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Patriot American Hospitality, Inc. Completes Acquisition of Nine Wyndham Hotels Representing 2,441 Rooms From Trammell Crow Family Partnerships for Approximately $296 Million

DALLAS, Dec. 22 /PRNewswire/ -- Patriot American Hospitality, Inc. (NYSE: PAH), whose shares are paired and trade as a single unit with Patriot American Hospitality Operating Company, today announced it has completed the first phase of the Wyndham transaction with its acquisition of nine Wyndham- branded hotels, representing 2,441 rooms, from partnerships affiliated with the Trammell Crow Family for approximately $296 million in cash. Earlier this year, Patriot American had announced its intent to acquire 11 Wyndham hotels representing 3,072 rooms from the Trammell Crow family partnerships in conjunction with the announcement of Patriot American's definitive merger agreement with Wyndham Hotel Corporation (NYSE: WYN). The company plans to complete the second phase of the Wyndham transaction on January 5, 1998 and its acquisition of the two remaining Wyndham hotels currently under contract next year.

According to Paul A. Nussbaum, chairman and chief executive officer of Patriot American, acquiring the complete portfolio of 11 hotels _- six of which are Wyndham Hotels and five of which are Wyndham Gardens -_ represents an important opportunity for Patriot to reinforce its strategy of expanding its presence in major metropolitan markets with balanced appeal among both business and leisure travelers. "The Wyndham and Wyndham Garden hotels in this portfolio are extremely important to the Wyndham brand. Located in major markets, several of which have high barriers to entry, we believe these hotels will prove an important and accretive investment for Patriot American, and that as flagship hotels, the properties will showcase the quality and operational excellence that we believe is synonymous with the Wyndham brand as well as with Patriot American Hospitality Operating Company," he said.

This transaction provides Patriot American its first owned assets in Philadelphia, Pa., New York City (Queens), N.Y., and Pleasanton, Calif., through the acquisitions of the 758-room Wyndham Franklin Plaza, the 225-room Garden Hotel_LaGuardia Airport, and the 171-room Wyndham Garden Hotel- Pleasanton, respectively. Patriot American will substantiate its presence in other "gateway" cities with the addition of the 199-room Wyndham Bel Age in West Hollywood/Los Angeles; the 202-room Wyndham Riverfront Hotel in New Orleans; the 408-room Wyndham Northwest Chicago and the 162-room Wyndham Garden Hotel-Wood Dale in Chicago; the 168-room Wyndham Garden Hotel-Las Colinas in Dallas; and, the 148-room Wyndham Garden Hotel-Novi in Detroit.

To fund the acquisition of nine of the Wyndham-branded assets from the Trammell Crow family partnerships, Patriot American used $254 million of its $350 million term loan with a maturity of Jan. 31, 1999, executed on Dec. 17, 1997, by The Chase Manhattan Bank and Paine Webber Real Estate Securities, Inc. The remaining $36 million from its August tax deferred exchange of 175 acres of land in San Mateo, Calif., was applied to the acquisition of the nine hotel assets. The balance of the $350 million was applied to reduce the balance under its Revolving Credit Facility revolver loan.

About the Acquired Hotels

Wyndham Bel Age Hotel -- Hollywood, Calif.

Located at the corner of Sunset and North San Vicente Boulevards, the Wyndham Bel Age is convenient to the area's entertainment, medical, legal and financial communities. Easily accessible to downtown Los Angeles, Beverly Hills, Century City and Universal City, the hotel is served by the nearby Hollywood, San Diego and Santa Monica Freeways.

The hotel features 199 suites with private balconies, a rooftop pool and whirlpool that overlook the L.A. skyline. La Brasserie Restaurant offers innovative California cuisine for breakfast, lunch and dinner, and Franco- Russian cuisine at the critically acclaimed Diaghilev Restaurant. The hotel also features 17,000 square feet of meeting space.

Wyndham Franklin Plaza Hotel -- Philadelphia, Pa.

The Wyndham Franklin Plaza is in the heart of Philadelphia amid the city's historic sites and just four blocks from the new Pennsylvania Convention Center. Adjacent to major traffic arteries, the Wyndham is easily accessible to the New Jersey Turnpike and is only 15 minutes from Philadelphia International Airport.

The hotel features 758 spacious rooms, including 38 suites. Other features include: health club, indoor swimming pool, racquetball, squash, tennis, sauna, Nautilus rooms, jogging track and 55,000 square feet of meeting space. The Terrace Restaurant in the atrium lobby offers American fare for breakfast, lunch and dinner. Between Friends Restaurant prepares specialties for lunch and dinner and features Philadelphia's best Sunday brunch.

Wyndham Riverfront Hotel New Orleans -- New Orleans, La.

New Orleans' newest luxury hotel, located across from the Convention Center and Riverwalk. The hotel is within walking distance of the French Quarter, Canal Place Shopping, Aquarium of the Americas(R), the Arts District, riverboats, streetcars and cruise ship docks.

The hotel features 202 spacious guest rooms and suites, a fully equipped exercise room, cable TV with in-room movies, two 1,584-square-foot meeting rooms, and E's Cafe featuring Creole specialties as well as traditional continental cuisine.

Wyndham Hotel Northwest Chicago -- Chicago, Ill.

The Wyndham Hotel Northwest Chicago is an O'Hare perimeter hotel, 12 miles from O'Hare International Airport, 30 minutes from downtown and three miles from the Schaumburg/Woodfield business district.

The hotel features 408 attractive, comfortable guest rooms including 5 suites, 44,000 square feet of meeting space and an extensive health club with heated indoor pool, tennis, racquetball, basketball, aerobic equipment and classes. The restaurant features casual American fare for breakfast, lunch, and dinner.

Garden Hotel at LaGuardia Airport -- East Elmhurst, N.Y.

The Garden Hotel at LaGuardia Airport is one of New York's most convenient meeting facilities. Conveniently located across from New York's LaGuardia Airport, just minutes from midtown Manhattan, Shea Stadium, the U.S. Tennis Center, and Belmont Race Track. The hotel also is easily accessible from JFK International Airport and attractions in Manhattan, Long Island and Connecticut, and features 229 rooms, 5,138 square feet of flexible meeting space and airport transportation to LaGuardia Airport. The Garden Cafe features casual American fare for breakfast, lunch and dinner, including Breakfast Bar and Pasta Bar.

Wyndham Garden Hotel -- Las Colinas

This 168-room hotel, built around a central garden, offers an indoor swimming pool, whirlpool and fitness center, plus 2400 sq. ft. of meeting space. Located in Las Colinas business district, only 10 minutes from D/FW International Airport and 20 minutes from downtown Dallas, the hotel is convenient to major attractions such as Texas Stadium, Six Flags Over Texas, and The Ballpark in Arlington.

Wyndham Garden Hotel -- Novi

This 148-room full-service hotel features 28 suites, an indoor swimming pool, sauna and whirlpool, and 2,100 square feet of meeting space. The hotel's lobby lounge is punctuated by a library and inviting fireplace overlooking a central garden area. Located just minutes northwest from Detroit, the hotel is convenient to nearby Novi Town Center and across from Twelve Oaks Mall.

Wyndham Garden Hotel -- Pleasanton

This 171 room hotel is convenient to all major San Francisco area airports and is adjacent to Stoneridge Mall with over 150 stores and restaurants. This full service hotel features an outdoor swimming pool, exercise facility with sauna and 1,248 square feet of meeting space.

Wyndham Garden Hotel -- Wood Dale

Designed around a central garden area, this full service hotel is located outside Chicago in The Chancellory business park, just 15 minutes from O'Hare International Airport. Featuring 162 guest rooms, including 58 suites, the hotel also has the "signature" Wyndham Garden Hotel library and 2400 square feet of meeting space.

Patriot/Wyndham Merger On Track to Close Jan. 5, 1998

Patriot American expects to complete the acquisition of the remaining two hotel assets, the 221-room Wyndham Milwaukee Center in Milwaukee, Wis., and the 410-room Wyndham Palm Springs in Palm Springs, Calif., from partnerships affiliated with the Trammell Crow Family after the closing of Patriot's merger with Wyndham Hotel Corporation, anticipated to occur on Jan. 5, 1998. On Dec. 12, 1997, Patriot and Wyndham announced the mailing of supplemental proxy materials to their stockholders which provided updated information regarding the announced merger agreement between Patriot American and Interstate Hotels Company. The materials also included a related amendment to the merger agreement between the Patriot companies and Wyndham. To provide shareholders more time to review the supplemental proxy materials, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company and Wyndham rescheduled their shareholder meetings for Wednesday, Dec. 31, 1997, at 8:30 a.m., 9:30 a.m. and 10:30 a.m., respectively. The record date for the stockholders' meetings is Nov. 12, 1997; the companies expect to close the merger on Jan. 5, 1998.

About Patriot American Hospitality, Inc.

Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is currently the nation's second-largest hotel real estate investment trust (REIT) with a portfolio comprised of 90 hotels and resorts with approximately 22,928 rooms and, paired together with Patriot American Hospitality Operating Company, is one of only two paired-share hotel REITs in the country.

Having increased the size of its rooms portfolio by nearly 100% since January 1997, Patriot American Hospitality, Inc. is continuing to acquire full-service hotel properties throughout North America. The company is proceeding with its acquisition of Wyndham Hotel Corporation (NYSE: WYN) which will become Patriot's paired-operating company upon completion of the transaction, slated for December 1997, and which in total will create the nation's first fully integrated, branded paired-share REIT.

The company also has announced its agreement to acquire Interstate Hotel Company (NYSE: IHC), the nation's largest independent hotel management company with 222 owned, managed and leased hotels representing more than 45,000 rooms. Upon completion of this acquisition, Interstate will be a third-party management division of Patriot American Hospitality Operating Company, to be renamed Wyndham International upon completion of the Patriot-Wyndham merger.

Forward-Looking Statements

Certain matters discussed in this press release may constitute forward- looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including general economic conditions, competition for hotel services in a given market, the availability of equity and debt financing, interest rates and other risks detailed from time to time in the filings of Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company, Wyndham Hotel Corporation and Interstate Hotels with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Reference is hereby made to the "Risk Factors" set forth in the Form 10-K for the fiscal year ended Dec. 31, 1996 filed by Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company, Wyndham Hotel Corporation and Interstate Hotels.

SOURCE Patriot American Hospitality, Inc.
 -0- 12/22/97


/CONTACT: Suzanne Cottraux, V.P. of Corporate Communications & Investor Relations of Patriot American Hospitality, Inc., 214-863-1258; Diane Rohlin, Analyst Inquiries of The Financial Relations Board, 312-640-6748/

CO: Patriot American Hospitality, Inc.; Interstate Hotel Company; Wyndham Hotel Corporation ST: Texas IN: LEI SU: RLE

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