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Exhibit 10.2
VOTING AGREEMENT
This Voting Agreement, dated as of June 18, 1999 (this "Agreement"), is
among Interstate Hotels Corporation, a Maryland corporation ("Newco"), and the
shareholders of Newco named on the signature pages hereto (individually, a
"Shareholder" and collectively, the "Shareholders").
RECITALS:
A. On the date hereof, Patriot American Hospitality, Inc., a Delaware
corporation ("Patriot"), has distributed shares of Class A Common Stock, par
value $0.01 per share, of Newco (collectively with Newco's Class B Common Stock,
par value $0.01 per share, and Class C Common Stock, par value $0.01 per share,
"Newco Stock"), to certain of its securityholders; and
B. Upon consummation of such distribution and the transactions with the
counterparties to certain forward equity contracts to which Patriot is a party
(as described on Page 3 of the Information Statement/Prospectus filed with the
Securities and Exchange Commission (File No. 333-67065) and distributed to
Patriot's securityholders in connection with the distribution) (the "Related
Transactions"), each Shareholder owns the number of shares (the "Shares") of
Newco Stock set forth on Exhibit A hereto.
NOW, THEREFORE, the parties hereto agree as follows:
I. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each of the Shareholders hereby represents and warrants to Newco with
respect to himself but not the other Shareholders as follows:
1.1 Due Authority. The Shareholder has full power and authority to
execute and deliver this Agreement and to perform his obligations hereunder.
This Agreement has been duly executed and delivered by or on behalf of such
Shareholder and, assuming its due authorization, execution and delivery by Newco
and the other Shareholders, constitutes a legal, valid and binding obligation of
such Shareholder.
1.2 No Conflict; Consents. (a) The execution and delivery of this
Agreement by the Shareholder do not, and the performance by such Shareholder of
his obligations under this Agreement and the compliance by such Shareholder with
any provisions hereof do not and will not, (i) conflict with or violate any law,
statute, rule, regulation, order, writ, judgment or decree applicable to such
Shareholder or the Shares owned by such Shareholder, or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Shares owned by
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such Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which such Shareholder is a party or by which such Shareholder or any of the
Shares owned by such Shareholder are bound.
(b) The execution and delivery of this Agreement by the Shareholder do
not, and the performance of this Agreement by such Shareholder will not, require
any consent, approval, authorization or permit of, or filing with (except for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) or notification to, any government or regulatory
authority by such Shareholder.
1.3 Title to Shares. The Shareholder is the record or beneficial owner
of the Shares as listed on Exhibit A free and clear of any proxy or voting
restriction other than pursuant to this Agreement.
II. REPRESENTATIONS AND WARRANTIES OF NEWCO
Newco hereby represents and warrants to the Shareholders as follows:
2.1 Due Authority. Newco has full power, corporate or otherwise, and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by or on behalf
of Newco and, assuming its due authorization, execution and delivery by the
Shareholders, constitutes a legal, valid and binding obligation of Newco,
enforceable against Newco in accordance with its terms.
2.2 No Conflict; Consents. (a) The execution and delivery of this
Agreement by Newco do not, and the performance by Newco of its obligations
contemplated by this Agreement and the compliance by Newco with any provisions
hereof do not and will not, (i) conflict with or violate any law, statute, rule,
regulation, order, writ, judgment or decree applicable to Newco, (ii) conflict
with or violate Newco's charter or bylaws, or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Newco is a party or by which Newco is bound.
(b) The execution and delivery of this Agreement by Newco do not, and
the performance of this Agreement by Newco will not, require any consent,
approval, authorization or permit of, or filing with (except for applicable
requirements, if any, of the Exchange Act) or notification to, any governmental
or regulatory authority by Newco.
III. CERTAIN COVENANTS OF THE SHAREHOLDERS
Each of the Shareholders hereby covenants and agrees with Newco as
follows:
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3.1 Voting. (a) Each Shareholder hereby agrees, if as of the record
date for any meeting of shareholders of Newco the Shareholders and those
individuals and entities (the "Affiliated Shareholders") identified on Exhibit C
hereto own in the aggregate more than 9.9% of the outstanding Newco Stock, to
vote, or to use all practicable efforts to direct the record owner thereof to
vote, each of the Shares owned by such Shareholder at such meeting or any
adjournment thereof in accordance with Paragraph 3.1(b) below, and in connection
therewith, at Newco's written request, to execute, if necessary, proxies to
effectuate the foregoing.
(b) Immediately prior to the closing of the polls on a particular
proposal, the inspector of elections for the meeting of Newco shareholders at
which such proposal is being voted upon or, if no such inspector has been
appointed, such other individual as may be designated by Newco, shall (i)
determine the number of shares of Newco Stock as to which votes were cast
(including abstentions) with respect to such proposal (other than votes cast by
the Shareholders or the Affiliated Shareholders), (ii) count such votes, and
(iii) submit to each Shareholder (A) a fraction (the "Affirmative Multiple"),
the numerator of which is the total number of votes cast in favor of such
proposal (other than votes cast by the Shareholders or the Affiliated
Shareholders) and the denominator of which is the total number of votes cast,
including abstentions, with respect to such proposal (other than votes cast,
including abstentions, by the Shareholders or the Affiliated Shareholders), and
(B) a fraction (the "Abstention Multiple"), the numerator of which is the total
number of shares of Newco Stock which the holders of the Newco Stock voted to
abstain with respect to such proposal (other than those made by the Shareholders
or the Affiliated Shareholders) and the denominator of which is the total number
of votes cast, including abstentions (other than votes cast, including
abstentions, by the Shareholders or the Affiliated Shareholders), with respect
to such proposal. Each Shareholder agrees that he shall then (a) multiply the
number of Shares owned by him as of the applicable record date by the
Affirmative Multiple and vote, or use all practicable efforts to direct the
record owner thereof to vote, the resulting number (rounded up to the nearest
whole share) of Shares of Newco Stock in favor of such proposal, (b) multiply
the number of Shares owned by him as of the applicable record date by the
Abstention Multiple and abstain, or use all practicable efforts to direct the
record owner thereof to abstain, with respect to the resulting number (rounded
up to the nearest whole share) of Shares of Newco Stock, and (c) vote, or use
all practicable efforts to direct the record owner thereof to vote, the
remaining number of Shares of Newco Stock owned by him as of the applicable
record date, if any, against such proposal. "Broker non-votes" shall not be
considered votes "cast" for the purposes of this Agreement.
3.2 Disposition of Shares. (a) Each Shareholder hereby agrees to use
reasonable efforts to sell or otherwise dispose of the number of shares of Newco
Stock necessary so that on or prior to the first anniversary of the date hereof
(such anniversary being the "Disposition Date"), the percentage of the
outstanding shares of Newco Stock owned in the aggregate by the Shareholders and
the Affiliated Shareholders shall be equal to or less than 9.9% of the then
outstanding shares of Newco Stock; provided, however, that no Shareholder shall
be required hereby to sell or otherwise dispose of, on or prior to the
Disposition Date, a number of shares of Newco Stock greater than the product of
(x) the sum of the total number of shares of Newco
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Stock distributed to the Shareholders and the Affiliated Shareholders on the
date hereof minus the number of shares that equals 9.9% of the total number of
shares of Newco Stock outstanding after such distribution and the Related
Transactions multiplied by (y) such Shareholder's "Ownership Percentage," as set
forth on Exhibit B hereto. From and after the Disposition Date, each Shareholder
hereby agrees that, upon the written request of Newco after a determination by
Newco pursuant to Section 3.3(b) below that, as of the last day of the most
recent fiscal quarter, such Shareholders and the Affiliated Shareholders own
more than 9.9% of the outstanding shares of Newco Stock (any such date a
"Measurement Date"), he shall use reasonable efforts to sell the number of
shares of Newco Stock necessary so that on or prior to the last day of the
following fiscal quarter, the percentage of the outstanding shares of Newco
Stock owned in the aggregate by the Shareholders and the Affiliated Shareholders
shall be equal to or less than 9.9% of the then outstanding shares of Newco
Stock; provided, however, that no Shareholder shall be required hereby to sell,
on or prior to the last day of the fiscal quarter following any Measurement
Date, a number of shares of Newco Stock greater than the product of (x) the sum
of the total number of shares of Newco Stock owned by the Shareholders and the
Affiliated Shareholders on such Measurement Date minus the number of shares that
equals 9.9% of the total number of shares of Newco Stock outstanding on such
Measurement Date multiplied by (y) such Shareholder's Ownership Percentage.
(b) Each Shareholder's obligations under this Section 3.2 are
individual and no Shareholder shall be liable for the failure of any other
Shareholder to use reasonable efforts to sell or otherwise dispose of such
Shareholder's Shares.
(c) Notwithstanding any other provision of this Agreement, no
Shareholder shall be obligated (i) to sell any Share which such Shareholder does
not have the authority to dispose of at that time, or (ii) to sell any Shares at
any time when such sale could reasonably be expected to (A) violate any federal
or state statute or other law, rule or regulation or (B) subject such
Shareholder to any liability to Newco, any governmental entity or any other
entity or individual under any such statute, law, rule or regulation, including,
without limitation, liability under Section 16(b) of the Exchange Act and the
rules promulgated thereunder (collectively, "Section 16(b)") (and no other
Shareholder shall be required to sell any additional shares of Newco Stock as a
result of either clause (i) or clause (ii) of this Section 3.2(c)). Each
Shareholder hereby agrees, on each date when it is reasonably foreseeable that
such Shareholder will have the obligation to use reasonable efforts to sell
Shares pursuant to Section 3.2(a) during the six months following such date, to
use reasonable good faith efforts to refrain from making any purchases of Newco
Stock if the reasonably foreseeable result of any such purchase would be that
any sale of Shares by such Shareholder during the six months following such
purchase would result in the incurrence of liability under Section 16(b).
(d) No provision of this Section 3.2 shall be deemed to limit Newco's
rights under Section 3.3 below.
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3.3 Call Right. (a) If the Shareholders do not satisfy their
obligations pursuant to Section 3.2, Newco shall have the right (the "Call
Right") (in addition to any other remedies available under Section 4.6 hereof)
to purchase from the Shareholders from time to time after the Disposition Date
all or any portion of the Callable Shares (as defined below), subject to the
terms set forth below.
(b) Newco shall determine after the Disposition Date and after the last
day of each fiscal quarter after the Disposition Date (i) the percentage of the
outstanding shares of Newco Stock owned by the Affiliated Shareholders (the
"Affiliate Percentage") on such date by dividing the number of shares of Newco
Stock owned by the Affiliated Shareholders on such date by the total number of
shares of Newco Stock outstanding on such date; and (ii) the percentage of the
outstanding shares of Newco Stock owned by the Shareholders on such date (the
"Shareholder Percentage") by dividing the number of shares of Newco Stock owned
by the Shareholders on such date by the total number of shares of Newco Stock
outstanding on such date. Each Shareholder agrees that he shall provide to
Newco, as promptly as practicable upon the written request of Newco, such
information regarding such Shareholder's ownership of Newco Stock as Newco may
reasonably request in order to make the determinations contemplated by this
Section 3.3(b).
(c) "Callable Shares" shall mean (i) in the event that the Affiliate
Percentage as determined pursuant to subparagraph (b) above exceeds 9.9%, all
Shares owned by the Shareholders, (ii) in the event that the Affiliate
Percentage as so determined is less than 9.9% but the sum of the Affiliate
Percentage plus the Shareholder Percentage exceeds 9.9%, the lesser of (x) the
sum of the total number of shares of Newco Stock owned by all Shareholders and
all Affiliated Shareholders on the Disposition Date and any Measurement Date
minus the number of shares of Newco Stock (rounded to the nearest whole number)
that equals 9.9% of the total number of shares of Newco Stock outstanding on
such date and (y) the sum of the total number of shares of Newco Stock owned by
all Shareholders and all Affiliated Shareholders on the date notice of the
exercise of the Call Right is sent by Newco to the Shareholders (the "Call
Notice Date") minus the number of shares of Newco Stock (rounded to the nearest
whole number) that equals 9.9% of the total number of shares of Newco Stock
outstanding on the Call Notice Date, and (iii) in the event that the sum of the
Affiliate Percentage plus the Shareholder Percentage is equal to or less than
9.9%, zero Shares.
(d) Upon exercise of the Call Right, Newco shall determine the number
of Callable Shares to be purchased from each Shareholder by multiplying the
number of Shares as to which the Call Right is being exercised (the "Called
Shares") by such Shareholder's Ownership Percentage, as set forth on Exhibit B
hereto. In the event the aggregate number of Shares to be purchased by Newco
from all Shareholders after operation of the previous sentence (the "Initial
Shares") is less than the number of Called Shares, Newco shall purchase an
additional number of Shares equal to the difference between the Called Shares
and the Initial Shares by allocating such purchases among the Shareholders in
proportion to the Ownership Percentage of each Shareholder who continues to own
Shares after operation of the previous sentence.
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(e) The per share price to be paid to each Shareholder upon exercise of
the Call Right shall be the average of the Closing Price of Newco Stock for the
ten consecutive Trading Days ending with the Trading Day immediately preceding
the Call Notice Date. The "Closing Price" on any date shall mean (A) where there
exists a public market for the Newco Stock, the last sale price, regular way,
or, in case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares of Newco
Stock are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
shares of Newco Stock are listed or admitted to trading or, if the shares of
Newco Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
Nasdaq Stock Market, Inc. or, if such system is no longer in use, the principal
other automated quotation system that may then be in use or (B) if no public
market for the Newco Stock exists, the Closing Price will be determined by a
single, independent appraiser selected by Newco's Board of Directors, which
appraiser shall appraise the fair value for such Newco Stock within such
guidelines as shall be determined by the Board of Directors. "Trading Day" shall
mean a day on which the principal national securities exchange on which the
shares of Newco Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Newco Stock are not listed or
admitted to trading on any national securities exchange, any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.
(f) The Call Right may be exercised by Newco at any time within 60 days
after the Disposition Date and each Measurement Date, on no more than one
occasion with respect to each such date, by written notice to each Shareholder,
which notice shall be delivered via facsimile to the number and by mail to the
address set forth for each Shareholder on Exhibit A hereto (or such other
facsimile number or address as such Shareholder may notify Newco of) and which
notice shall specify (i) evidence of the calculations made by Newco pursuant to
subparagraphs (b) and (c) of this Section 3.3, (ii) the total number of Shares
as to which the Call Right is being exercised, (iii) the number of Shares being
purchased from such Shareholder (including evidence of the calculation made by
Newco pursuant to subparagraph (d) of this Section 3.3), and (iv) the per share
price to be paid to such Shareholder, including notification of the particular
clause of subparagraph (e) of this Section 3.3 pursuant to which such price was
determined.
(g) Each Shareholder shall, within ten days of the Call Notice Date,
deliver to Newco a stock certificate or stock certificates, duly assigned or
endorsed for transfer to Newco (or accompanied by duly executed stock powers
relating thereto), representing the Shares being sold to Newco pursuant to the
exercise of the Call Right. Newco shall, not later than one business day after
receipt of such stock certificate or stock certificates, mail via first class
mail
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to such Shareholder a certified check in the amount equal to the purchase price
of such Shares. In the event a Shareholder delivers to Newco a stock certificate
or stock certificates in a denomination or denominations exceeding the number of
Shares being sold by such Shareholder to Newco, Newco shall, within ten days of
receipt of such stock certificate, deliver to such Shareholder a new stock
certificate or new stock certificates representing the number of shares of Newco
Stock represented by such delivered stock certificate or stock certificates
which are not being sold to Newco pursuant to the Call Right.
(h) If, upon the expiration of the 45-day period after the Disposition
Date or any Measurement Date, Newco shall have failed to exercise the Call
Right, Marriott International, Inc., a Delaware corporation, shall have the
right to deliver, within ten days after the expiration of such 45-day period,
written notice (the "Marriott Notice") to Newco indicating its desire for Newco
to exercise the Call Right and specifying the total number of Shares as to which
the Call Right should be exercised. Upon receipt of the Marriott Notice, Newco
shall be obligated, within five days after the receipt of such notice, to
exercise the Call Right pursuant to Section 3.3(f) above for the number of
Shares specified in the Marriott Notice.
3.4 Certain Events. This Agreement and the obligations hereunder will
terminate with respect to each Share sold, transferred or otherwise disposed of
by any means by any Shareholder; provided, that the provisions and obligations
of this Agreement shall continue to attach to any Shares sold or otherwise
transferred by a Shareholder to another Shareholder or to an Affiliated
Shareholder and such Shareholder or Affiliated Shareholder will be bound by such
provisions and obligations with respect to such Shares. Each Shareholder shall
cease to be a Shareholder under this Agreement and each Affiliated Shareholder
shall cease to be an Affiliated Shareholder under this Agreement (including,
without limitation in either such case, for the purposes of making all
computations under this Agreement) at such time that such Shareholder or
Affiliated Shareholder is no longer an officer, director or 10% shareholder of
Patriot, Wyndham International, Inc., a Delaware corporation ("Wyndham"), or any
entity controlled by Patriot or Wyndham. This Agreement and the obligations
hereunder shall be suspended at any time that the percentage of the outstanding
shares of Newco Stock owned in the aggregate by the Shareholders and the
Affiliated Shareholders is less than 9.9%; and this Agreement and the
obligations hereunder shall in any event terminate on the fifth anniversary of
the date of this Agreement.
3.5 Absence of Group. Newco and the Shareholders hereby agree that
neither the execution nor the performance of this Agreement by the Shareholders
shall mean (or be used as evidence) that any Shareholder is a member of a group
(as that term is used for any purpose) with any other Shareholder or Affiliated
Shareholder or that any Affiliated Shareholder is a member of any group with a
Shareholder or any other Affiliated Shareholder.
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IV. MISCELLANEOUS; GENERAL PROVISIONS
4.1 Severability. If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
4.2 Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties with respect to the subject matter hereof.
4.3 Amendments. This Agreement may not be modified, amended, waived,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
4.4 Assignment. This Agreement may not be assigned by operation of law
or otherwise.
4.5 Parties in Interest. Except as provided in Section 3.3(h) hereof,
this Agreement is binding upon, and shall inure solely to the benefit of, each
party hereto and nothing in this Agreement, express or implied, is intended to
or will confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
4.6 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof or was otherwise breached. It is
accordingly agreed that the parties will 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 Maryland, 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 respect to any such remedy are hereby waived.
4.7 Governing Law; Jurisdiction and Venue. This Agreement will be
governed by, and construed in accordance with, the internal laws of the State of
Maryland without regard to its rules of conflict of laws. The parties hereto
hereby irrevocably and unconditionally consent to and submit to the exclusive
jurisdiction of the courts of the State of Maryland for any litigation arising
out of or relating to this Agreement and the transactions contemplated hereby
(and agrees not to commence any litigation relating thereto except in such
courts), waives any objection to
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the laying of venue of any such litigation in the State of Maryland and agrees
not to plead or claim in any court in the State of Maryland that such litigation
brought therein has been brought in any inconvenient forum.
4.8 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed will be deemed to be an original but all of which taken
together will constitute one and the same agreement.
4.9 Directors and Officers. Notwithstanding anything herein to the
contrary, the covenants and agreements set forth herein shall not prevent any
Shareholder who is serving on the Board of Directors of Newco or who is an
officer of Newco from taking any action in his or her capacity as a director or
officer of Newco.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
INTERSTATE HOTELS CORPORATION
By: /s/ Timothy Q. Hudak
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Name: Timothy Q. Hudak
Title: Senior Vice President
and Secretary
/s/ Paul A. Nussbaum
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Paul A. Nussbaum
/s/ James D. Carreker
-------------------------------
James D. Carreker
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/s/ Milton Fine
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Milton Fine
-------------------------------
David J. Fine
By: /s/ Marvin I. Droz
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Attorney-in-fact
TRUST U/A DATED 11/11/94 FBO MILTON
FINE
By: /s/ Milton Fine
-------------------------------
Milton Fine, Trustee
MILTON FINE 1997 CHARITABLE
REMAINDER UNITRUST
By:
-------------------------------
David J. Fine, Trustee
By: /s/ Marvin I. Droz
---------------------------
Attorney-in-fact
MILTON FINE GRANTOR ANNUITY TRUST
U/A DATED 3/31/96
By:
-------------------------------
David J. Fine, Trustee
By: /s/ Marvin I. Droz
----------------------------
Attorney-in-fact
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FCT-C DelCo 1 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
----------------------------
Attorney-in-fact
FCT-C DelCo 2 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
---------------------------
Attorney-in-fact
FCT-C DelCo 3 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
---------------------------
Attorney-in-fact
FCT-D DelCo 1 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
---------------------------
Attorney-in-fact
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FCT-D DelCo 2 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
FCT-D DelCo 3 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
FCT-S DelCo 1 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
FCT-S DelCo 2 TRUST
By: FCT Administration, Inc., Trustee
By:
-------------------------------
David J. Fine, President
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
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FCT-S DelCo 3 TRUST
By: FCT Administration, Inc., Trustee
By:
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David J. Fine, President
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
INTERSTATE HOTELS CORPORATION #1018
By: /s/ Milton Fine
-------------------------------
Name: Milton Fine
IHC ASSOCIATES CORPORATION
By: /s/ Milton Fine
-------------------------------
Name: Milton Fine
MILTON FINE GRANTOR ANNUITY
TRUST U/A DATED 12/15/98
By:
-------------------------------
David J. Fine, Trustee
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
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MILTON FINE 1998 CHARITABLE
REMAINDER UNITRUST
By:
-------------------------------
David J. Fine, Trustee
By: /s/ Marvin I. Droz
--------------------------
Attorney-in-fact
MILTON FINE FAMILY CHARITABLE
FOUNDATION
By: /s/ Milton Fine
-------------------------------
Milton Fine, President
David J. Fine, as Custodian for
Ariel Ethan Fine under Massachusetts
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
David J. Fine, as Custodian for
Benjamin Samuel Fine under Massachusetts
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
David J. Fine, as Custodian for
Adam Levi Fine under Massachusetts
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
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David J. Fine, as Custodian for
Rose Emily Friedman under Massachusetts
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
David J. Fine, as Custodian for
Sophia Friedman under Massachusetts
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
David J. Fine, as Custodian for
Nina Friedman under Massachusetts
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
David J. Fine, as Custodian for
Daniel J. King under Pennsylvania
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
David J. Fine, as Custodian for
Ryan P. King under Pennsylvania
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
-------------------------------
Attorney-in-fact
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David J. Fine, as Custodian for
Alice King under Pennsylvania
Uniform Transfers to Minors Act,
By: /s/ Marvin I. Droz
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Attorney-in-fact
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EXHIBIT A
Number of Shares of Percentage of
Name and Address Newco Stock Owned Newco Stock Outstanding
of Shareholder by Shareholder on Date Hereof*
- - -------------- -------------- ---------------
Paul A. Nussbaum 47,777 0.79%
c/o Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Facsimile: (214) 863-1805
James D. Carreker 65,019 1.07%
c/o Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Facsimile: (214) 863-1262
Milton Fine** 0 0%
David J. Fine** 0 0%
Trust U/A Dated 11/11/94 FBO 55,692 0.92%
Milton Fine**
Milton Fine 1997 Charitable Remainder 38,820 0.64%
Unitrust**
Milton Fine Grantor Annuity 35,747 0.59%
Trust U/A Dated 3/31/96**
FCT-C DelCo 1 Trust** 25,216 0.42%
FCT-C DelCo 2 Trust** 9,333 0.15%
FCT-C DelCo 3 Trust** 870 0.01%
FCT-D DelCo 1 Trust** 25,216 0.42%
FCT-D DelCo 2 Trust** 9,333 0.15%
19
EXHIBIT A
Number of Shares of Percentage of
Name and Address Newco Stock Owned Newco Stock Outstanding
of Shareholder by Shareholder on Date Hereof*
- - -------------- -------------- ---------------
FCT-D DelCo 3 Trust** 870 0.01%
FCT-S DelCo 1 Trust** 25,216 0.42%
FCT-S DelCo 2 Trust** 9,333 0.15%
FCT-S DelCo 3 Trust** 1,005 0.02%
Interstate Hotels Corporation #1018** 1,510 0.02%
IHC Associates Corporation** 39 ***
Milton Fine Grantor Annuity 24,686 0.41%
Trust U/A Dated 12/15/98**
Milton Fine 1998 Charitable 38,653 0.64%
Remainder Unitrust**
Milton Fine Family Charitable 8,944 0.15%
Foundation**
David J. Fine, as Custodian for 89 ***
Ariel Ethan Fine under Mass.
UTMA**
David J. Fine, as Custodian for 89 ***
Benjamin Samuel Fine under
Mass. UTMA**
David J. Fine, as Custodian for 89 ***
Adam Levi Fine under
Mass. UTMA**
David J. Fine, as Custodian for 89 ***
Rose Emily Friedman under
Mass. UTMA**
David J. Fine, as Custodian for 89 ***
Sophia Friedman under
Mass. UTMA**
David J. Fine, as Custodian for 89 ***
Nina Friedman under
Mass. UTMA**
20
EXHIBIT A
Number of Shares of Percentage of
Name and Address Newco Stock Owned Newco Stock Outstanding
of Shareholder by Shareholder on Date Hereof*
- - -------------- -------------- ---------------
David J. Fine, as Custodian for 44 ***
Daniel J. King under
Pa. UTMA**
David J. Fine, as Custodian for 44 ***
Ryan P. King under
Pa. UTMA**
David J. Fine, as Custodian for 44 ***
Alice King under
Pa. UTMA**
Total 423,945 6.99%
*after consummation of the Related Transactions
**c/o Milton Fine
Fine Family Investment Corporation
680 Andersen Drive, Foster Plaza Ten, 4th Floor
Pittsburgh, Pennsylvania 15220
Facsimile: (412) 919-3508
***less than 0.01%
21
EXHIBIT B
SHAREHOLDER OWNERSHIP PERCENTAGES
Shareholder Ownership Percentage
----------- --------------------
Paul A. Nussbaum 11.27%
James D. Carreker 15.34%
Milton Fine 0%
David J. Fine 0%
Trust U/A Dated 11/11/94 FBO Milton Fine 13.14%
Milton Fine 1997 Charitable Remainder Unitrust 9.16%
Milton Fine Grantor Annuity Trust U/A Dated 3/31/96 8.43%
FCT-C DelCo 1 Trust 5.95%
FCT-C DelCo 2 Trust 2.20%
FCT-C DelCo 3 Trust 0.21%
FCT-D DelCo 1 Trust 5.95%
FCT-D DelCo 2 Trust 2.20%
FCT-D DelCo 3 Trust 0.21%
FCT-S DelCo 1 Trust 5.95%
FCT-S DelCo 2 Trust 2.20%
FCT-S DelCo 3 Trust 0.24%
Interstate Hotels Corporation #1018 0.36%
IHC Associates Corporation 0.01%
Milton Fine Grantor Annuity Trust U/A Dated 12/15/98 5.81%
Milton Fine 1998 Charitable Remainder Unitrust 9.11%
Milton Fine Family Charitable Foundation 2.11%
David J. Fine, as Custodian for Ariel Ethan Fine 0.02%
under Mass. UTMA
David J. Fine, as Custodian for Benjamin Samuel 0.02%
Fine under Mass. UTMA
David J. Fine, as Custodian for Adam Levi 0.02%
Fine under Mass. UTMA
David J. Fine, as Custodian for Rose Emily 0.02%
Friedman under Mass. UTMA
David J. Fine, as Custodian for Sophia Friedman 0.02%
under Mass. UTMA
David J. Fine, as Custodian for Nina Friedman 0.02%
under Mass. UTMA
David J. Fine, as Custodian for Daniel J. King 0.01%
under Pa. UTMA
David J. Fine, as Custodian for Ryan P. King 0.01%
under Pa. UTMA
David J. Fine, as Custodian for Alice King 0.01%
under Pa. UTMA
Total 100%
22
EXHIBIT C
AFFILIATED SHAREHOLDERS
Number of Shares of Percentage of
Newco Stock Owned Newco Stock
Name by Affiliated Shareholder Outstanding on Date Hereof*
---- ------------------------- ---------------------------
Karim Alibhai 168,223 2.77%
Leslie V. Bentley 19,704 0.32%
John P. Bohlmann 1,055 0.02%
Leonard Boxer 539 **
Harlan R. Crow 404,224 6.67%
John H. Daniels 5,401 0.09%
John C. Deterding 392 **
Gregory R. Dillon 392 **
Burton C. Einspruch, M.D. 100 **
William W. Evans III 5,752 0.09%
Susan T. Groenteman 667 0.01%
Michael Grossman 398 **
Arch K. Jacobson 427 **
Lawrence S. Jones 656 0.01%
Stanley M. Koonce, Jr. 19,337 0.32%
Thomas W. Lattin 6,109 0.10%
James C. Leslie 143 **
Carla S. Moreland 469 **
Leslie Ng 0 0%
Paul Novak 2,373 0.04%
Anne L. Raymond 20,177 0.33%
Philip J. Ward 35 **
Patriot American Hospitality, Inc. 181,916 3.00%
Wyndham International, Inc. 0 0%
PAH-Interstate Holdings, Inc. 60,639 1.00%
---------------------------------------------------------------------------------------
Total 899,128 14.83%
*less than 0.01%
**after consummation of the Related Transactions