Exhibit 99.3
SECOND AMENDMENT TO AGREEMENTS
THIS SECOND AMENDMENT AGREEMENTS (this "AMENDMENT") is made as of the
23rd day of November, 1998, by and among Patriot American Hospitality, Inc.,
Wyndham International, Inc. (together, the "COMPANIES") and NationsBanc Mortgage
Capital Corporation (the "PURCHASER").
WHEREAS, NMS Services, Inc. (the "ORIGINAL PURCHASER") and the
Companies entered into (i) a Purchase Agreement dated as of February 26, 1998
(the "PURCHASE AGREEMENT") pursuant to which the Original Purchaser purchased
4,900,000 shares (the "PURCHASE SHARES") of common stock, par value $.01 per
share, of each of the Companies, which shares of common stock are paired and
trade as a unit consisting of one share of common stock of each Company (the
"PAIRED SHARES"), and (ii) an ISDA Master Agreement (including a Schedule
thereto) and a Purchase Price Adjustment Mechanism, each dated as of February
26, 1998 (collectively, the "ADJUSTMENT AGREEMENT"), pursuant to which the
Original Purchaser and the Companies may make certain payments or deliveries of
Paired Shares as adjustments to the purchase price for the Purchase Shares;
WHEREAS, the Companies delivered to the Original Purchaser two letters
relating to underwriting matters and tax matters, respectively,
contemporaneously with the execution of the Purchase Agreement and the
Adjustment Agreement (the "LETTERS");
WHEREAS, the Original Purchaser and the Purchaser entered into a
Transfer and Assignment Agreement dated as July 31, 1998, to which the Companies
agreed and consented, pursuant to which the Original Purchaser transferred and
assigned, and the Purchaser received and assumed, all of the Purchase Shares and
all of the Original Purchaser's rights and obligations under the Purchase
Agreement, the Adjustment Agreement and the Letters;
WHEREAS, the Purchaser and the Companies entered into an Amendment to
Agreements dated as of August 14, 1998, pursuant to which the Purchaser and the
Companies effected certain amendments to the Purchase Agreement and the
Adjustment Agreement;
WHEREAS, there have been no deliveries of Interim Settlement Shares
pursuant to Section IV of the Adjustment Agreement prior to the date hereof; and
WHEREAS, the parties hereto wish to amend the Adjustment Agreement to
eliminate Section IV thereof;
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
Section IV of the Adjustment Agreement is hereby deleted in its
entirety.
The Purchase Agreement, the Adjustment Agreement (as amended by this
Amendment) and the Letters are hereby ratified and reaffirmed in their entirety
and hereby declared to be in full force and effect.
This Amendment may be executed in several counterparts, all of which
shall be identical, and all of which counterparts together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
NATIONSBANC MORTGAGE CAPITAL
CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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Name:
Title:
WYNDHAM INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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Name:
Title:
