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 June 30,1997
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 August 12,
1997: Common Stock, $.01 par value - 21,618,169 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 (the "Merger
Agreement"), 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).
22
3
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
23
4
EXHIBIT
NUMBER DESCRIPTION
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).
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-
24
5
EXHIBIT
NUMBER DESCRIPTION
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).
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.).
25
6
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
26
7
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
27
8
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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.
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).
28
9
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
10.20 -- Senior Secured Revolving Credit Agreement (the
"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 (incorporated by reference to
Exhibit Number 10.23 in the Company's Quarterly
Report on Form 10-Q for the Quarter ended March
31, 1997).
10.24 -- Indemnification Agreements between the Company
and Susan R. Bolger and the other Parties Listed
on Schedule A attached thereto (incorporated by
reference to Exhibit Number 10.24 in the
Company's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1997).
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
(incorporated by reference to Exhibit Number
10.28 in the Company's Quarterly Report on Form
10-Q for the Quarter ended March 31, 1997).
29
10
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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 (incorporated by reference to Exhibit
Number 10.29 in the Company's Quarterly Report
on Form 10-Q for the Quarter ended March 31,
1997).
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 Agreement and
Schedule of Additional Guaranty Agreements
(incorporated by reference to Exhibit Number
10.30 in the Company's Quarterly Report on Form
10-Q/A for the Quarter ended March 31, 1997).
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
(incorporated by reference to Exhibit Number
10.31 in the Company's Quarterly Report on Form
10-Q for the Quarter ended March 31, 1997).
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 (incorporated by
reference to Exhibit Number 10.32 in the
Company's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 1997).
10.33* -- First Amendment to Senior Secured Revolving
Credit Agreement, dated as of July 30, 1997,
between Wyndham Hotel Corporation, the Financial
Institutions party to the Credit Agreement and
Bankers Trust Company.
10.34 -- Agreement Regarding Termination of Management
Agreements, dated as of July 25, 1997, between
Homegate Hospitality, Inc., VPS I, L.P., Prime
Hospitality Corp., Crow Realty Investors, L.P.
and Wyndham Management Corporation, Wyndham
Hotel Corporation and Wyndham IP Corporation
(including related Promissory Note).
10.35 -- Form of Registration Rights Agreement by and
between Patriot American Hospitality, Inc.,
Patriot American Hospitality Operating Company
and each of the parties signatory thereto.
10.36 -- Ratification Agreement between Patriot American
Hospitality, Inc. and Wyndham Hotel
Corporation.
10.37 -- Ratification Agreement between Patriot American
Hospitality Operating Company, formerly known
as Bay Meadows Operating Company, Patriot
American Hospitality, Inc. and C.F. Securities,
L.P.
10.38 -- Form of Cooperation Agreement between Patriot
American Hospitality, Inc. and Patriot American
Hospitality Operating Company.
10.39 -- Form of Subscription Agreement between Wyndham
Hotel Corporation and Patriot American
Hospitality Operating Company.
10.40 -- Letter Agreement, dated April 14, 1997, among
Wyndham Hotel Corporation, C.F. Securities L.P.
and TCF Hotels, L.P. with respect to the Merger
Agreement, the Stock Purchase Agreement and the
Omnibus Purchase and Sale Agreement.
11* -- Computation of Earnings Per Share.
27.1* -- Financial Data Schedule.
* Previously filed.
(b) Reports on Form 8-K: None.
30
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: August 29, 1997 By: /S/ James D. Carreker
-------------------------
James D. Carreker
President and Chief Executive Officer
Date: August 29, 1997 By: /S/ Anne L. Raymond
-------------------------
Anne L. Raymond
Chief Financial Officer, Executive
Vice President and Director (Principal
Financial Officer)
31
12
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
2.1 -- Agreement and Plan of Merger (the "Merger
Agreement"), 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).
13
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
14
EXHIBIT
NUMBER DESCRIPTION
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).
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-
15
EXHIBIT
NUMBER DESCRIPTION
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).
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.).
16
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
17
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
18
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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.
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).
19
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
10.20 -- Senior Secured Revolving Credit Agreement (the
"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 (incorporated by reference to
Exhibit Number 10.23 in the Company's Quarterly
Report on Form 10-Q for the Quarter ended March
31, 1997).
10.24 -- Indemnification Agreements between the Company
and Susan R. Bolger and the other Parties Listed
on Schedule A attached thereto (incorporated by
reference to Exhibit Number 10.24 in the
Company's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1997).
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
(incorporated by reference to Exhibit Number
10.28 in the Company's Quarterly Report on Form
10-Q for the Quarter ended March 31, 1997).
20
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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 (incorporated by reference to Exhibit
Number 10.29 in the Company's Quarterly Report
on Form 10-Q for the Quarter ended March 31,
1997).
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 Agreement and
Schedule of Additional Guaranty Agreements
(incorporated by reference to Exhibit Number
10.30 in the Company's Quarterly Report on Form
10-Q/A for the Quarter ended March 31, 1997).
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
(incorporated by reference to Exhibit Number
10.31 in the Company's Quarterly Report on Form
10-Q for the Quarter ended March 31, 1997).
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 (incorporated by
reference to Exhibit Number 10.32 in the
Company's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 1997).
10.33* -- First Amendment to Senior Secured Revolving
Credit Agreement, dated as of July 30, 1997,
between Wyndham Hotel Corporation, the Financial
Institutions party to the Credit Agreement and
Bankers Trust Company.
10.34 -- Agreement Regarding Termination of Management
Agreements, dated as of July 25, 1997, between
Homegate Hospitality, Inc., VPS I, L.P., Prime
Hospitality Corp., Crow Realty Investors, L.P.
and Wyndham Management Corporation, Wyndham
Hotel Corporation and Wyndham IP Corporation
(including related Promissory Note).
10.35 -- Form of Registration Rights Agreement by and
between Patriot American Hospitality, Inc.,
Patriot American Hospitality Operating Company
and each of the parties signatory thereto.
10.36 -- Ratification Agreement between Patriot American
Hospitality, Inc. and Wyndham Hotel
Corporation.
10.37 -- Ratification Agreement between Patriot American
Hospitality Operating Company, formerly known
as Bay Meadows Operating Company, Patriot
American Hospitality, Inc. and C.F. Securities,
L.P.
10.38 -- Form of Cooperation Agreement between Patriot
American Hospitality, Inc. and Patriot American
Hospitality Operating Company.
10.39 -- Form of Subscription Agreement between Wyndham
Hotel Corporation and Patriot American
Hospitality Operating Company.
10.40 -- Letter Agreement, dated April 14, 1997, among
Wyndham Hotel Corporation, C.F. Securities L.P.
and TCF Hotels, L.P. with respect to the Merger
Agreement, the Stock Purchase Agreement and the
Omnibus Purchase and Sale Agreement.
11* -- Computation of Earnings Per Share.
27.1* -- Financial Data Schedule.
* Previously filed.