EXHIBIT 99.2
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September 30, 1997
Patriot American Hospitality Operating Company
Patriot American Hospitality Operation Company Acquisition Subsidiary
Patriot American Hospitality, Inc.
Tri-West Plaza
3030 LBJ Freeway, Suite 1500
Dallas, TX 75234
Ladies and Gentlemen:
I have been advised that as of the date of this letter I may be deemed to
be an "affiliate" of WHG Resorts & Casinos Inc., a Delaware corporation (the
"Company"), as the term "affiliate" is defined for purposes of paragraphs (c)
and (d) of Rule 145 of the rules and regulations (the "Rules and Regulations")
of the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). Pursuant to the terms of the
Agreement and Plan of Merger dated as of September 30, 1997 (the "Agreement"),
among the Company, Patriot American Hospitality Operating Company (the
"Purchaser"), Patriot American Hospitality, Inc. and Patriot American
Hospitality Operating Company Acquisition Subsidiary, a Delaware corporation and
a wholly-owned subsidiary of the Purchaser ("Merger Sub"), Merger Sub will be
merged with and into the Company (the "Merger").
As a result of the Merger, I may receive Paired Shares (as defined in the
Merger Agreement) of the Purchaser and of Patriot (the "Purchaser Securities")
in exchange for shares owned by me of common stock, par value $.01 per share, of
the Company.
I represent, warrant and covenant to the Purchaser that in the event I
receive any Purchaser Securities as a result of the Merger:
A. I shall not make any sale, transfer or other disposition of the
Purchaser Securities in violation of the registration requirements of the Act or
the Rules and Regulations.
B. I have carefully read this letter and the Agreement and discussed the
requirements of such documents and other applicable limitations upon my ability
to sell, transfer or otherwise dispose of the Purchaser Securities to the extent
I felt necessary, with my counsel or counsel for the Company.
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Execution of this letter should not be considered an admission on my part
that I am an "affiliate" of the Company as described in the first paragraph of
this letter or as a waiver of any rights I have to object to any claim that I am
such an affiliate on or after the date of this letter.
Very truly yours,
Sumner M. Redstone
Accepted this ___ day of
_______________, 199__ by
PATRIOT AMERICAN HOSPITALITY
OPERATING COMPANY
By:
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NAME:
TITLE:
