EXHIBIT 10.38
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as of April 14, 1997
Wyndham Management Corporation
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Patriot American Hospitality, Inc.
Tri-West Plaza
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Re: Management Agreement dated May 10, 1995 (the "Management Agreement")
between Anatole Hotel Investors, L.P. ("Lessee") and Wyndham Hotel
Company, Ltd. ("Wyndham Ltd.")
Gentlemen/Mesdames:
This letter is to confirm our agreement with respect to the proposed
amendment to the Management Agreement, the making of a loan to fund the cost of
certain renovations to the Anatole Hotel and the granting of a right of first
offer with respect to the Anatole Hotel on terms materially in accordance with
those outlined on Schedule A attached hereto (collectively, the "Amendment"). I
agree to use all commercially reasonable and good faith efforts to cause DMC
Devco, Inc. to cause Lessee to approve and enter into the Amendment and to
obtain the consents thereto of the mortgagees of the Anatole Hotel, the partners
of Anatole Partners (the ground lessor of the Anatole Hotel), and the other
managers of DMC Devco, Inc., which consents to my knowledge constitute all of
the consents required to be obtained to effect the Amendment.
Sincerely,
/s/ Xxxxxx X. Xxxx
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