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August 14, 1998

Patriot American Hospitality, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Attn: William W. Evans III

Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Attn: Leslie Ng

Ladies and Gentlemen:

         This letter agreement between Patriot American Hospitality, Inc. 
(the "REIT") and Wyndham International, Inc., as successor to Patriot 
American Hospitality Operating Company (the "OPCO") (each a "Company" and 
collectively, the "Companies"), and UBS AG, London Branch ("UB-LB"), as 
successor to UBS (as defined), acting through its agent Warburg Dillon Read 
LLC, modifies and amends, in part, certain of the terms and conditions of 
that certain Forward Stock Contract, dated December 31, 1997 (the "Forward 
Agreement") between the Companies and Union Bank of Switzerland, London 
Branch ("UBS"), as amended. Defined terms not otherwise defined herein shall 
have the meanings ascribed to them under the Forward Agreement.

         As of July 28, 1998, the average closing price of the Paired Shares 
was below the first Mandatory Unwind Threshold, and UBS is providing notice 
to the Companies that a Mandatory Unwind Event occurred. However, the 
amendments to the Forward Stock Contract contained herein, amend the 
Mandatory Unwind Thresholds retroactively to July 28, 1998 and through the 
Maturity Date.

1.  "Mandatory Unwind Thresholds," as defined in Section II of the Forward 
Agreement, shall be deleted in its entirety and replaced as follows:

     Notwithstanding the terms and conditions of the Forward Agreement, the 
     Companies and UBS agree as follows:

                  Mandatory Unwind Threshold              Unwind Share Limit
                  --------------------------              ------------------

                              $16.00                            100.0%

2.  "Maturity Date" shall be October 15, 1998.

3.  a) Section IV shall be deleted in its entirety and replaced as follows:

    IV.   Interim Settlement

    On each Interim Settlement Date, if the Forward Price exceeds the
    closing price of the Paired Shares on such Interim Settlement Date,
    then on the Business Day following the Fifth Exchange Trading Day
    thereafter the Companies shall deliver Cash Collateral to UBS in an
    amount equal to the Interim Settlement Amount to a Cash Collateral
    Account of UBS; provided, however, that with the prior written
    consent of UBS and without affecting the Forward Price (e.g., as if
    Cash Collateral had been delivered), the Companies may deliver, in
    lieu of such Cash Collateral, Paired

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    Shares to Warburg Dillon Read LLC for the account of UBS equal to
    125% of the Interim Settlement Shares; provided, further, that no such
    Paired Shares may be delivered unless they are subject to a
    registration statement complying with Section III.A 4. above. If either
    Cash Collateral or Interim Settlement Shares is delivered pursuant to
    Section IV, then during the period between each Interim Settlement Date
    or between the final Interim Settlement Date and the Maturity Date,
    the Interim Settlement Amount shall be recalculated and the amount of
    Cash Collateral (or Interim Settlement Shares, as the case may be)
    shall be adjusted to equal such recalculated Interim Settlement Amount
    on a bi-weekly basis.

    b) Subsections A and B of Section V shall be deleted in their entirety and
replaced by:

       A. [This subsection intentionally left blank]

       B. [This subsection intentionally left blank]

    c) The first sentence of Subsection C of Section V shall be deleted in its
entirety.

4.  a) After "Condition Precedent to Physical Settlement" and before 
"Mandatory Unwind Event" in Section VI, the following shall be added:

       Early Settlements
       with respect to Other
       Substantially Similar
       Transactions:              The Companies agree that (i) prior to the
                                  early settlement, unwind or liquidation of
                                  any transaction that is substantially 
                                  similar to the transaction contemplated by
                                  this Forward Stock Contract (an "Other
                                  Transaction" including without limitation
                                  the Nationsbank and Paine Webber 
                                  transactions of approximately $125 million
                                  each), the Companies shall promptly, after
                                  learning that any such event may occur, 
                                  give telephone notice (confirmed in writing)
                                  of such upcoming settlement, unwind or
                                  liquidation, (ii) any such settlement,
                                  unwind or liquidation shall constitute a
                                  Mandatory Unwind Event under clause (ii) of 
                                  "Mandatory Unwind Event" in this Section VI,
                                  and (iii) UBS may required all or part of 
                                  the Transaction to be settled at least
                                  coincident with an Other Transaction.


    b) To clause (ii) under "Mandatory Unwind Event" in Section VI, the
following shall be added:                                  

         (6) the Companies settle, unwind or liquidate any transaction that is
             substantially similar to this Transaction, thus giving rise to a
             Mandatory Unwind Event under "Early Settlements with respect to 
             Other Substantially Similar Transactions" of this Section VI.

         (7) Failure to deliver to UBS on or before September 30, 1998, an
             effective registration statement as contemplated by 
             Section III.A.4. above.

5.     The modifications and amendments contemplated by this letter agreement 
shall not be effective unless this letter agreement is executed by all of the 
parties hereto on or before August 14, 1998.

6.     The agreement of UBS to the modifications and amendments provided for 
herein shall not constitute or imply any agreement or undertaking to agree to 
any other modification or agreement with respect to the Forward Agreement.


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Sincerely,


UBS AG, London Branch

By: /s/                                   By: /s/
   ---------------------------               -------------------------------
Name:  Karen Hayes                         Name:  Rob Morgan
Title:                                     Title:

AGREED TO AND ACCEPTED

Patriot American Hospitality, Inc.

By: /s/                         
   ---------------------------  
Name:             
Title:                          

Wyndham International, Inc.

By: /s/                         
   ---------------------------  
Name:  
Title:                          




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