1
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on June 3, 1996, by and among
Wynopt Investment Partnership Level II, L.P., a Delaware limited partnership,
Hampstead Genpar, L.P., a Delaware limited partnership, HH Genpar Partners, a
Delaware limited partnership, Hampstead Associates, Inc., a Texas corporation,
RAW Genpar, Inc., a Texas corporation, InMed, Inc. (d/b/a InCap, Inc.), a
Texas corporation, Xxxxxx X. XxXxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx
(collectively referred to herein as the "Filing Parties").
WHEREAS, Rule 13-d(f)(1)(iii) under the Securities Exchange Act of 1934,
as amended (the "Act"), requires that, when a Schedule 13D is filed on behalf
of more than one person, an agreement be executed and filed as an exhibit to
the Schedule 13D reflecting that the Schedule 13D is being filed on behalf of
all such persons;
NOW THEREFORE, in consideration of the premises and the mutual promises
stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the shares of common stock, $.01 par value per share, of
Wyndham Hotel Corporation, a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to
Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible
to use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy
of the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13D, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party.
Any assignment in violation of the foregoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each
of which shall be deemed to be an original copy hereof.
19 of 21
2
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
Among Filing Parties as of the date or dates set forth below.
Dated: June 3, 1996 WYNOPT INVESTMENT PARTNERSHIP LEVEL II, L.P.
By: Hampstead Genpar, L.P.,
Its General Partner
By: HH Genpar Partners
Its General Partner
By: Hampstead Associates, Inc.
Its Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
Dated: June 3, 1996 HAMPSTEAD GENPAR, L.P.
By: HH Genpar Partners
Its General Partner
By: Hampstead Associates, Inc.
Its Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
Dated: June 3, 1996 HH GENPAR PARTNERS
By: Hampstead Associates, Inc.
Its Managing General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
Dated: June 3, 1996 HAMPSTEAD ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
20 of 21
3
Dated: June 3, 1996 RAW GENPAR, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Xxxxxx X. Xxxxxxx
President
Dated: June 3, 1996 INMED, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
Dated: June 3, 1996 /s/ Xxxxxx X. XxXxxxxx
--------------------------
Xxxxxx X. XxXxxxxx
Dated: June 3, 1996 /s/ Xxxxxx X. Xxxxxxx
--------------------------
Xxxxxx X. Xxxxxxx
Dated: June 3, 1996 /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
21 of 21
