EXHIBIT 99.3
February [28], 1999
Patriot American Hospitality, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Wyndham International, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇
Ladies and Gentlemen:
Reference is made to the Purchase Agreement dated as of February 26, 1998
among Patriot American Hospitality, Inc. ("Patriot"), Wyndham International,
Inc. (together with Patriot, the "Companies") and NationsBanc Mortgage Capital
Corporation (the "Purchaser"), as assignee of NMS Services, Inc., and the
Purchase Price Adjustment Mechanism dated as of February 26, 1998 among the
Companies and the Purchaser (including the ISDA Master Agreement and Schedule
thereto incorporated by reference therein), each as amended on August 14, 1998,
November 23, 1998, December 10, 1998, January 4, 1999 and February 1, 1999 (the
"Agreements"). Capitalized terms are used herein as in the Agreements.
We hereby acknowledge and agree that the Securities Purchase Agreement,
dated as of February 18, 1999, by and among the Companies, Patriot American
Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P.
and the investors named therein (the "Purchase Agreement"), as in effect on the
date hereof, is an "Acceptable Transaction Agreement" within the meaning of the
Agreements. If the Purchase Agreement is amended or modified by the parties
thereto so that it ceases to be subject to customary closing conditions
reasonably satisfactory to the Purchaser or so that it ceases to provide for a
Physical Settlement of the entire Transaction on or prior to June 30, 1999 in a
manner reasonably satisfactory to the Purchaser, or if the commitment letter
dated as of February 18, 1999 among The Chase Manhattan Bank ("Chase"), Chase
Securities, Inc. ("CSI") and Patriot or the commitment letter dated as of
February 18, 1999 among Chase, CSI, Bear, ▇▇▇▇▇▇▇ & Co. Inc. and Patriot, or any
definitive agreement entered into pursuant to either such commitment letter, is
amended or modified by the parties thereto so that the use of proceeds set forth
in such commitment letters or definitive agreements, as the case may be, and the
Purchase Agreement ceases to provide for a Physical Settlement of the entire
Transaction on or prior to June 30, 1999 in a manner reasonably satisfactory to
the Purchaser, then the Purchase Agreement shall cease to be an Acceptable
Transaction Agreement and the Extended Standstill Period shall cease to be in
effect.
You hereby represent to us that, on the date hereof, there is no Default or
Event of Default (each as defined in the Credit Agreement), other than Waived
Defaults.
Assuming the accuracy of the above representation, we acknowledge that the
Extended Standstill Period is currently in effect. The parties hereto agree that
the Agreements remain 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.
Sincerely,
NationsBanc Mortgage Capital Corporation
By: /s/ [ILLEGIBLE]
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Name:
Title:
AGREED TO AND ACCEPTED:
Patriot American Hospitality, Inc. Wyndham International, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President, Chief Title: President, Chief
Operating Officer Operating Officer
