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Exhibit 10.12
THIRD AMENDMENT TO SETTLEMENT AGREEMENT
This THIRD AMENDMENT TO SETTLEMENT AGREEMENT (this "AMENDMENT") is made
and entered into as of the 6th day of January, 1999, by and among MARRIOTT
INTERNATIONAL, INC., a Delaware corporation ("MARRIOTT"), PATRIOT AMERICAN
HOSPITALITY, INC., a Delaware corporation ("PAH"), and WYNDHAM INTERNATIONAL,
INC., a Delaware corporation (collectively with PAH, "PATRIOT").
PRELIMINARY STATEMENT
A. The parties hereto executed that certain Settlement Agreement dated
the 27th day of May, 1998, as amended by that certain First Amendment to
Settlement Agreement dated the 26th day of August, 1998, and as further amended
by that certain Second Amendment to Settlement Agreement dated as of October 29,
1998 (collectively, the "SETTLEMENT AGREEMENT").
B. The Merger contemplated by the Settlement Agreement was consummated
on June 2, 1998 and, as a result thereof, Patriot and Wyndham are direct or
indirect successors in interest to Interstate.
C. The parties hereto desire to further amend the Settlement Agreement
in certain respects as contained herein.
NOW THEREFORE, in consideration of the mutual premises, obligations,
covenants and agreements herein contained and contained in the Settlement
Agreement, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. DEFINITIONS. Except as specifically defined herein, all capitalized
terms used herein shall have the definitions provided in the Settlement
Agreement.
2. DIVESTITURE CONSUMMATION EXTENSION. The reference to January 29,
1999 in the first sentence of the second paragraph of Section 5.11 of the
Settlement Agreement is hereby amended to be the earlier of (i) March 30, 1999
or (ii) 23 calendar days after Marriott receives notice from Patriot, or Patriot
receives notice from Marriott, that such party has elected to accelerate such
date.
3. NO OTHER CHANGES. Except as specifically amended herein, the
Settlement Agreement remains in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
and all of which shall together constitute one and the same instrument.
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5. NOTICE. Notice hereunder shall be given by facsimile, with original
by overnight delivery, to the parties as set forth below. Notice shall be deemed
given when received (if sent by facsimile).
If to Marriott:
Xxxxxx X. Xxxxx
Marriott Lodging
Xxxxxxxx Xxxxx, Xxxx. 000
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxx, Esq.
Marriott International, Inc.
Xxxxxxxx Xxxxx, Xxxx. 00/000
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Patriot:
Xxxxxxx X. Xxxxx III
Patriot American Hospitality
000 Xxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxx, Procter & Xxxx LLP
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, each of the parties hereto has caused its
duly authorized representative to execute this Amendment as of the day and year
first written above.
ATTEST: MARRIOTT INTERNATIONAL, INC.,
a Delaware corporation
By: [Seal]
--------------------------------------
Name:
Title:
PATRIOT AMERICAN HOSPITALITY, INC.,
a Delaware corporation
By: [Seal]
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Name:
Title:
WYNDHAM INTERNATIONAL, INC.,
a Delaware corporation
By: [Seal]
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Name:
Title:
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