1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31,1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition from _______________ to _______________
Commission file number 1-11723
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WYNDHAM HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2636072
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(State of other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
2001 Bryan Street, Suite 2300
Dallas, Texas 75201
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(address of principal executive offices) (Zip Code)
(214) 863-1000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorten period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
YES X NO
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The number of shares outstanding of the issuer's common stock as of May 9, 1997:
Common Stock, $.01 par value - 20,018,299 shares.
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2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
2.1 -- Agreement and Plan of Merger, dated as of April 14, 1997, by
and between Patriot American Hospitality, Inc. and the Company
(incorporated by reference to Exhibit Number 2.2 to Schedule 13D
filed with the Securities and Exchange Commission on April 24,
1997 on behalf of CF Securities, L.P.) The "Disclosure Letters"
referred to in the Agreement and Plan of Merger are omitted, as
they constitute "schedules" within the meaning of Item 601 of
Regulation S-K. The Company undertakes to furnish supplementally
such Disclosure Letters to the Commission upon request.
3.1 -- Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to exhibit number 3.1 in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
3.2 -- Amended and Restated Bylaws of the Company (Incorporated by
reference to exhibit number 3.2 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
4.1 -- Form of specimen certificate for the Common Stock
(Incorporated by reference to exhibit number 4.1 in Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Reg.
No. 333-2214) filed with the Securities and Exchange Commission
on May 14, 1996).
4.2 -- Relevant portions of Amended and Restated Certificate of
Incorporation (Reference is hereby made to Exhibit 3.1).
10.1(a) -- Management Agreement dated as of May 10, 1995 by and between
Anatole Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
(Incorporated by reference to exhibit number 10.1(a) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.1(b) -- Form of Management Agreement dated as of September 27, 1994
by and between Bedrock Annapolis Investment Partners Level I,
L.P. and Wyndham Hotel Company Ltd. (together with attachment)
(Incorporated by reference to exhibit number 10.1(b) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
1
3
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(c) -- Management Agreement dated as of March 10, 1988 by and
between Franklin Plaza Associates and Wyndham Hotel Company, as
amended by First Amendment dated November 17, 1993 (Incorporated
by reference to exhibit number 10.1(c) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(d) -- Service Agreement dated as of November 17, 1993 by and
between Franklin Plaza Realty Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.1(e) -- Management Agreement dated as of December 1, 1984 by and
between Houston Greenspoint Hotel Associates and Wyndham Hotel
Company (Incorporated by reference to exhibit number 10.1(e) in
the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.1(f) -- Management Agreement dated as of December 4, 1991 by and
between Itasca Hotel Company and Wyndham Hotel Company Ltd., as
amended by Amendment dated March 19, 1996 (Incorporated by
reference to exhibit number 10.1(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management,
Ltd. S.E. (Incorporated by reference to exhibit number 10.1(g)
in Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel
Company Ltd. (Incorporated by reference to exhibit number
10.1(h) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(i) -- Management Agreement dated as of August 25, 1993 by and
between Playhouse Square Hotel Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(j) -- Management Agreement dated as of March 1, 1986 by and between
CLC Partnership and Wyndham Hotel Company, as amended by First
Amendment dated June 30, 1988 (Incorporated by reference to
exhibit number 10.1(j) in Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on May 1, 1996).
2
4
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(k) -- Management Agreement dated as of December 22, 1987 by and
among Badger XVI Limited Partnership, Crow Division Partners and
Wyndham Hotel Company, as amended by First Amendment dated
February 26, 1988 (Incorporated by reference to exhibit number
10.1(k) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(l) -- Management Agreement dated as of November 20, 1987 by and
between Hotel and Convention Center Partners I, Ltd. And Wyndham
Hotel Corporation II, Inc., as amended by Amendment dated
November 1, 1993 (Incorporated by reference to exhibit number
10.1(l) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.2 -- Investment Agreement dated as of May 2, 1994 among The
Hampstead Group, Inc., Wyndham Hotel Company Ltd., The Partners
in Wyndham Hotel Company Ltd., and Crow Family Partnership,
L.P., as amended (Incorporated by reference to exhibit number
10.2 in Amendment No. 1 to the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.3(a) -- Lease dated as of April 1, 1996 by and between Hospitality
Properties Trust and Garden Hotel Associates II Limited
Partnership (Incorporated by reference to exhibit number 10.3(a)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.3(b) -- Lease Agreement dated as of March 1, 1988 by and between
Lincoln Island Associates No. 1, Limited and WHI Limited
Partnership (Incorporated by reference to exhibit number 10.3(b)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose
Hall Hotel Limited and Rose Hall Associates Limited Partnership
(Incorporated by reference to exhibit number 10.3(c) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.3(d) -- Sublease Agreement dated as of November 17, 1989 by and
between Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd. (Incorporated by reference to exhibit number
10.3(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.3(e) -- Ground Lease dated as of March 26, 1987 by and between Fred
C. Boysen, Dorothy Boysen, Ted Boysen and Rose Boysen and Garden
Hotel Associates Limited Partnership, as assignee of Ramada
Hotel Operating Company as amended by First Amendment dated as
of May 7, 1990 (Incorporated by reference to exhibit number
10.3(e) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
3
5
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.3(f) -- Lease Agreement dated as of November 26, 1990 by and between
Tower 2001 Limited Partnership and Wyndham Hotel Company Ltd.,
as amended by Letter Agreement dated March 9, 1994 and Letter
Agreement dated March 22, 1995, and as amended by Amendment No.
1 dated as of November 30, 1995 (Incorporated by reference to
exhibit number 10.3(f) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on March 11, 1996).
10.3(g) -- Lease Agreement dated as of January 1992 by and between 475
Park Avenue South Co. and Wyndham Hotel Company Ltd., as amended
by Amendment of Lease dated January 30, 1995 (Incorporated by
reference to exhibit number 10.3(g) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(h) -- Sublease dated as of May 31, 1995 between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts (Incorporated by
reference to exhibit number 10.3(h) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(i) -- Lease Agreement dated as of May 16, 1994 by and between Wirtz
Realty Corporation, as agent for 333 Building Corporation and
Wyndham Hotel Company Ltd. (Incorporated by reference to exhibit
number 10.3(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between
Columbia Executive Offices, Inc. and The Inn at Semiahmoo a
Wyndham Resort (Incorporated by reference to exhibit number
10.3(j) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(k) -- Lease Agreement dated as of January 8, 1997 by and between
HPTSLC Corporation and WHC Salt Lake City Corporation
(Incorporated by reference to exhibit number 10.3(k) in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997.).
10.4 -- Master Alliance Agreement dated as of January 9, 1997 by and
among American General Hospitality Corporation, American General
Hospitality Operating Partnership, L.P., WHC Franchise
Corporation and WHC Development Corporation (Incorporated by
reference to exhibit number 10.4 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997.).
10.5 -- Limited Guaranty Agreement dated as of January 8, 1997 made
by the Company for the benefit of HPTSLC Corporation
Incorporated by reference to exhibit number 10.5 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
4
6
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.5(a) -- Form of Asset Management Agreement to be entered into between
the Company and various Crow Family Real Estate Entities
(Incorporated by reference to exhibit number 10.5(a) in
Amendment No. 2 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 14, 1996).
10.6(a) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and ISIS 2000 LP (Incorporated by reference to
exhibit number 10.6(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(b) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and Wynright Insurance (Incorporated by reference to
exhibit number 10.6(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(c) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and CW Synergistech, LP (Incorporated by reference
to exhibit number 10.6(c) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.7 -- Indenture relating to the 10 1/2% Senior Subordinated Notes
due 2006 (Incorporated by reference to exhibit number 10.10 in
the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.8 -- Stockholders' Agreement ("Stockholders' Agreement") among
Wyndham Hotel Corporation and the Stockholders listed on the
signature pages thereof (Incorporated by reference to exhibit
number 10.13 in the Company's Registration Statement on Form S-1
(Reg. No. 333-18507) filed with the Securities and Exchange
Commission on January 27, 1997).
10.9 -- Registration Rights Agreement among Wyndham Hotel Corporation
and the parties identified on the signature pages thereof
(Incorporated by reference to exhibit number 10.14 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.10(a) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and James D. Carreker (Incorporated by reference to
exhibit number 10.15(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(b) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Anne L. Raymond (Incorporated by reference to
exhibit number 10.15(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
5
7
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.10(c) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Harlan R. Crow (Incorporated by reference to
exhibit number 10.15(c) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(d) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Daniel A. Decker (Incorporated by reference to
exhibit number 10.15(d) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(e) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Susan T. Groenteman (Incorporated by reference
to exhibit number 10.15(e) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.10(f) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Stanley M. Koonce, Jr. (Incorporated by
reference to exhibit number 10.15(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-18507) filed
with the Securities and Exchange Commission on January 27,
1997).
10.10(g) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Leslie V. Bentley (Incorporated by reference to
exhibit number 10.15(g) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(h) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Robert A. Whitman (Incorporated by reference to
exhibit number 10.15(h) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.11(a) -- 6% Promissory Note made by James D. Carreker (Incorporated by
reference to exhibit number 10.16(a) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(b) -- 6% Promissory Note made by Leslie V. Bentley (Incorporated by
reference to exhibit number 10.16(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(c) -- 6% Promissory Note made by Eric A. Danziger (Incorporated by
reference to exhibit number 10.16(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(d) -- 6% Promissory Note made by Anne L. Raymond (Incorporated by
reference to exhibit number 10.16(d) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
(Incorporated by reference to exhibit number 10.16(e) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
6
8
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.11(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
(Incorporated by reference to exhibit number 10.16(f) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.12 -- Stockholders' Agreement Consent dated September 30, 1996
(Incorporated by reference to exhibit No. 10.12 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996, is filed with the Securities and Exchange Commission
on March 27, 1997).
10.13(a) -- Wyndham Employees Savings & Retirement Plan (Incorporated by
reference to exhibit number 10.19(a) in Amendment No. 2 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 14,
1996).
10.13(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan, as
revised (Incorporated by reference to exhibit number 10.19(b) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.13(c) -- Non-Employee Directors' Retainer Stock Plan, as revised
(Incorporated by reference to exhibit number 10.19(c) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.14 -- Operating Deficit Guaranty and Reserves Agreement dated as of
August 25, 1993 by and among Playhouse Square Hotel Limited
Partnership, Society National Bank and the Lenders (Incorporated
by reference to exhibit number 10.22 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.15 -- Registration Rights Agreement dated as of September 30, 1996
between the Company and Smith Barney, Inc. (Incorporated by
reference to exhibit No. 10.15 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, is filed with
the Securities and Exchange Commission on March 27, 1997).
10.16 -- Registration Rights Agreement dated as of April 29, 1996
between the Company and General Electric Investment
Corporation (Incorporated by reference to exhibit No. 10.16
to the company's Annual Report on form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
10.17 -- Promissory Note dated April 15, 1995 between the Company and
WFLP (Incorporated by reference to exhibit No. 10.17 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
10.18 -- Computerized Reservation Service Agreement between ISIS 2000
and the Company (Incorporated by reference to exhibit number
10.28 in the Company's Registration Statement on Form S-1 (Reg.
No. 333-18507) filed with the Securities and Exchange Commission
on January 27, 1997).
10.19 -- Indemnification Agreements by and between Elise Turner as an
Officer of GHMB, Inc.; MBAH, Inc.; CHMB, Inc.; Waterfront
Management Corporation; PSMB, Inc.; MTMB, Inc.; MDMB, Inc.;
AMMB, Inc.; OHMB, Inc.; WNMB, Inc.; MBWD, Inc.; MBWH, Inc.; and
BHMB, Inc., which Corporations are the Holders of Liquor
Licenses, and Wyndham Management Corporation (Incorporated by
reference to exhibit number 10.29 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
7
9
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.20 -- Senior Secured Revolving Credit Agreement among Wyndham Hotel
Corporation, The Lenders Party Thereto and Bankers Trust Company
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1996).
10.21 -- Management Contract between Homegate Hospitality, Inc. and
the Company, dated August 26, 1996 (incorporated by reference to
Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1996).
10.22 -- Proxy Agreement, dated as of April 14, 1997, by and between
Patriot American Hospitality, Inc. and CF Securities, L.P.,
James D. Carreker, Leslie V. Bentley, Anne L. Raymond, Stanley
M. Koonce, Jr. And the Company (incorporated by reference to
Exhibit Number 10.1 to Schedule 13D filed with the Securities
and Exchange Commission on April 24, 1997 on behalf of CF
Securities, L.P.)
10.23* -- Asset Management Agreements between Wyndham Hotel Corporation
and Playhouse Square Hotel L.P. and the other Parties Listed on
Schedule A attached thereto.
10.24* -- Indemnification Agreements between the Company and Susan R.
Bolger and the other Parties Listed on Schedule A attached
thereto.
10.25 -- Capital Contribution Note dated as of December 22, 1995 by
and between Pleasanton Hotel Partners, L.P. and the Company
(Incorporated by reference to Exhibit Number 10.18(a) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.26 -- Capital Contribution Note dated as of October 2, 1995 by and
between WHC-LG Hotel Partners and the Company (Incorporated by
reference to Exhibit Number 10.18(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996)
10.27 -- Capital Contribution Note dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company (Incorporated
by reference to Exhibit No. 10.18(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.28* -- FF&E Contract, dated June 30, 1994, by and between Wyndham
Hotel Company Ltd. and Waterfront Hotel Associates, S.E., as
amended.
10.29* -- FF&E and Technical Services Contract, dated May 26, 1995, by
and between Wyndham Hotel Company Ltd. And Convention Center
Boulevard Hotel, Limited.
10.30** -- Corporate Guaranty Agreements by Wyndham Hotel Corporation on
behalf of ISIS 2000 Limited Partnership for the benefit of Banc
One Leasing Corporation, including Master Lease Agreement and
Schedule of Additional Guaranty Agreements.
10.31* -- Guarantor Agreement, dated May 26, 1995 by and among Convention
Center Boulevard Hotel, Ltd., the Company, Darryl D. Berger and
Roger H. Ogden.
10.32* -- Corporate Guaranty Agreement, dated May 15, 1996, by Wyndham
Hotel Corporation on behalf of ISIS 2000 Limited Partnership
for the benefit of IBM Credit Corporation.
8
10
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
11* -- Computation of Earnings Per Share.
27.1* -- Financial Data Schedule.
*Previously Filed.
**Filed Herewith.
(b) Reports on Form 8-K:
On April 23, 1997, the Company filed a Form 8-K reporting the
proposed merger with Patriot American Hospitality, Inc., no financial
statements were included.
9
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WYNDHAM HOTEL CORPORATION
---------------------------------------
(Registrant)
Date: May 30, 1997 By: /s/ James D. Carreker
------------------------------------
James D. Carreker
President and Chief Executive Officer
Date: May 30, 1997 By: /s/ Anne L. Raymond
------------------------------------
Anne L. Raymond
Chief Financial Officer, Executive
Vice President and Director (Principal
Financial Officer)
10
12
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
2.1 -- Agreement and Plan of Merger, dated as of April 14, 1997, by
and between Patriot American Hospitality, Inc. and the Company
(incorporated by reference to Exhibit Number 2.2 to Schedule 13D
filed with the Securities and Exchange Commission on April 24,
1997 on behalf of CF Securities, L.P.) The "Disclosure Letters"
referred to in the Agreement and Plan of Merger are omitted, as
they constitute "schedules" within the meaning of Item 601 of
Regulation S-K. The Company undertakes to furnish supplementally
such Disclosure Letters to the Commission upon request.
3.1 -- Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to exhibit number 3.1 in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
3.2 -- Amended and Restated Bylaws of the Company (Incorporated by
reference to exhibit number 3.2 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
4.1 -- Form of specimen certificate for the Common Stock
(Incorporated by reference to exhibit number 4.1 in Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Reg.
No. 333-2214) filed with the Securities and Exchange Commission
on May 14, 1996).
4.2 -- Relevant portions of Amended and Restated Certificate of
Incorporation (Reference is hereby made to Exhibit 3.1).
10.1(a) -- Management Agreement dated as of May 10, 1995 by and between
Anatole Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
(Incorporated by reference to exhibit number 10.1(a) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.1(b) -- Form of Management Agreement dated as of September 27, 1994
by and between Bedrock Annapolis Investment Partners Level I,
L.P. and Wyndham Hotel Company Ltd. (together with attachment)
(Incorporated by reference to exhibit number 10.1(b) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
11
13
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(c) -- Management Agreement dated as of March 10, 1988 by and
between Franklin Plaza Associates and Wyndham Hotel Company, as
amended by First Amendment dated November 17, 1993 (Incorporated
by reference to exhibit number 10.1(c) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(d) -- Service Agreement dated as of November 17, 1993 by and
between Franklin Plaza Realty Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.1(e) -- Management Agreement dated as of December 1, 1984 by and
between Houston Greenspoint Hotel Associates and Wyndham Hotel
Company (Incorporated by reference to exhibit number 10.1(e) in
the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.1(f) -- Management Agreement dated as of December 4, 1991 by and
between Itasca Hotel Company and Wyndham Hotel Company Ltd., as
amended by Amendment dated March 19, 1996 (Incorporated by
reference to exhibit number 10.1(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management,
Ltd. S.E. (Incorporated by reference to exhibit number 10.1(g)
in Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel
Company Ltd. (Incorporated by reference to exhibit number
10.1(h) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(i) -- Management Agreement dated as of August 25, 1993 by and
between Playhouse Square Hotel Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(j) -- Management Agreement dated as of March 1, 1986 by and between
CLC Partnership and Wyndham Hotel Company, as amended by First
Amendment dated June 30, 1988 (Incorporated by reference to
exhibit number 10.1(j) in Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on May 1, 1996).
12
14
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(k) -- Management Agreement dated as of December 22, 1987 by and
among Badger XVI Limited Partnership, Crow Division Partners and
Wyndham Hotel Company, as amended by First Amendment dated
February 26, 1988 (Incorporated by reference to exhibit number
10.1(k) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(l) -- Management Agreement dated as of November 20, 1987 by and
between Hotel and Convention Center Partners I, Ltd. And Wyndham
Hotel Corporation II, Inc., as amended by Amendment dated
November 1, 1993 (Incorporated by reference to exhibit number
10.1(l) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.2 -- Investment Agreement dated as of May 2, 1994 among The
Hampstead Group, Inc., Wyndham Hotel Company Ltd., The Partners
in Wyndham Hotel Company Ltd., and Crow Family Partnership,
L.P., as amended (Incorporated by reference to exhibit number
10.2 in Amendment No. 1 to the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.3(a) -- Lease dated as of April 1, 1996 by and between Hospitality
Properties Trust and Garden Hotel Associates II Limited
Partnership (Incorporated by reference to exhibit number 10.3(a)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.3(b) -- Lease Agreement dated as of March 1, 1988 by and between
Lincoln Island Associates No. 1, Limited and WHI Limited
Partnership (Incorporated by reference to exhibit number 10.3(b)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose
Hall Hotel Limited and Rose Hall Associates Limited Partnership
(Incorporated by reference to exhibit number 10.3(c) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.3(d) -- Sublease Agreement dated as of November 17, 1989 by and
between Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd. (Incorporated by reference to exhibit number
10.3(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.3(e) -- Ground Lease dated as of March 26, 1987 by and between Fred
C. Boysen, Dorothy Boysen, Ted Boysen and Rose Boysen and Garden
Hotel Associates Limited Partnership, as assignee of Ramada
Hotel Operating Company as amended by First Amendment dated as
of May 7, 1990 (Incorporated by reference to exhibit number
10.3(e) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
13
15
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.3(f) -- Lease Agreement dated as of November 26, 1990 by and between
Tower 2001 Limited Partnership and Wyndham Hotel Company Ltd.,
as amended by Letter Agreement dated March 9, 1994 and Letter
Agreement dated March 22, 1995, and as amended by Amendment No.
1 dated as of November 30, 1995 (Incorporated by reference to
exhibit number 10.3(f) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on March 11, 1996).
10.3(g) -- Lease Agreement dated as of January 1992 by and between 475
Park Avenue South Co. and Wyndham Hotel Company Ltd., as amended
by Amendment of Lease dated January 30, 1995 (Incorporated by
reference to exhibit number 10.3(g) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(h) -- Sublease dated as of May 31, 1995 between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts (Incorporated by
reference to exhibit number 10.3(h) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(i) -- Lease Agreement dated as of May 16, 1994 by and between Wirtz
Realty Corporation, as agent for 333 Building Corporation and
Wyndham Hotel Company Ltd. (Incorporated by reference to exhibit
number 10.3(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between
Columbia Executive Offices, Inc. and The Inn at Semiahmoo a
Wyndham Resort (Incorporated by reference to exhibit number
10.3(j) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(k) -- Lease Agreement dated as of January 8, 1997 by and between
HPTSLC Corporation and WHC Salt Lake City Corporation
(Incorporated by reference to exhibit number 10.3(k) in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997.).
10.4 -- Master Alliance Agreement dated as of January 9, 1997 by and
among American General Hospitality Corporation, American General
Hospitality Operating Partnership, L.P., WHC Franchise
Corporation and WHC Development Corporation (Incorporated by
reference to exhibit number 10.4 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997.).
10.5 -- Limited Guaranty Agreement dated as of January 8, 1997 made
by the Company for the benefit of HPTSLC Corporation
Incorporated by reference to exhibit number 10.5 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
14
16
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.5(a) -- Form of Asset Management Agreement to be entered into between
the Company and various Crow Family Real Estate Entities
(Incorporated by reference to exhibit number 10.5(a) in
Amendment No. 2 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 14, 1996).
10.6(a) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and ISIS 2000 LP (Incorporated by reference to
exhibit number 10.6(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(b) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and Wynright Insurance (Incorporated by reference to
exhibit number 10.6(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(c) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and CW Synergistech, LP (Incorporated by reference
to exhibit number 10.6(c) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.7 -- Indenture relating to the 10 1/2% Senior Subordinated Notes
due 2006 (Incorporated by reference to exhibit number 10.10 in
the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.8 -- Stockholders' Agreement ("Stockholders' Agreement") among
Wyndham Hotel Corporation and the Stockholders listed on the
signature pages thereof (Incorporated by reference to exhibit
number 10.13 in the Company's Registration Statement on Form S-1
(Reg. No. 333-18507) filed with the Securities and Exchange
Commission on January 27, 1997).
10.9 -- Registration Rights Agreement among Wyndham Hotel Corporation
and the parties identified on the signature pages thereof
(Incorporated by reference to exhibit number 10.14 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.10(a) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and James D. Carreker (Incorporated by reference to
exhibit number 10.15(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(b) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Anne L. Raymond (Incorporated by reference to
exhibit number 10.15(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
15
17
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.10(c) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Harlan R. Crow (Incorporated by reference to
exhibit number 10.15(c) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(d) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Daniel A. Decker (Incorporated by reference to
exhibit number 10.15(d) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(e) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Susan T. Groenteman (Incorporated by reference
to exhibit number 10.15(e) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.10(f) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Stanley M. Koonce, Jr. (Incorporated by
reference to exhibit number 10.15(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-18507) filed
with the Securities and Exchange Commission on January 27,
1997).
10.10(g) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Leslie V. Bentley (Incorporated by reference to
exhibit number 10.15(g) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(h) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Robert A. Whitman (Incorporated by reference to
exhibit number 10.15(h) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.11(a) -- 6% Promissory Note made by James D. Carreker (Incorporated by
reference to exhibit number 10.16(a) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(b) -- 6% Promissory Note made by Leslie V. Bentley (Incorporated by
reference to exhibit number 10.16(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(c) -- 6% Promissory Note made by Eric A. Danziger (Incorporated by
reference to exhibit number 10.16(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(d) -- 6% Promissory Note made by Anne L. Raymond (Incorporated by
reference to exhibit number 10.16(d) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
(Incorporated by reference to exhibit number 10.16(e) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
16
18
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.11(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
(Incorporated by reference to exhibit number 10.16(f) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.12 -- Stockholders' Agreement Consent dated September 30, 1996
(Incorporated by reference to exhibit No. 10.12 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996, is filed with the Securities and Exchange Commission
on March 27, 1997).
10.13(a) -- Wyndham Employees Savings & Retirement Plan (Incorporated by
reference to exhibit number 10.19(a) in Amendment No. 2 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 14,
1996).
10.13(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan, as
revised (Incorporated by reference to exhibit number 10.19(b) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.13(c) -- Non-Employee Directors' Retainer Stock Plan, as revised
(Incorporated by reference to exhibit number 10.19(c) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.14 -- Operating Deficit Guaranty and Reserves Agreement dated as of
August 25, 1993 by and among Playhouse Square Hotel Limited
Partnership, Society National Bank and the Lenders (Incorporated
by reference to exhibit number 10.22 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.15 -- Registration Rights Agreement dated as of September 30, 1996
between the Company and Smith Barney, Inc. (Incorporated by
reference to exhibit No. 10.15 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, is filed with
the Securities and Exchange Commission on March 27, 1997).
10.16 -- Registration Rights Agreement dated as of April 29, 1996
between the Company and General Electric Investment
Corporation (Incorporated by reference to exhibit No. 10.16
to the company's Annual Report on form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
10.17 -- Promissory Note dated April 15, 1995 between the Company and
WFLP (Incorporated by reference to exhibit No. 10.17 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
10.18 -- Computerized Reservation Service Agreement between ISIS 2000
and the Company (Incorporated by reference to exhibit number
10.28 in the Company's Registration Statement on Form S-1 (Reg.
No. 333-18507) filed with the Securities and Exchange Commission
on January 27, 1997).
10.19 -- Indemnification Agreements by and between Elise Turner as an
Officer of GHMB, Inc.; MBAH, Inc.; CHMB, Inc.; Waterfront
Management Corporation; PSMB, Inc.; MTMB, Inc.; MDMB, Inc.;
AMMB, Inc.; OHMB, Inc.; WNMB, Inc.; MBWD, Inc.; MBWH, Inc.; and
BHMB, Inc., which Corporations are the Holders of Liquor
Licenses, and Wyndham Management Corporation (Incorporated by
reference to exhibit number 10.29 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
17
19
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.20 -- Senior Secured Revolving Credit Agreement among Wyndham Hotel
Corporation, The Lenders Party Thereto and Bankers Trust Company
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1996).
10.21 -- Management Contract between Homegate Hospitality, Inc. and
the Company, dated August 26, 1996 (incorporated by reference to
Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1996).
10.22 -- Proxy Agreement, dated as of April 14, 1997, by and between
Patriot American Hospitality, Inc. and CF Securities, L.P.,
James D. Carreker, Leslie V. Bentley, Anne L. Raymond, Stanley
M. Koonce, Jr. And the Company (incorporated by reference to
Exhibit Number 10.1 to Schedule 13D filed with the Securities
and Exchange Commission on April 24, 1997 on behalf of CF
Securities, L.P.)
10.23* -- Asset Management Agreements between Wyndham Hotel Corporation
and Playhouse Square Hotel L.P. and the other Parties Listed on
Schedule A attached thereto.
10.24* -- Indemnification Agreements between the Company and Susan R.
Bolger and the other Parties Listed on Schedule A attached
thereto.
10.25 -- Capital Contribution Note dated as of December 22, 1995 by
and between Pleasanton Hotel Partners, L.P. and the Company
(Incorporated by reference to Exhibit Number 10.18(a) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.26 -- Capital Contribution Note dated as of October 2, 1995 by and
between WHC-LG Hotel Partners and the Company (Incorporated by
reference to Exhibit Number 10.18(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996)
10.27 -- Capital Contribution Note dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company (Incorporated
by reference to Exhibit No. 10.18(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.28* -- FF&E Contract, dated June 30, 1994, by and between Wyndham
Hotel Company Ltd. and Waterfront Hotel Associates, S.E., as
amended.
10.29* -- FF&E and Technical Services Contract, dated May 26, 1995, by
and between Wyndham Hotel Company Ltd. And Convention Center
Boulevard Hotel, Limited.
10.30** -- Corporate Guaranty Agreements by Wyndham Hotel Corporation on
behalf of ISIS 2000 Limited Partnership for the benefit of Banc
One Leasing Corporation, including Master Lease Agreement and
Schedule of Additional Guaranty Agreements.
10.31* -- Guarantor Agreement, dated May 26, 1995 by and among Convention
Center Boulevard Hotel, Ltd., the Company, Darryl D. Berger and
Roger H. Ogden.
10.32* -- Corporate Guaranty Agreement, dated May 15, 1996, by Wyndham
Hotel Corporation on behalf of ISIS 2000 Limited Partnership
for the benefit of IBM Credit Corporation.
18
20
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
11* -- Computation of Earnings Per Share.
27.1* -- Financial Data Schedule.
*Previously Filed.
**Filed Herewith.
19