EXHIBIT 99.2
February 28, 1999
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:
Reference is made to (i) the Purchase Price Adjustment Mechanism Agreement
(the "Forward Agreement") dated April 6, 1998 among Patriot American
Hospitality, Inc. ("Patriot"), Wyndham International, Inc. (collectively, the
"Companies") and PaineWebber Financial Products, Inc. ("PaineWebber") and (ii)
the letter agreement (the "Standstill Agreement") dated as of February 1, 1999,
by and among the Companies and PaineWebber.
We hereby acknowledge and agree that the Securities Purchase Agreement,
dated as of February 18, 1999, by and among the Companies and the investors
named therein, together with the commitment letters dated as of February 19,
1999 among The Chase Manhattan Bank, Chase Securities, Inc. and Patriot and the
commitment letter dated as of February 19, 1999 among The Chase Manhattan Bank,
Chase Securities, Inc., Bear, Xxxxxxx & Co. Inc. and Patriot, is an "Acceptable
Transaction Agreement" within the meaning of the Standstill Agreement.
You hereby represent to us that, on the date hereof, there is no
Cross-Default (as defined in the Forward Agreement but without giving effect to
any 5 or 15-day cure period provided in Section 4.2(a) of the Forward
Agreement).
Assuming the accuracy of the above representation, we acknowledge and agree
that the Extended Standstill Period (as defined in the Standstill Agreement) is
in effect.
In addition, the parties agree that paragraph 4(a)(iv) of the Standstill
Agreement shall be amended by adding at the end thereof the following:
"the provisions of any Acceptable Transaction Agreement calling for the
settlement of the Companies' obligations under the Forward Agreement shall be
modified without the written consent of PaineWebber, or the Companies shall,
without PaineWebber's prior written consent, have publicly announced an
intention to modify such provisions, in each such case where such Acceptable
Transaction Agreement, as so modified, would not constitute an Acceptable
Transaction Agreement, or"
The parties hereto agree that the Standstill Agreement, as hereby
supplemented, remains in full force and effect.
This letter agreement 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.
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Sincerely,
PaineWebber Financial Products, Inc.
By: /s/ XXXXXX XXXXX
------------------------------
Name: Xxxxxx Xxxxx for Xxxxxxxx Xxxxxx
Title: Vice President
AGREED TO AND ACCEPTED:
Patriot American Hospitality, Inc. Wyndham International, Inc.
By: /s/ XXXXXXX X. XXXXX III By: /s/ XXXXXXX X. XXXXX III
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: President and Chief Title: President and Chief
Operating Officer Operating Officer
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