raymond...Executive Employment Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Texas
EXHIBIT 10.1(4) Patriot American Hospitality Partnership, L.P. Third Amendment to Second Amended and Restated Agreement of Limited Partnership This Third Amendment is made as of July 1, 1997 by PAH GP, Inc., a Delaware corporation, as general partner...Patriot American Hospitality Operating Co\de • November 10th, 1997 • Services-racing, including track operation
EXHIBIT 10.9 STANDSTILL AGREEMENT -------------------- This STANDSTILL AGREEMENT, dated as of April 14, 1997 (this "Agreement"), is by and among Patriot American Hospitality, Inc., a Virginia corporation ("Patriot") and CF Securities, L.P., a Texas...Standstill Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Delaware
EXHIBIT 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the 14th day of April, 1997, between Patriot American Hospitality, Inc., a Virginia corporation ("Patriot"), and Stanley M. Koonce, Jr....Executive Employment Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation • Texas
as of April 14, 1997 Wyndham Management Corporation 2001 Bryan Tower, Suite 2300 Dallas, TX 75201 Patriot American Hospitality, Inc. Tri-West Plaza 3030 LBJ Freeway Suite 1500 Dallas, Texas 75234 Re: Management Agreement dated May 10, 1995 (the...Patriot American Hospitality Operating Co\de • November 10th, 1997 • Services-racing, including track operation
This letter is to confirm our agreement with respect to the proposed amendment to the Management Agreement, the making of a loan to fund the cost of certain renovations to the Anatole Hotel and the granting of a right of first offer with respect to the Anatole Hotel on terms materially in accordance with those outlined on Schedule A attached hereto (collectively, the "Amendment"). I agree to use all commercially reasonable and good faith efforts to cause DMC Devco, Inc. to cause Lessee to approve and enter into the Amendment and to obtain the consents thereto of the mortgagees of the Anatole Hotel, the partners of Anatole Partners (the ground lessor of the Anatole Hotel), and the other managers of DMC Devco, Inc., which consents to my knowledge constitute all of the consents required to be obtained to effect the Amendment.
EXHIBIT 10.18 REVOCABLE PROXY --------------- The undersigned agrees to, and hereby grants to Patriot American Hospitality, Inc. (the "Company"), a proxy with full power of substitution to vote, or to execute and deliver written consents or otherwise...Patriot American Hospitality Operating Co\de • November 10th, 1997 • Services-racing, including track operation
The undersigned agrees to, and hereby grants to Patriot American Hospitality, Inc. (the "Company"), a proxy with full power of substitution to vote, or to execute and deliver written consents or otherwise act with respect to, the 100 shares of common stock, par value $.01 per share (the "Common Stock"), of Wyndham Hotel Corporation ("Wyndham") he owns beneficially or of record, as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, (i) in favor of the adoption of the Merger Agreement, dated as of April 14, 1997, by and between the Company and Wyndham (the "Merger Agreement") and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other
FORM OF CAPITAL CONTRIBUTION AND LOAN COMMITMENT AGREEMENTLoan Commitment Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation
April 14, 1997 Patriot American Hospitality, Inc. c/o Goodwin Procter & Hoar, LLC Exchange Place Boston, MA Dear Sir, Reference is made to the Merger Agreement dated the date hereof (the "Merger Agreement") between Patriot American Hospitality, Inc....Patriot American Hospitality Operating Co\de • November 10th, 1997 • Services-racing, including track operation • Delaware
This letter agreement shall terminate on the same date as the date of the termination of the "Proxy Term," as that term is defined in Section 2.02(d) of the Proxy Agreement dated the date
EXHIBIT 4.2 AMENDMENT NO. 2 TO PAIRING AGREEMENT THIS AMENDMENT is made as of July 1, 1997 to the Pairing Agreement dated as of February 17, 1983 and amended as of February 18, 1988 (the "Pairing Agreement") between CALIFORNIA JOCKEY CLUB (formerly...Pairing Agreement • November 10th, 1997 • Patriot American Hospitality Operating Co\de • Services-racing, including track operation
