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Exhibit 10.11
SECOND AMENDMENT TO SETTLEMENT AGREEMENT
This SECOND AMENDMENT TO SETTLEMENT AGREEMENT (this "AMENDMENT") is
made and entered into as of the ____ day of October, 1998, by and among MARRIOTT
INTERNATIONAL, INC., a Delaware corporation, PATRIOT AMERICAN HOSPITALITY, INC.,
a Delaware corporation, and WYNDHAM INTERNATIONAL, INC., a Delaware corporation.
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 (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. FILING DATE. The Filing Date is hereby extended until November 13,
1998.
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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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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