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 limited partnership
("Family Securities").
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", when used in a post-CJC Merger context, shall mean
"CJC");
WHEREAS, Wyndham Hotel Corporation, a Delaware corporation ("Wyndham"),
will after the CJC Merger merge with and into Patriot pursuant to an Agreement
and Plan of Merger dated the date hereof (the "Merger Agreement");
WHEREAS, pursuant to the terms of a Stock Purchase Agreement of even
date herewith (the "Stock Purchase Agreement") between Patriot and Family
Securities, Patriot plans to issue, and upon such issuance Family Securities
will be the beneficial owner of, paired shares (the "Paired Shares") of Common
Stock, par value $.01 per share, of Patriot and Common Stock, par value $.01 per
share, of OPCO, and shares of unpaired Series A Preferred Stock, par value $.01
per share, of Patriot (the "Unpaired Shares"); and
WHEREAS, as a condition to the consummation of the merger (the "Merger")
of Wyndham into Patriot and in connection with the issuance to Family Securities
of Paired Shares and Unpaired Shares pursuant to the Stock Purchase Agreement,
Patriot desires that Family Securities make certain representations, warranties,
covenants and agreements as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Merger Agreement and the Stock Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows;
Section 1. Representations.
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(a) Binding Agreement. Family Securities hereby represents and warrants
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that this Agreement has been duly authorized, executed and delivered by Family
Securities, and is a valid and binding obligation of Family Securities,
enforceable against Family Securities in accordance with its terms.
(b) Share Ownership of Family Securities. Family Securities hereby
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represents and warrants that as of the date hereof (i) Family Securities and the
Affiliates are the beneficial owners of the number of shares of common stock of
Wyndham and Patriot and of the Paired Shares of Patriot and OPCO, respectively,
and of the Patriot OP Units and OPCO OP Units (as defined below) set forth
opposite Family Securities' or Affiliate's name on Exhibit A hereto; Family
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Securities hereby represents, warrants and covenants that Family Securities and
the Affiliates will not acquire any other securities issued by any of such
entities, or convertible into the equity securities of any such entities, after
the execution hereof and prior to the effective time of the Merger except
pursuant to the terms of the Merger Agreement, the Stock Purchase Agreement,
stock plans for directors of Wyndham and transfers among Family Securities and
the Affiliates (to the extent permitted by the Stock Purchase Agreement); the
paired shares of Patriot and OPCO and any other equity securities of Patriot
received by Family Securities and the Affiliates pursuant to the Merger
Agreement or the Stock Purchase Agreement are hereinafter collectively referred
to as the "Shares"; (ii) Family Securities and the Affiliates own beneficially
and of record the Shares, the limited partnership units in Patriot American
Hospitality Partnership, L.P., a Delaware limited partnership ("Patriot OP"), or
a successor thereto (the "Patriot OP Units") and the limited partnership units
in Patriot American Hospitality Operating Partnership, L.P., a Delaware limited
partnership ("OPCO OP"), or a successor thereto (the "OPCO OP Units" and,
together with Patriot OP Units, the "OP Units") set forth on Exhibit A hereto
---------
free and clear of any liens, restrictions, encumbrances or claims of any kind
other than any that may be deemed to arise as a result of the Stockholder's
Agreement dated as of May 24, 1996 among Wyndham and certain Wyndham
stockholders signatory thereto; and (iii) except for the Shares and the OP
Units, neither Family Securities nor any of the Affiliates owns any voting
securities, or any securities convertible into or exchangeable for any voting
securities or which, upon redemption thereof could result in Family Securities
or any of the Affiliates receiving any voting securities, or options, warrants,
contractual rights or other rights of any kind to acquire or vote any voting
securities, of Patriot, OPCO, Patriot OP or OPCO OP (collectively, and together
with the Shares, the OP Units and any voting securities, or any securities
convertible into or exchangeable for, or which upon redemption thereof could
result in Family Securities receiving, any voting securities, or options,
warrants, contractual rights or other rights of any kind to acquire or vote any
voting securities, of Patriot, OPCO, Patriot OP or OPCO OP which may be issued
or granted or which become outstanding hereafter, the "Stock"). For purposes of
this Agreement, the term "Affiliate" means each of Xxxxxxxx or Xxxxxxxx Xxxx,
any lineal descendant of Xxxxxxxx and Xxxxxxxx Xxxx, any of their spouses or any
trust of which greater than 50% of the beneficial interests are held by Xxxxxxxx
or Xxxxxxxx Xxxx or such lineal descendants or such spouses, or any partnership,
corporation or other entity of which greater than 50% of the outstanding equity
interests are owned or otherwise controlled by, directly or indirectly, one or
more of any of Xxxxxxxx or Xxxxxxxx Xxxx, such descendants or such spouses.
For the purposes of this Agreement, beneficial ownership shall be
determined pursuant to Rule 13d-3 ("Rule 13d-3") promulgated by the Securities
and Exchange Commission (the "SEC") pursuant to the Exchange Act.
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Section 2. Confidential Information.
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Family Securities acknowledges that Patriot has previously made
available to Family Securities certain information concerning the business,
financial condition, operations, assets and liabilities of Patriot or OPCO (the
"Information"). Family Securities hereby agrees with Patriot that Family
Securities will treat such Information in accordance with the provisions of this
Agreement and to take or abstain from taking certain other actions as provided
in this Agreement. The term "Information" means any and all information
concerning Patriot or OPCO (whether prepared by Patriot, OPCO, any of their
respective advisors or otherwise and irrespective of the form of communication)
that was furnished to Family Securities or to any directors, officers,
employees, agents or advisors (including, without limitation, attorneys,
accountants, consultants, bankers and financial advisors) (collectively,
"Representatives") of Family Securities by or on behalf of Patriot or OPCO. In
addition, "Information" shall be deemed to include all notes, analyses,
compilations, studies, interpretations and other documents prepared by Family
Securities or any Representatives of Family Securities which contain, reflect or
are based upon, in whole or in part, any information furnished to Family
Securities or any Representatives of Family Securities. The term "Information"
does not include information which (a) is or becomes available to the public
generally (other than as a result of a disclosure by Family Securities or any
Representatives of Family Securities), or (b) becomes available to Family
Securities on a non-confidential basis from a source other than Patriot, OPCO or
any Representatives of Patriot or OPCO, provided that such source is not known
by Family Securities to be bound by a confidentiality agreement with or other
contractual, legal or fiduciary obligation of confidentiality to Patriot or OPCO
or any other person with respect to such information. In the event that Family
Securities is required by law to disclose a portion of the Information, it may
disclose such portion provided that Family Securities exercises its reasonable
best efforts to preserve the confidentiality of the Information, including,
without limitation, by cooperating with Patriot, at Patriot's expense, to obtain
an appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Information.
Family Securities agrees for the benefit of Patriot and OPCO that
neither Family Securities nor any Representative of Family Securities will use
any of the Information in any way that could reasonably be expected to be
detrimental to Patriot, OPCO or any of their respective stockholders. Family
Securities agrees that it will be responsible for any breach of any of the
provisions of this Agreement by any Representatives of Family Securities, and
Family Securities agrees, at its expense, to use its reasonable best efforts to
restrain its Representatives from prohibited or unauthorized disclosure or use
of the Information (including, without limitation, the initiation of court
proceedings).
Section 3. Acquisition and Disposition of Stock.
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(a) Family Securities hereby covenants and agrees that from and after
the effective date hereof neither Family Securities nor any of the Affiliates
will, without the prior written consent of Patriot specifically expressed in a
vote adopted after the Merger by the Board of Directors of
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Patriot (the "Board"), directly or indirectly, purchase or cause to be purchased
or otherwise acquire (other than pursuant to a stock split, stock dividend or
similar transaction, or for Board members, pursuant to a plan of Patriot and/or
OPCO) or agree to acquire, or become or agree to become the beneficial owner of,
any additional Stock, provided, however, this Agreement shall not otherwise
prohibit (i) the conversion of one form of Stock into another form of Stock,
(ii) the purchase by Family Securities or any Affiliate of a number of Paired
Shares limited in the aggregate to the number of shares necessary to cover their
short positions in Paired Shares created after the Merger, provided that the
short sale creating such short position was not created in breach of this
Agreement and provided that at no time do or will any such sales or purchases
taken together result in an increase in the beneficial ownership of Stock by
Family Securities or the Affiliates, or violate or be prohibited by the
certificate of incorporation of either Patriot or OPCO, or (iii) the acquisition
by Family Securities or any Affiliate of Stock as consideration for the transfer
of assets to Patriot or OPCO or any of their subsidiaries. Family Securities
agrees that neither Family Securities nor any Affiliates will, without the prior
written consent of the Board specifically expressed in a vote adopted by the
Board, directly or indirectly, transfer any shares of Stock now owned or
hereafter acquired by them, except for (i) transfers made pursuant to the
provisions of Section 3(b) below, (ii) transfers to Affiliates, or to charitable
remainder trusts, that agree in a written agreement with Patriot pursuant to
which such Transferee 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 (applied to such Transferee as if
such Affiliate were Family Securities for purposes thereof), this Agreement
(provided that Family Securities shall remain liable under and bound by this
Agreement, in its entirety, with respect to all such transferred Stock; and
provided further that such Transferee at the same time enters into a voting
agreement, indentical in substance to the voting agreement between Family
Securities and Patriot dated the date of this Agreement, with Patriot), (iii)
bona fide pledges to financial institutions, such as commercial or investment
banks, broker/dealers, insurance companies and finance companies and resales
thereof by the pledgees thereof pursuant to the terms of the applicable pledge
agreements, (iv) gifts to charitable institutions, (v) transfers pursuant to a
publicly announced tender offer for any shares of Stock by any corporation,
entity, person or group (other than Family Securities or the Affiliates) which
the Board has voted to recommend to holders of any shares of Stock, (vi)
transfers effected pursuant to a registration statement filed pursuant to a
registration rights agreement with Patriot or OPCO, (vii) open market sales of
not more than (A) 1.0% of the outstanding Paired Shares or (B) 1.0% of the
outstanding Unpaired Shares or (C) 1.0% of the outstanding shares of any other
class or series of Stock, respectively, in any thirty (30) day period
(calculated in the aggregate with respect to all sales by Family Securities and
the Affiliates, other than sales made pursuant to any of clauses (i) through
(vi) of this Section 3(a)) effected in accordance with the "brokers'
transactions" restrictions of subsections (f) (excluding the last sentence
thereof) and (g) of Rule 144 promulgated under the Securities Act of 1933, as
amended. For purposes of this Agreement, "transfer" shall mean and include any
sale, assignment, gift, pledge, the imposition of any other encumbrance or any
other disposition or any agreement or obligation to do any of the foregoing.
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(b) If Family Securities or any Affiliate desires to sell any shares of
Stock (a "Selling Stockholder") (other than pursuant to clauses (ii) through
(vii) of Section 3(a) hereof), the following requirements shall be satisfied:
(i) The Selling Stockholder shall notify Patriot in writing of
the proposed sale (the "Notice of Proposed Transfer"). The Notice of Proposed
Transfer shall identify and, to the extent known by the Selling Stockholder,
provide reasonable information concerning the background, business experience
and business affiliations of the proposed transferee (the "Transferee"), the
purchase price or other consideration, if any, the number of shares and type of
Stock to be transferred and the complete terms of the proposed transaction.
(ii) For a period of five (5) business days following the
receipt of the Notice of Proposed Transfer, Patriot and/or any substitute
Patriot(s) as designated by Patriot (Patriot and/or such substituted Patriot is
hereinafter sometimes called the "Buyer") shall have the option to purchase all,
but not less than all, the Stock specified in the Notice of Proposed Transfer at
the price and upon the terms set forth in the Notice of Proposed Transfer;
provided, however, that if the type of consideration that was to be paid was
non-cash consideration, then the amount payable by the Buyer for such Stock
shall be determined by an independent investment banker of national reputation
chosen by mutual agreement of Patriot and Family Securities; provided, further,
that the Selling Stockholder may revoke such offer at any time prior to the
acceptance of the offer. In the event that Buyer elects to purchase all, but not
less than all, of the Stock specified in the Notice of Proposed Transfer, it
shall give written notice to the Selling Stockholder of its election, in which
case settlement for said Stock shall be made and the Buyer shall purchase such
Stock for such price, in cash within five (5) business days after the date Buyer
sends such notice. In the event that Buyer elects not to purchase all of the
Stock specified in the Notice of Proposed Transfer, the Selling Stockholder may
consummate the proposed transfer of said Stock with the Transferee.
Section 4. Standstill Arrangements.
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Family Securities hereby agrees that, from and after the effective date
of this Agreement and prior to the Termination Date (as hereinafter defined),
neither Family Securities nor any of the Affiliates will, directly or
indirectly, or will solicit, request, advise, assist or encourage others,
directly or indirectly, to:
(a) form, join in or in any other way participate in a
"partnership, limited partnership, syndicate or other group" within the
meaning of Section 13(d)(3) of the Exchange Act with respect to shares
of Stock or deposit any Stock in a voting trust or similar arrangement
or subject any Stock to any voting agreement or pooling arrangement,
other than solely with one or more Affiliates with respect to the Shares
or pursuant to the Voting Agreement;
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(b) solicit proxies or written consents of shareholders with
respect to Stock under any circumstances, or make, or in any way
participate in, any "solicitation" of any "proxy" to vote any shares of
Stock, or become a "participant" in any election contest with respect to
Patriot or OPCO (as such terms are defined or used in Rules 14a-1 and
14a-11 under the Exchange Act);
(c) seek to call, or to request the call of, a special meeting of
the shareholders of Patriot or OPCO or seek to make, or make, a
shareholder proposal at any meeting of the shareholders of Patriot or
OPCO;
(d) commence or announce any intention to commence any tender
offer for any shares of Stock, or file with or send to the SEC a
Schedule 13D or any amendments thereto under the Exchange Act with
respect to Stock, except (x) the Schedule 13D to be filed with the SEC
in connection with the issuance to Family Securities of Paired Shares
and Unpaired Shares pursuant to the Stock Purchase Agreement (the
"Current Schedule 13D"), and (y) any amendment to the Current Schedule
13D to reflect changes to the disclosures set forth therein and exhibits
filed therewith, to the extent such changes result from actions that are
not prohibited by or inconsistent with this Agreement (such permitted
amendments and additional exhibits to the Current Schedule 13D being
referred to as the "Permitted Schedule 13D Amendments");
(e) make a proposal or bid with respect to, announce any intention
or desire to make, or publicly make or disclose, cause to be made or
disclosed publicly, facilitate the making public or public disclosure
of, any proposal or bid with respect to, the acquisition of any
substantial portion of the assets of Patriot, OPCO or of the assets or
stock of any of their respective subsidiaries or of all or any portion
of the outstanding Stock (except, Family Securities may file Permitted
Schedule 13D Amendments), or any merger, consolidation, other business
combination, restructuring, recapitalization, liquidation or other
extraordinary transaction involving Patriot, OPCO or any of their
respective subsidiaries;
(f) otherwise act alone (except, subject to the other provisions
of this Agreement, in such Affiliate's capacity as a director of Patriot
or OPCO at any meeting of the Board or the Board of Directors of OPCO)
or in concert with others (except, subject to the other provisions of
this Agreement, in concert with other directors of Patriot or OPCO in
their capacity as such at any meeting of the Board or the Board of
Directors of OPCO) to seek to control or influence in any manner the
management, the Board or the Board of Directors of OPCO (including the
composition thereof) or the business, operations or affairs of Patriot
or OPCO;
(g) take any action or form any intention which would require an
amendment to the Current Schedule 13D (other than amendments containing
only the Permitted Schedule 13D Amendments);
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(h) commence, join in or in any way participate in any action,
suit or proceeding of any kind (except in the case where such action,
suit or proceeding does not relate to this Agreement or the matters
referred to in this Section 4 or where Family Securities (i) is a
defendant in any such action, suit or proceeding, provided, however, that
such participation shall in every case be limited to the defense by
Family Securities of the allegations made or claims brought against
Family Securities pursuant to such action, suit or proceeding, provided,
further, that such participation may include counterclaims only if the
Patriot or OPCO, or any subsidiary, affiliate or division of Patriot or
OPCO, the Board or the Board of Directors of OPCO or the officers of
Patriot or OPCO with respect to their role as such, shall have previously
brought claims under this Agreement in such action, suit or proceeding or
(ii) is required, by subpoena, court order or otherwise, to respond to or
appear before the court in which such action, suit or proceeding has been
brought), or, directly or indirectly, support or encourage (as opposed to
cooperate with governmental authorities in connection with) any
administrative or investigative action or proceeding of any nature,
against, involving or relating to Patriot or OPCO, or any subsidiary,
affiliate or division of Patriot or OPCO, the Board or the Board of
Directors of OPCO, the officers of Patriot or OPCO, or any agent or
advisor of Patriot or OPCO (including, without limitation, attorneys,
accountants, bankers and financial advisors) with respect to its role as
such;
(i) arrange, or in any way participate in, any financing for any
transaction referred to in clauses (a) through (h) above inclusive; or
(j) make public, or cause or facilitate the making public
(including by disclosure to any journalist or other representative of the
media) of, any request, or otherwise seek (in any fashion that would
require public disclosure by Patriot, OPCO, Family Securities or
Affiliates), to obtain any waiver or amendment of any provision of this
Agreement, or to take any action restricted hereby.
Notwithstanding the foregoing, (i) Family Securities and the Affiliates,
if applicable, may make such filings with the SEC pursuant to Section 16(a) of
the Exchange Act to reflect changes in the beneficial ownership of any shares of
Stock of Family Securities or any Affiliate (to the extent such changes reflect
action taken by Family Securities or such Affiliate which is not prohibited by
this Agreement) and (ii) Family Securities may exercise its rights with respect
to the election of a director to the Board and to the Board of Directors of OPCO
pursuant to the Voting Agreements dated the date hereof by and among Patriot and
Family Securities.
Family Securities hereby covenants and agrees that Family Securities
will promptly notify Patriot when and if Family Securities receives or learns of
(i) any oral or written request to Family Securities or any of the Affiliates to
participate in any of the transactions or actions referred to in paragraphs (a)
through (i) above inclusive or (ii) any oral or written communication from or by
any person or entity (other than Patriot or OPCO) with respect to any of the
transactions or actions referred to in paragraphs (a) through (i) above
inclusive, if such person or entity could reasonably be deemed to be capable of
effecting, participating in or materially assisting in such an action or
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transaction (through one or more affiliates or otherwise) and such oral or
written communication was of a nature that could reasonably be deemed to
indicate a serious interest in effecting, participating in or materially
assisting in such an action or transaction.
Section 5. Termination.
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This Agreement shall terminate on the date (the "Termination Date")
which is eighteen (18) months following the first date on which any two of Xxxxx
X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxx X. Xxxxxxx no longer actively serve as
senior executive officers of Patriot and/or OPCO; provided, however, that the
provisions of Section 2 shall survive any such termination,
Section 6. Remedies.
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(a) Each party hereto hereby acknowledges and agrees that irreparable
harm would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were 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 such remedy are waived.
(b) 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 the State of Delaware for any
actions, suits or proceedings arising out of or relating to this Agreement, the
transactions contemplated hereby or any document referred to herein (and the
parties agree not to commence any action, suit or proceeding relating thereto
except in such courts), and further agree that service of any process, summons,
notice or document by U.S. registered mail to the respective addresses set
forth in Section 10 hereof shall be effective service of process for any such
action, suit or proceeding brought against any party in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of this agreement or the
transactions contemplated hereby, in the courts of the State of Delaware or the
United States of America located in the State of Delaware, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in any inconvenient forum.
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Section 7. Entire Agreement.
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This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and may be amended only by an agreement in
writing executed by the parties hereto.
Section 8. Headings.
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Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
Section 9. Number; Gender.
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Whenever the singular number is used herein, the same shall include the
plural where appropriate, and words of any gender shall include each other
gender where appropriate.
Section 10. Notices.
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All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and sent by U.S. registered
mail, return receipt requested:
if to Patriot:
Patriot American Hospitality, Inc.
0000 XXX Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: President
with a copy to:
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, P.C.
9
if to Family Securities:
CF Securities, L.P.
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxxxxx
with copies to:
Crow Family Holdings
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: M. Xxxxx Xxxxxx, Esq.
and:
Xxxxxx & Xxxxxx L.L.P.
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. XxXxxxx, Esq.
Section 11. Enforceability.
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If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. It is hereby stipulated and declared to be the
intention of the parties that the parties would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, void or unenforceable. In addition, the
parties agree to use their best efforts to agree upon and substitute a valid and
enforceable term, provision, covenant or restriction for any of such that is
held invalid, void or unenforceable by a court of competent jurisdiction.
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Section 12. Law Governing.
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This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without regard to any
conflict of laws provisions thereof.
Section 13. Binding Effect.
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This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto (and OPCO, from and after the date it executes this
Agreement) or their respective heirs, successors, executors, administrators and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
Section 14. Counterparts.
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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.
Section 15. No Presumption Against Draftsman.
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Each of the undersigned parties hereby acknowledges the undersigned
parties fully negotiated the terms of this Agreement, that each such party had
an equal opportunity to influence the drafting of the language contained in this
Agreement and that there shall be no presumption against any such party on the
ground that such party was responsible for preparing this Agreement or any part
hereof.
Section 16. Effective Date
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This Agreement shall become effective only when and if the Merger becomes
effective. While the representations and warranties contained in this Agreement
are made as of the date of this Agreement, there shall be no liability for
breach thereof unless the Merger becomes effective.
[END OF TEXT]
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{Signature Page to Standstill Agreement}
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or caused the same to be executed, under seal, individually or by its
duly authorized representative, as of the date first above written.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman and Chief Executive
Officer
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
AGREED TO:
PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman and Chief Executive Officer
Date: July 24, 1997
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