Exhibit 99.8
January 29, 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) that certain letter agreement (the "Standstill
Agreement") dated December 14, 1998 between Patriot American Hospitality, Inc.
and Wyndham International, Inc. (collectively, the "Companies") and UBS AG,
London Branch (acting through its agent Warburg Dillon Read LLC, "UBS-LB"), (ii)
that certain letter agreement dated December 22, 1998 between the Companies and
UBS-LB (the "Initial Standstill Period Implementation Letter"), (iii) that
certain letter agreement dated January 4, 1999 delivered to the Companies by
UBS-LB (the "Standstill Period Acknowledgment Letter") and (iv) the Forward
Agreement and the Purchase Agreement (each as defined in the Standstill
Agreement). Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them under the Forward Agreement or the
Standstill Agreement, as the context shall require.
In consideration of the mutual covenants contained herein and in the agreements
referred to above, the parties hereto agree as follows:
1. Subject to the satisfaction of the Standstill Extension Conditions as set
forth and defined in paragraph 2 below:
a) Section 7 of the Standstill Agreement (and the Standstill Acknowledgment
Letter) shall be amended such that the term "January 31, 1999" shall be replaced
by the term "February 15, 1999", so that the Standstill Period is hereby
extended until the earlier of the closing or the termination of the transaction
contemplated by the letter of intent filed as Exhibit 99.1 to the Companies'
Current Report on Form 8-K dated December 16, 1998, but in no event later than
February 15, 1999 (the "Standstill Period Extension"); and
b) Section 8 of the Standstill Agreement shall be amended such that the term
"$5.00" shall be replaced by the term "$4.50".
2. The Standstill Period Extension contemplated herein shall not be effective
unless on or before February 1, 1999, all of the following conditions are
satisfied (the "Standstill Extension Conditions"):
a) Both NationsBank and PaineWebber, in their respective capacities as
counterparties to the Companies with respect to the Companies' other forward
equity transactions, shall have executed standstill agreements (or amendments
thereto) in form and substance reasonably satisfactory to UBS covering the
period beginning on February 1, 1999 and ending on February 15, 1999 (both dates
inclusive);
b) The lenders have consented to the Amendment and Restatement of the
$2,700,000,000 Senior Credit Facilities in accordance therewith, and such
Amendment and Restatement (including without limitation the amended maturity
dates and the amended waivers therein) is therefore in full force and effect,
all as contemplated by the Summary of Terms and Conditions contained in that
certain Patriot American Hospitality, Inc. Confidential Amendment Memorandum
dated January 1999 and prepared by Chase Securities, Inc. (the "Chase
Confidential Amendment Memorandum"); and
c) The Companies shall deliver Paired Shares to UBS-LB as necessary so that the
value of all of the Paired Shares held as collateral as of Wednesday, January
27, 1999 (as measured by the closing price on such date) shall be no less than
125% of the Settlement Amount on such date.
3. For the avoidance of doubt, even if the Standstill Extension condition
described in paragraph 2(a) above is satisfied, the Standstill Period will be
terminated under Section 8 of the Standstill Agreement if any of the
counterparties to the Companies' other forward equity transactions sells or
agrees to sell any Paired Shares.
4. For the avoidance of doubt, the Standstill Period shall terminate immediately
if any of the events in clause (ii) under "Waivers and Amendments" in the Chase
Confidential Amendment Memorandum result in the termination of the waiver
contemplated therein.
5. The Companies acknowledge that they will continue to deliver Paired Shares to
UBS-LB as required under the Forward Agreement so that the value of all of the
Paired Shares held as collateral on any Interim Settlement Date (as measured by
the closing price on such date) shall be no less than 125% of the Settlement
Amount on such date. For this purpose, the Companies agree that every Wednesday
shall be an Interim Settlement Date, and that the Companies shall deliver the
requisite number of Paired Shares on the Friday immediately following such
Wednesday. The Companies shall cure any discrepancy no later than the Business
Day immediately following receipt of written notification of such discrepancy by
UBS-LB. Failure to meet any of the requirements of this paragraph 5 shall result
in an immediate termination of the Standstill Period.
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6. At any time that the Standstill Period or a successor standstill period is
not in effect (whether by termination or by expiration or otherwise), the
Companies will pay a penalty for each Exchange Trading Day that UBS-LB is
prevented from selling Paired Shares either because a black-out has been imposed
by the Companies or because such Paired Shares are not the subject of an
effective registration statement (such penalty, a "Daily Black-Out Penalty" and
any such Exchange Trading Day, a "Penalty Day"). The amount of such Daily
Black-Out Penalty shall vary, depending the number of consecutive Exchange
Trading Days that such Daily Black-Out Penalty has been applicable. The amount
of the Daily Black-Out Penalty shall be (i) zero for each of the first three
consecutive Penalty Days, (ii) $15,000 for each of the next 10 consecutive
Penalty Days and (iii) $25,000 for each consecutive Penalty Day thereafter. The
amount of any Daily Black-Out Penalty shall be due within 2 Business Days after
written notification by UBS-LB of any amounts that are due (the timing of such
notification to be any time at UBS-LB's sole discretion on or after the Penalty
Day or Penalty Days to which such amount or amounts relate).
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This letter agreement shall be governed by and construed in accordance
with laws of the State of New York without reference to choice of law doctrine.
Sincerely,
UBS AG, London Branch
By:/s/ Xxxxxx Xxxxxx By:/s/ Xxxxxx Xxxxxxxx
------------------------- -------------------------------
Name: Name:
Title: Title:
Date: Date:
AGREED TO AND ACCEPTED
Patriot American Hospitality, Inc.
By:/s/ Xxxxxxx X. Xxxxx III
-------------------------
Name:
Title:
Date:
Wyndham International, Inc.
By:/s/ Xxxxxxx X. Xxxxx III
-------------------------
Name:
Title:
Date:
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