Exhibit 99.6
FIFTH AMENDMENT TO AGREEMENTS
THIS FIFTH AMENDMENT TO AGREEMENTS (this "AMENDMENT") is made as of the
1st day of February, 1999, 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 (the "ASSIGNMENT
AGREEMENT,") 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 (the "FIRST AMENDMENT"), a Second
Amendment to Agreements dated as of November 23, 1998 (the "SECOND AMENDMENT"),
a Third Amendment to Agreements dated as of December 10, 1998 (the "THIRD
AMENDMENT") and a Fourth Amendment to Agreements dated as of January 4, 1998
(the "FOURTH AMENDMENT" and, together with the Purchase Agreement, the
Adjustment Agreement, the Letters, the First Amendment, the Second Amendment,
the Third Amendment and the Fourth Amendment, the "AGREEMENTS") pursuant to
which the Purchaser and the Companies effected certain amendments to the
Purchase Agreement and the Adjustment Agreement;
WHEREAS, the parties hereto wish to effect certain further amendments
to the Agreements as set forth herein;
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. INITIAL STANDSTILL. Sections 1, 2 and 3 of the Fourth Amendment are
hereby amended by substituting "February 15" for "January 31" wherever "January
31" appears in such Sections.
2. STANDSTILL TERMINATION. Section 3 of the Fourth Amendment is hereby
amended by substituting "$4.50" for "$5.00" in the sixth line thereof.
3. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Agreements.
4. AGREEMENTS IN FULL FORCE AND EFFECT. The Agreements (as amended by
this Amendment) are
hereby ratified and reaffirmed in their entirety and hereby declared to be in
full force and effect.
5. COUNTERPARTS. 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 Agreement to be
executed as of the day and year first above written.
NATIONSBANC MORTGAGE CAPITAL
CORPORATION
By: /s/ Xxx Xxxxxxxxxxxx
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Name:
Title:
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Xxxxxxx X. Xxxxx III
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Name:
Title:
WYNDHAM INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx III
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Name:
Title:
