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EXHIBIT 2.2
WARRANT CONVERSION AGREEMENT
THIS WARRANT CONVERSION AGREEMENT, made as of the 31st day of July,
1997 (the "Agreement"), by and among CLUBHOUSE HOTELS, INC., a Kansas
corporation formerly known as ClubHouse Enterprises, Inc. ("ClubHouse"),
CLUBHOUSE INNS OF AMERICA, INC., a Kansas corporation ("Inns"), CLUBHOUSE
PROPERTIES, INC., a Kansas corporation ("Properties"), WYNDHAM HOTEL
CORPORATION, a Delaware corporation ("Wyndham"), WHC ACQUISITION CORPORATION, a
Delaware corporation and wholly-owned subsidiary of Wyndham ("MergerSub") and
K.D.F., a Massachusetts general partnership ("KDF").
R E C I T A T I O N S:
A. KDF is the owner and holder of a common stock purchase warrant
issued by ClubHouse pursuant to a Debenture and Warrant Purchase Agreement
dated May 25, 1994 (the "Warrant Agreement") among Inns, Properties, ClubHouse
and KDF which entitles KDF to purchase shares of Common Stock of ClubHouse
("Common Stock") as set forth in the Warrant Agreement (the "Warrant").
B. Inns is a wholly-owned subsidiary of ClubHouse.
C. ClubHouse, Wyndham, MergerSub and certain stockholders of
ClubHouse have entered into an Agreement and Plan of Merger dated as of July
21, 1997 (the "Merger Agreement") pursuant to which MergerSub will merge (the
"Merger") with and into ClubHouse with ClubHouse surviving the Merger as a
wholly-owned subsidiary of Wyndham (the "Surviving Corporation") and which
provides for the conversion, at the Effective Time (as defined in the Merger
Agreement), of the Warrant into shares of common stock, par value $.01 per
share, of Wyndham ("Wyndham Common Stock") and scrip in lieu of fractional
shares.
D. KDF is the holder and payee of a debenture dated May 25, 1994
issued by Inns in the original principal amount of $3,000,000 and having an
outstanding principal balance at the date hereof of $2,925,000 (the "Inns
Debenture").
E. The parties desire to set forth their agreement with respect
to the matters set forth herein.
NOW, THEREFORE, in consideration of the premises and in consideration
of the mutual covenants, promises and undertakings of the parties hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, it is agreed as
follows:
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1. CONVERSION OF WARRANT: Subject to the conditions set forth
herein and in accordance with the Merger Agreement, KDF hereby agrees that the
Warrant will be converted into Wyndham Common Stock and scrip in lieu of
fractional shares (the "Conversion Consideration") on the terms set forth in
the Merger Agreement, including, without limitation, Sections 2.6, 2.7 and 2.8
of the Merger Agreement (the "Conversion").
2. CLOSING: The Conversion shall occur and be effective at the
Effective Time of the Merger, as set forth in the Merger Agreement. If the
closing under the Merger Agreement (the "Closing") has not occurred by July 31,
1997, this Agreement shall automatically terminate and be of no further force
or effect, unless such date is extended by agreement of the parties hereto;
provided, however, that the term of this Agreement shall automatically be
extended to a date not later than August 31, 1997 without any further agreement
by the parties hereto in connection with any extension of the closing date
under the Merger Agreement by the parties thereto, and, in such event, this
Agreement will so terminate only if the Closing has not occurred by the
expiration of such extended term. The Closing will occur at the offices of the
Xxxxx Xxxxxxx Rain Xxxxxxx in Dallas, Texas, or such other place as ClubHouse
and Wyndham may agree. At the Closing, (a) if not previously paid, Wyndham
will pay to KDF the outstanding principal balance on the Inns Debenture plus
all accrued but unpaid interest thereon through the Closing Date; (b) KDF will
deliver to the Surviving Corporation (i) an Assignment and Release in the form
of Exhibit A hereto (the "Assignment") together with the original executed
Warrant, (ii) all documentation reasonably requested by the Surviving
Corporation to evidence the Conversion, (iii) if not previously delivered, the
original executed Inns Debenture marked "Paid in Full", and (iv) such further
documentation as Wyndham, ClubHouse or Inns may reasonably request to evidence
(A) the Conversion, (B) cancellation of any rights to receive shares of Common
Stock upon exercise of the Warrant, and (C) the repayment in full of the Inns
Debenture; (c) Wyndham shall deliver certificates for the shares of Wyndham
Common Stock to be received by K.D.F. pursuant to Section 2.6(e)(i) of the
Merger Agreement as in effect on the date hereof registered in the name of KDF,
in accordance with the terms of the Merger Agreement and subject to compliance
by KDF with Section 2.7(b) of the Merger Agreement; (d) ClubHouse shall
reimburse KDF for out-of-pocket expenses previously incurred in the amount of
$22,928 in connection with a proposed public offering of ClubHouse Common
Stock, and (e) KDF shall execute and deliver such documents as Wyndham,
ClubHouse or Inns shall reasonably request to evidence that KDF's rights and
ClubHouse's, Inns', Properties' and Wyndham's obligations, under or pursuant to
the Warrant Agreement and the Inns Debenture (including any rights or
obligations that by their terms are to survive any termination of the Warrant
or the Inns Debenture) shall have been terminated and shall be of no further
force or effect whatsoever effective as of the Effective Time (except that
Wyndham shall continue to have the obligations in respect of the Warrant set
forth in Sections 2.6, 2.7 and 2.8 of the Merger Agreement).
3. KDF'S REPRESENTATIONS AND WARRANTIES: To induce ClubHouse,
Wyndham and MergerSub to enter into this Agreement and the Merger Agreement and
perform their obligations hereunder and thereunder, KDF makes the following
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representations and warranties to ClubHouse, Wyndham and MergerSub; and
acknowledges and agrees that ClubHouse, Wyndham and MergerSub are entitled to
rely and have relied upon each:
3.1 Organization and Power. KDF is a general partnership
duly formed and validly existing under the laws of the Commonwealth of
Massachusetts. KDF has all requisite partnership power, and all
material governmental and regulatory licenses, authorizations,
consents and approvals to carry on its business as now conducted, to
own and operate its properties, to execute and deliver this Agreement
and any document or instrument required to be executed and delivered
on behalf of KDF hereunder, to perform its obligations under this
Agreement and any such other documents or instruments and to
consummate the Conversion and the other transactions contemplated
hereby.
3.2 Authorization. The execution, delivery and
performance of this Agreement by KDF and the consummation of the
transactions contemplated hereby have been duly authorized, adopted
and approved by all necessary action on behalf of KDF and KDF's
partners. No other proceedings on the part of KDF or any of KDF's
partners are necessary to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by KDF
and is the valid and binding obligation of KDF enforceable against KDF
in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws affecting the enforcement of
creditors' rights generally, and by legal and equitable limitations on
the availability of specific performance and other equitable
remedies).
3.3 No Encumbrances; Right to Sell. (a) KDF is the sole
record owner of the Warrant and the Inns Debenture, (b) KDF has good
title to the Warrant and the Inns Debenture, (c) KDF owns the Warrant
and the Inns Debenture free and clear of any liens, encumbrances,
pledges, options, security interests or claims of any nature
whatsoever, (d) KDF has not granted any other person or entity an
option to purchase or a right of first refusal to acquire the Warrant
or the Inns Debenture, (e) except as set forth in Schedule 3.3, no
consent of any third party is required in order for KDF to perform its
obligations hereunder, (f) KDF has not previously entered into any
other agreement with respect to the sale, transfer, assignment or
conveyance of the Warrant or the Inns Debenture or granted to any
party any interest in the Warrant or the Inns Debenture, and (g) KDF
has not exercised the Warrant, in whole or in part.
3.4 No Violation. The execution and delivery of this
Agreement by KDF and the performance by KDF of its obligations
hereunder do not and will not (a) contravene, or constitute a default
under, any (i) provisions of KDF's partnership agreement or other
organizational documents, (ii) applicable law or regulation, (iii)
agreement, note, mortgage, indenture, lease, franchise, license or
other instrument to
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which KDF is a party or by which it or its assets is bound, or (iv)
judgment, injunction, order, decree or other instrument binding upon
KDF or its assets, or (b) result in the creation of any lien or other
encumbrance on the Warrant or upon KDF or its assets.
3.5 No Litigation. There is no action, suit or
proceeding, pending or, to KDF's knowledge, threatened which in any
manner raises any question affecting the validity or enforceability of
this Agreement.
3.6 Partnership Agreement. KDF's partnership agreement,
a true and complete copy of which is attached hereto as Exhibit B, is
in full force and effect and has not been amended, modified or
supplemented.
3.7 No Broker. KDF has not retained any broker, finder
or other person entitled to a commission or other compensation in
connection with the Conversion or the other transactions contemplated
hereby.
3.8 No Other Rights. The Warrant and the Inns Debenture
represent all of KDF's rights or interests with respect to securities
of ClubHouse, Inns or Properties or any of their affiliates and
neither KDF nor any of its affiliates owns or has the right to acquire
any securities of ClubHouse, Inns or Properties or any of their
affiliates other than pursuant to the Warrant.
3.9 Merger Agreement and Proxy Statement. KDF has
received and reviewed a copy of (i) the Merger Agreement and (ii) the
ClubHouse Proxy Statement and Wyndham Private Placement Memorandum
dated July 22, 1997.
3.10 Accredited Investor. KDF hereby represents and
warrants to the Acquiror that (i) it is an "accredited investor"
within the meaning of Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act"), (ii) it has sufficient knowledge and
experience in investing in companies similar to Wyndham so as to be
able to evaluate the risks and merits of its investment in the Target
Company and it is able financially to bear the risks thereof, (iii)
any shares of the Wyndham Common Stock to be acquired by it in
connection with the consummation of the Merger and this Agreement are
being acquired for its own account for the purpose of investment and
not with a present view to or for sale in connection with any
distribution thereof in violation of the Act, (iv) it understands that
the shares of Wyndham Common Stock to be so acquired by it have not
been registered under the Securities Act or any applicable state
securities laws, (v) such shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities Act
or is exempt from such registration, (vi) such shares will bear a
legend to such effect and (vii) Wyndham will make a notation on its
transfer books to such effect. KDF hereby further represents and
warrants to Wyndham that it has received or has had access to all
information which it has considered necessary or advisable to enable
it to make a
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decision concerning the Merger, its execution and delivery of this
Agreement and its acquisition of the shares of Wyndham Common Stock to
be acquired by it in connection therewith.
4. REPRESENTATIONS AND WARRANTIES OF CLUBHOUSE, WYNDHAM AND
MERGERSUB: To induce KDF to enter into this Agreement, ClubHouse, Wyndham and
MergerSub, severally as to itself, hereby makes the following representations
and warranties and acknowledges and agrees that KDF is entitled to rely and has
relied upon each:
4.1 Authority and Binding Effect. The execution and
delivery of this Agreement and the Merger Agreement and the
performance by such party of its obligations hereunder and thereunder
have been duly authorized by all necessary corporate action. This
Agreement and the Merger Agreement have been duly executed and
delivered by it and constitute the legal, valid and binding agreement
of such party, enforceable against such party in accordance with their
terms (except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other
laws affecting the enforcement of creditors' rights generally, and by
legal and equitable limitations on the availability of specific
performance and other equitable remedies).
4.2 No Violation. The execution and delivery of this
Agreement and the Merger Agreement by such party and the performance
of its obligations hereunder and thereunder does not and will not (a)
contravene, or constitute a default under, any (i) provisions of the
Certificate of Incorporation, Articles of Incorporation or Bylaws of
such party, (ii) applicable law or regulation, (iii) agreement, note,
mortgage, indenture, lease, franchise, license or other instrument to
which such party is a party or by which it or its assets are bound, or
(iv) judgment, injunction, order, decree or other instrument binding
upon such party or its assets.
4.3 No Litigation. There is no action, suit or
proceeding, pending or, to such party's knowledge, threatened which in
any manner raises any question affecting the validity or
enforceability of this Agreement.
4.4 No Broker. Such party has not retained any broker,
finder or other person entitled to a commission or other compensation
in connection with the transactions hereunder.
4.5 Merger Agreement. The representations and warranties
of such party set forth in Articles III and IV of the Merger Agreement are true
and correct and KDF shall be deemed a beneficiary of the covenants of Wyndham
set forth in Section 7.2 of the Merger Agreement as if KDF were a "Stockholder"
as used in such Section.
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5. COVENANTS:
5.1 KDF's Covenant. Prior to the termination of this
Agreement, KDF will not enter into any agreement, take any action, or
fail to take any action, which would result in the creation of any
lien, claim, encumbrance or security interest in respect of, and will
not transfer any interest in the Inns Debenture or transfer any
interest in or exercise all or any part of the Warrant. KDF will
undertake in good faith to cause each of the conditions to be
satisfied by it hereunder to be satisfied.
5.2 Other Covenants. Wyndham, MergerSub and ClubHouse
will undertake in good faith to cause each of the conditions to be
satisfied by it hereunder and under the Merger Agreement to be
satisfied.
5.3 Registration Rights Agreement. Wyndham shall execute
and deliver the Registration Rights Agreement contemplated by Section
7.12 of the Merger Agreement, a copy of which is attached hereto as
Exhibit C, at the time and subject to the conditions specified in the
Merger Agreement.
5.4 Wyndham shall deliver certificates for the shares of
Wyndham Common Stock to be received by KDF pursuant to Section
2.6(e)(ii) of the Merger Agreement registered in the name of KDF in
accordance with the terms of the Merger Agreement and subject to
compliance by KDF with Section 2.7(b) of the Merger Agreement.
6. CONDITIONS PRECEDENT:
6.1 Wyndham's and ClubHouse's Conditions. Wyndham's and
ClubHouse's obligations hereunder, including the obligation to
complete the Conversion as contemplated hereby, are subject to the
satisfaction of the following conditions precedent and the compliance
by KDF, with the following covenants on or prior to the Closing Date:
a. Warrant: KDF shall have delivered to Wyndham
or ClubHouse, (i) all original executed documents in respect
of the Warrant pursuant to the Conversion as contemplated by
Section 2 above and (ii) any and all related documents
reasonably requested by Wyndham or ClubHouse.
b. Inns Debentures. KDF shall have delivered to
ClubHouse the original executed Inns Debenture marked "Paid in
Full".
c. Representations and Warranties True and
Correct: KDF shall deliver to Wyndham and ClubHouse at
Closing a certificate signed on behalf of KDF stating that its
representations and warranties made in this Agreement are true
and correct in all material respects as of the Closing Date as
if then
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made and that KDF has performed in all material respects all
of its covenants and other obligations under this Agreement.
d. Escrow Agreement. KDF shall have entered
into an Escrow and Contribution Agreement in the form of
Exhibit D hereto providing for the escrow by KDF of a portion
of the Conversion Consideration.
e. Nashville Airport Hotel. Wyndham or its
designee shall have acquired from C.I. Nashville, Inc. the
ClubHouse Inns Hotel located at the Nashville, Tennessee
airport.
6.2 KDF's Conditions. The obligations of KDF hereunder,
including KDF's obligation to complete the Conversion, are subject to
the satisfaction of the following conditions precedent and the
compliance by Wyndham and/or ClubHouse with the following covenants:
a. Repayment of Inns Debenture. KDF shall have
received from Wyndham payment by wire transfer in immediately
available funds of the outstanding principal balance plus all
accrued but unpaid interest on the Inns Debenture through the
date immediately prior to the Closing Date.
b. Representations and Warranties True and
Correct. Each of ClubHouse, Wyndham and MergerSub shall
deliver to KDF at Closing a certificate signed by an
authorized party stating that the representations and
warranties made by it in this Agreement are true and correct
as of the Closing Date as if then made and that it has
performed all of its covenants and other obligations under
this Agreement.
c. Delivery of Shares. Wyndham shall have
delivered to KDF certificates for the shares of Wyndham Common
Stock that KDF is entitled to receive pursuant to Section
2.6(e)(i) of the Merger Agreement.
d. Nashville Airport Hotel. C.I. Nashville,
Inc. shall have sold to Wyndham or its designee the ClubHouse
Inns Hotel located at the Nashville, Tennessee airport.
7. DEFAULT:
7.1 Specific Performance. In the event that KDF shall
default in its obligations hereunder, ClubHouse, Wyndham and MergerSub
shall, in addition to any other rights, each have the right to bring
an action for specific performance, it being acknowledged that the
Warrant is unique in nature and that an action for damages may not
provide an adequate remedy to ClubHouse, Wyndham and MergerSub in the
event of such default.
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7.2 Litigation. In the event of any litigation between
the parties arising out of or in any way connected with this
Agreement, the prevailing party in such litigation shall be entitled
to recover its costs of prosecuting and/or defending such action,
including, without limitation, reasonable attorneys' fees and costs at
trial and all appellate levels. The provisions of this paragraph
shall survive the Closing.
8. MISCELLANEOUS:
8.1 Completeness; Modification; Waiver. This Agreement
constitutes the entire agreement between the parties hereto with
respect to the transactions contemplated hereby and supersedes all
prior discussions, understandings, agreements and negotiations between
the parties hereto. This Agreement may be modified only by a written
instrument duly executed by the parties hereto. No term or condition
of this Agreement shall be deemed waived in whole or in part, except
by an instrument in writing signed by an authorized representative of
the waiving party which references specifically the term or condition
to be waived and which states explicitly that the term or condition is
waived. No waiver of any term or condition hereof by any party hereto
shall be deemed or construed to be (a) a waiver by such party of any
other term or condition hereof or (b) a waiver of such term or
condition for any party, any period or any purpose other than as
expressly set forth in the written instrument.
8.2 No Assignments by KDF. KDF may not assign this
Agreement or its rights hereunder without the prior written consent of
Wyndham and ClubHouse; provided, however, that KDF may assign this
Agreement and its rights hereunder to any entity that controls or is
controlled by KDF, subject to compliance with applicable securities
laws including, without limitation, delivery to KDF and to Wyndham by
such assignee of a written representation equivalent to the
representation contained in Section 3.30 of the Merger Agreement. Any
assignment or attempted assignment that does not comply with all of
the terms and conditions hereof shall be null and void.
8.3 Successors and Assigns. This Agreement shall bind
and inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
8.4 Governing Law; Venue. This Agreement and all
documents referred to herein shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware
without regard to the conflicts of law provisions of such state. If
any judicial authority holds or declares that the law of another
jurisdiction is applicable, this Agreement shall remain enforceable
under the laws of that jurisdiction.
8.5 Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required.
It shall not be necessary that the
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signature on behalf of all parties hereto appear on each counterpart
hereof. All counterparts hereof shall collectively constitute a
single agreement.
8.6 Severability. If any term, covenant or condition of
this Agreement, or the application thereof to any person or
circumstance, shall to any extent be invalid or unenforceable, the
remainder of this Agreement, or the application of such term, covenant
or condition to other persons or circumstances, shall not be affected
thereby, and each term, covenant or condition of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
8.7 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered by
hand, transmitted by facsimile transmission, sent prepaid by overnight
delivery service, to the addresses and with such copies as designated
below. Any notice, request, demand or other communication delivered
or sent in the manner aforesaid shall be deemed given or made (as the
case may be) by hand or confirmed by facsimile transmission, or in the
case of delivery by courier, when actually delivered to the intended
recipient.
If to KDF:
Xx. Xxxxxx Xxxxxx
Pacholder Associates, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Telecopy No. 000-000-0000
and:
Kansas Public Employees Retirement System
Xxxxxxx Xxxxx
Xxxxx 000
000 X.X. 0xx Xxxxxx
Xxxxxx, Xxxxxx 00000
Attn: Xx. Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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With a copy to:
Xxxxxx X. Xxxxxxxxx, Esq.
Xxxx, Stettinius & Hollister
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Telecopy No. 000-000-0000
If to ClubHouse:
ClubHouse Hotels, Inc.
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attn: Mr. Xxx Samples
Telecopy No.: (000) 000-0000
If to Wyndham or MergerSub:
Wyndham Hotel Corporation
Suite 2300
0000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Legal Department
Telecopy No.: (000) 000-0000
or to such other address as the intended recipient may have specified
in a notice to the other party. Any party hereto may change its
address or designate different or other persons or entities to receive
copies by notifying the other party in a manner described in this
paragraph.
8.8 Third Party Beneficiary. No person or party is
intended to be or shall be construed to be a third party beneficiary
of this agreement or any provision hereof.
8.9 Headings. Headings are included herein for
convenience of reference only, and shall in no way be construed to
define, alter, or modify any of the provisions hereof.
8.10 Reasonable Efforts; Further Assurances. Subject to
the other provisions of this Agreement, the parties hereto shall each
use their reasonable, good faith efforts to perform their obligations
herein and to take, or cause to be taken, or do, or cause to be done,
all things necessary, proper or advisable to satisfy all
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conditions to be satisfied by it under this Agreement and to cause the
transactions contemplated herein to be effected in accordance with the
terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth above.
CLUBHOUSE HOTELS, INC.
a Kansas corporation
By: /s/ XXXXXX X. SAMPLES
----------------------------------
Name: Xxxxxx X. Samples
---------------------------------
Title: President
---------------------------------
CLUBHOUSE INNS OF AMERICA, INC.
a Kansas corporation
By: /s/ XXXXXX X. SAMPLES
----------------------------------
Name: Xxxxxx X. Samples
---------------------------------
Title: President
---------------------------------
CLUBHOUSE PROPERTIES, INC.
a Kansas corporation
By: /s/ XXXXXX X. SAMPLES
-----------------------------------
Name: Xxxxxx X. Samples
---------------------------------
Title: President
---------------------------------
K.D.F.
a Massachusetts general partnership
By: /s/ XXXXXX X. XXXXXX
----------------------------------
attorney-in-fact
WYNDHAM HOTEL CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX XXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
---------------------------------
Title: Authorized Agent
---------------------------------
WHC ACQUISITION CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX XXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
---------------------------------
Title: Authorized Agent
---------------------------------
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EXHIBIT A
ASSIGNMENT AND RELEASE
THIS ASSIGNMENT AND RELEASE made as of the _____ day of July, 1997, by
and between K.D.F., a Massachusetts general partnership ("Assignor"), and
ClubHouse Hotels, Inc., a Kansas corporation ("Assignee") provides:
THAT Assignor, for and in consideration of the delivery to Assignor of
the Conversion Consideration (as defined in the Warrant Conversion Agreement
dated July ____, 1997 (the "Warrant Conversion Agreement") among Assignee,
ClubHouse Inns of America, Inc. ("Inns"), ClubHouse Properties, Inc.
("Properties"), Wyndham Hotel Corporation ("Wyndham"), WHC Acquisition
Corporation ("MergerSub") and Assignor) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby, pursuant to the Agreement and Plan of Merger dated July 21, 1997,
by and among Assignee, Assignor, Wyndham, MergerSub and others, transfer and
deliver to Assignee for conversion pursuant thereto the warrant (the "Warrant")
issued pursuant to the Debenture and Warrant Purchase Agreement dated May 25,
1994 among Inns, Properties, ClubHouse Enterprises, Inc. and Assignor (the
"Agreement") which is presently owned by and registered in the name of
Assignor, together with any and all other rights which Assignor may have with
respect to securities of Assignee (formerly known as ClubHouse Enterprises,
Inc.) or its subsidiaries or affiliates.
Effective upon the execution and delivery of this Assignment and
Release, each party hereby releases any and all rights or claims which it or
any entity controlled by it may have with respect to the other party or any of
its affiliates under any agreement except for the Warrant Conversion Agreement,
the Merger Agreement, the hotel purchase agreement between Wyndham and C.I.
Nashville, Inc. dated as of July ___, 1997, and the other documents and
agreements entered into in connection therewith. Assignee hereby accepts the
delivery for conversion of the Warrant.
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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
and Release to be executed as of the day and year first above written.
ASSIGNOR:
--------
K.D.F., a Massachusetts general
partnership
By: ,
----------------------------------
attorney-in-fact
ASSIGNEE:
--------
, Inc.
---------------------------------
a corporation
----------
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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