EXHIBIT 10.4
PaineWebber Financial Products Inc.
0000 0xx Xxxxxx
Xxx Xxxx XX 00000
September 15, 1998
Patriot American Hospitality, Inc.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Wyndham International, Inc.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Re: Purchase Price Adjustment Mechanism Agreement,
dated as of April 6, 1998, as amended on July 30, 1998
and August 14, 1998 (the "PaineWebber Agreement")
Gentlemen:
We understand that you wish to settle an amount not in excess of
$45,627,725 of your obligation under the Forward Stock Contract between you and
Union Bank of Switzerland, London Branch, dated December 31, 1998, as amended on
August 14, 1998 and September 11, 1998, solely by means of applying cash
collateral previously delivered under such Forward Stock Contract (together with
any interest earned thereon) (the "Partial UBS Settlement"). We hereby agree and
confirm that (i) the Partial UBS Settlement will not give rise to a Cross-
Default under Section 4.3 of the PaineWebber Agreement, and (ii) we will not
require you to settle all or part of your obligation under the PaineWebber
Agreement in connection with the Partial UBS Settlement. In all other respects,
the PaineWebber Agreement, and any right of PaineWebber arising in the past or
in the future to settle under the PaineWebber Agreement, either due to a
cross-default described in Section 4.3 of the PaineWebber Agreement or arising
or having arisen under any other provision of the PaineWebber Agreement, shall
remain in full force and effect.
Very truly yours,
PAINEWEBBER FINANCIAL PRODUCTS, INC.
By:/s/
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