EXHIBIT 10.5
September 29, 1998
Patriot American Hospitality, Inc.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxx III
Wyndham International, Inc.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx Xx
Ladies and Gentlemen:
This letter agreement among Patriot American Hospitality, Inc. (the
"REIT"), Wyndham International, Inc. (the "OPCO") (each a "Company" and
collectively, the "Companies") and PaineWebber Financial Products Inc.
("PaineWebber") modifies and amends, in part, certain of the terms and
conditions of that certain Purchase Price Adjustment Mechanism Agreement,
dated April 6, 1998 (the "Agreement") between the Companies and PaineWebber,
as amended by the letter agreement dated August 14, 1998. Defined terms not
otherwise defined herein shall have the meanings ascribed to them under the
Agreement.
Notwithstanding the terms and conditions of the Agreement, the Companies
and PaineWebber agree as follows:
1. REPRESENTATIONS AND WARRANTIES. The representations, warranties and
covenants of the Companies in Section 4 of the Purchase Agreement, dated
as of April 6, 1998 (the "Purchase Agreement"), among the Companies and
PaineWebber are hereby incorporated by reference herein, and the
Companies hereby so represent, warrant and covenant to PaineWebber. The
provisions of Section 6 of the Purchase Agreement shall also be
applicable to any Paired Shares delivered to PaineWebber under this
Agreement.
Patriot American Hospitality, Inc.
Wyndham International, Inc.
September 30, 1998
Page 2
2. FILING OF REGISTRATION STATEMENT. The Companies agree to use all best
efforts to file and have declared effective, before October 15, 1998, a
registration statement covering the sale of any Paired Shares issued to
PaineWebber pursuant to the Purchase Agreement or the Agreement;
provided, however, that at PaineWebber's request at any time prior to
that date, the Companies will use all best efforts to file and have
declared effective such registration statement as soon as possible
thereafter. PaineWebber agrees that such filing will satisfy the
requirements of Section 7.1(a) of the Purchase Agreement with respect to
Resale Registration Statements.
3. EFFECTIVE DATE. Paragraph 7 of the letter agreement among the parties
hereto dated August 14, 1998 is amended by replacing "September 30,
1998" with "October 15, 1998."
4. EFFECT. Notwithstanding this letter agreement all other provisions as
amended remain in full force and effect.
Sincerely,
PaineWebber Financial Products Inc.
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
AGREED TO AND ACCEPTED
Patriot American Hospitality, Inc. Wyndham International, Inc.
By: /s/ Xxxxxxx X. Xxxxx III By: /s/ Xxxxxxx X. Xxxxx III
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Name: Xxxxxxx X. Xxxxx III Name: Xxxxxxx X. Xxxxx III
Title: Title:
