<PAGE>


                                                                  Exhibit 10.6


                       Purchase Price Adjustment Mechanism


To:               Patriot American Hospitality, Inc.
                  1950 Stemmons Freeway, Suite 6001
                  Dallas, Texas 75207

To:               Wyndham International, Inc.
                  1950 Stemmons Freeway, Suite 6001
                  Dallas, Texas 75207

From:             NMS Services, Inc., a subsidiary of NationsBank Corporation
                  c/o NationsBanc Montgomery Securities LLC
                  9 W. 57th Street, 47th Floor
                  New York, NY 10019

Date:             February 26, 1998


Ladies and Gentlemen,

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern. References herein to the "Transaction" shall be deemed to be references
to a "Swap Transaction" solely for the purposes of the 1991 ISDA Definitions.

This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of February 26, 1998, as amended and supplemented from
time to time (the "Agreement"), between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below. In
the event of any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purposes of this
Transaction.

I.       The Transaction

Patriot American Hospitality, Inc. (the "REIT") and Wyndham International, Inc.
(the "OPCO") (each a "Company" and collectively, the "Companies") and NMS
Services, Inc., a subsidiary of NationsBank Corporation (the "Purchaser"),
through its agent NationsBanc Montgomery Securities LLC ("NMS"), hereby agree to
make the payments and deliveries provided for in Sections III., IV. and V.
hereof, all on the terms more particularly specified herein. The Transaction is
being entered into in connection with and is incorporated by reference in the
Purchase Agreement, as defined below.


<PAGE>


                       Purchase Price Adjustment Mechanism

II.      Definitions

For the purposes of this Confirmation, the following terms shall have the
meanings set opposite:

Adjustments:                        In the event of:

                                    (a) a subdivision, consolidation or
                                    reclassification of the REIT Shares or the
                                    OPCO Shares, or a free distribution or
                                    dividend to all existing holders of REIT
                                    Shares or the OPCO Shares by way of bonus,
                                    capitalization or similar issue;

                                    (b) a distribution or dividend to all
                                    existing holders of REIT Shares or the OPCO
                                    Shares of (i) additional REIT Shares or OPCO
                                    Shares or (ii) other share capital or
                                    securities granting right to payment of
                                    dividends and/or the proceeds of liquidation
                                    of either Company equally or proportionally
                                    with such payments to holders of Paired
                                    Shares; or

                                    (c) a merger, consolidation, reorganization
                                    or liquidation of either Company;

                                    an adjustment shall thereupon be effected by
                                    the Calculation Agent to the Forward Price
                                    and/or the Underlying Shares at the time of
                                    such event with the intent that following
                                    such adjustment, the value of this
                                    Transaction is economically equivalent to
                                    the value immediately prior to the
                                    occurrence of the event causing the
                                    adjustment.

Bank:                               NationsBank, N.A.

Calculation Agent:                  The calculations and determinations of the 
                                    Calculation Agent shall be made in a 
                                    commercially reasonable manner and shall
                                    be binding absent manifest error.

Collateral Release Shares:          Paired Shares delivered pursuant to Section 
                                    V.C.

Compounding Period:                 Means each period commencing on and
                                    including:

                                    (i) in the case of the first Compounding
                                    Period, the Effective Date and ending on but
                                    excluding the earlier of the first Interim
                                    Settlement Date or Day S, and

                                    (ii) for each period thereafter, an Interim
                                    Settlement Date and ending on but excluding
                                    the earlier of the next following Interim
                                    Settlement Date or Day S.

                                    If there is a Partial Settlement, then (i)
                                    the Compounding Period for the Settlement
                                    Shares covered by such Partial Settlement 
                                    shall end on Day S for such Partial 
                                    Settlement and


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<PAGE>


                       Purchase Price Adjustment Mechanism

                                    (ii) the Compounding Period for the 
                                    remaining Underlying Shares shall be 
                                    determined without regard to such Partial 
                                    Settlement.

Customer Account:                   The account established in favor of the
                                    Companies pursuant to the Customer Agreement
                                    dated the date hereof between the Companies
                                    and NMS.

Daily Average Price:                Means, for any Exchange Trading Day, the sum
                                    of (i) the dollar volume weighted average
                                    price per Paired Share for that Exchange
                                    Trading Day based on transactions executed
                                    during that Exchange Trading Day on the
                                    Relevant Exchange, excluding any transaction
                                    executed during the last one-half hour of
                                    trading, as reported on Bloomberg.

Daycount Fraction:                  Actual/360.

Day S:                              For Settlement pursuant to Section III. or
                                    VI., the day upon which settlement
                                    activities shall begin.

Dividend Amount:                    A. Means, on each Interim Settlement Date or
                                    Day S, an amount in U.S. Dollars equal to
                                    the sum of all cash distributions paid on
                                    either a REIT Share or on an OPCO Share
                                    comprising part of a Paired Share during the
                                    relevant Compounding Period; and

                                    B. Separately, and not included in the
                                    Dividend Amount, the Purchaser will pay or
                                    cause to be paid to the Companies on the
                                    Business Day after the relevant dividend
                                    payment date (i) all cash dividends on
                                    Paired Shares that have gone ex- dividend,
                                    but on which dividends have not been paid,
                                    prior to the end of the final Compounding
                                    Period for any settlement, based on a number
                                    of Paired Shares equal to the number of
                                    Settlement Shares for such settlement, (ii)
                                    all cash dividends received by the Purchaser
                                    at any time, on Paired Shares delivered by
                                    the Companies pursuant to Section III.E.
                                    that have gone ex-dividend after Day S but
                                    prior to the end of the Unwind Period for
                                    any settlement, and (iii) all cash dividends
                                    paid on Paired Shares held in the Customer
                                    Account.

Effective Date:                     February 26, 1998

Exchange Trading Day:               Each day on which the Relevant Exchange is
                                    open for trading.

Forward Price:                      On each Interim Settlement Date or Day S,
                                    the Forward Price shall be determined for
                                    such day by:

                                    a) multiplying the Initial Price for the
                                    Compounding Period by the sum of


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                       Purchase Price Adjustment Mechanism


                                    1 plus the product of (i) the appropriate
                                    Daycount Fraction and (ii) the sum of (x)
                                    LIBOR, determined as of the previous Interim
                                    Settlement Date (or in the case of the first
                                    Interim Settlement Date, as of the Effective
                                    Date), for a Designated Maturity of 3
                                    months, and (y) the Spread; and

                                    b) subtracting the Dividend Amount at that
                                    date;

                                    PROVIDED HOWEVER that if the Companies
                                    deliver Interim Settlement Shares pursuant
                                    to Section IV. or Collateral Release Shares
                                    pursuant to Section V.C. during any
                                    Compounding Period, the Forward Price as of
                                    the preceding Interim Settlement Date for
                                    the purpose of determining the Initial Price
                                    for such Compounding Period shall be
                                    adjusted to a price equal to the Daily
                                    Average Price on the Exchange Trading Day
                                    immediately prior to the most recent Interim
                                    Settlement Date, adjusted up for any
                                    positive result or down for any negative
                                    result of the following formula:

                                    (i) the Interim Settlement Amount for the
                                    most recent Interim Settlement Date.

                                    minus,

                                    (ii) the product of (x) the number of
                                    Interim Settlement Shares or Collateral
                                    Release Shares, as the case may be,
                                    delivered during such Compounding Period and
                                    (y) the average Daily Average Price on each
                                    Exchange Trading Day during the Interim
                                    Settlement Unwind Period.

                                    then divide such result by,

                                    (iii) the number of Underlying Shares.

                                    The Forward Price will be subject to
                                    adjustment as provided in the definition of
                                    Adjustments.

Initial Price:                      Means,

                                    a) for the Compounding Period ending on the
                                    first Interim Settlement Date, an amount in
                                    U.S. Dollars equal to $25.50,

                                    and

                                    b) for each subsequent Compounding Period,
                                    the Forward Price as calculated on or
                                    adjusted as of the preceding Interim
                                    Settlement Date.


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                       Purchase Price Adjustment Mechanism


Interim Settlement Dates:           May 26, 1998, August 26, 1998 and November
                                    26, 1998, subject to adjustment in
                                    accordance with the Modified Following
                                    Business Day convention.

Interim Settlement Amount:          On any Interim Settlement Date, the product
                                    of (a) the number of Underlying Shares, and
                                    (b) the amount by which the Forward Price
                                    exceeds the Daily Average Price on the
                                    Exchange Trading Day immediately prior to
                                    such Interim Settlement Date.

Interim Settlement Shares:          The Interim Settlement Amount divided by the
                                    Daily Average Price on the Exchange Trading
                                    Day immediately prior to such Interim
                                    Settlement Date, with any fractional shares
                                    rounded up to the next highest whole number.

Interim Settlement
Unwind Period:                      Means, following any delivery of Interim
                                    Settlement Shares or Collateral Release
                                    Shares hereunder, a number of consecutive
                                    Exchange Trading Days commencing on the
                                    Exchange Trading Day immediately following
                                    the date of delivery of such shares, which
                                    number shall equal the product (rounded up
                                    to the next highest whole number) of (i) 100
                                    times (ii) the quotient of (A) the number of
                                    shares so delivered divided by (B) the
                                    number of Underlying Shares as of the date
                                    of this Confirmation.

LIBOR:                              Means USD-LIBOR-BBA as such term is defined
                                    in the Agreement.

Mandatory Unwind Date:              In the case of a Mandatory Unwind Event
                                    specified in clause (i) of the Mandatory
                                    Unwind provisions of Section VI., at least
                                    three Exchange Trading Days following such
                                    Mandatory Unwind Event. In the case of a
                                    Mandatory Unwind Event specified in clause
                                    (ii) of such provisions, the date specified
                                    in the notice delivered to the Companies
                                    pursuant to such provision of Section VI.

<TABLE>
<CAPTION>

Mandatory Unwind
Thresholds:                         Mandatory
                                    Unwind Thresholds           Unwind Share Limit
                                    -----------------           ------------------
<S>                                     <C>                       <C>
                                        $20.00                  up to 33.0% of Underlying Shares
                                        $18.75                        67.0%
                                        $17.25                       100.0%

</TABLE>


Margin Percentage:                  On the First Exchange Trading Day of any
                                    Unwind Period, 107%, declining ratably on
                                    each subsequent Unwind Day during the Unwind
                                    Period to 100%.


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                       Purchase Price Adjustment Mechanism


Maturity Date:                      One (1) year after the Effective Date,
                                    subject to extension upon the written
                                    approval of the Purchaser in its sole
                                    discretion.

Maturity Placement Fee:             2.00%, based on the mechanics in Section
                                    III.E. The parties may agree to alter the
                                    settlement mechanics, which may result in a
                                    different Maturity Placement Fee.

Paired Shares:                      Shares of common stock, $0.01 par value per
                                    share, of the REIT (the "REIT Shares") and
                                    shares of common stock, par value $0.01 per
                                    share, of OPCO (the "OPCO Shares"), which
                                    are paired and traded as a unit consisting
                                    of one (1) REIT Share and one (1) OPCO Share
                                    (which REIT Shares and OPCO Shares shall
                                    include the common stock of any successor
                                    issuers).

Partial Settlement:                 A settlement effected in accordance with
                                    Section III.A. with respect to less than the
                                    full number of Underlying Shares.

Purchase Agreement:                 The Purchase Agreement, dated as of February
                                    26, 1998, by and among the Companies and the
                                    Purchaser.

Purchase Shares:                    Has the meaning set forth in Section 1 of
                                    the Purchase Agreement.

Relevant Exchange:                  Means, with respect to any Exchange Trading
                                    Day, the principal Stock Exchange on which
                                    the Paired Shares are traded on that day.

Settlement Amount:                  The product of the Settlement Price and the
                                    Settlement Shares.

Settlement Disruption
Event:                              Means an event beyond the control of the
                                    parties as a result of which The Depository
                                    Trust Company ("DTC") or any successor
                                    depositary cannot effect a transfer of the
                                    Settlement Shares or the Paired Shares. If
                                    there is a Settlement Disruption Event on a
                                    date on which a transfer of Paired Shares is
                                    required to be made hereunder, then the
                                    transfer of the Paired Shares that would
                                    otherwise be due to be made by the Purchaser
                                    or the transfer of the Paired Shares that
                                    would otherwise be due to be made by the
                                    Companies, as applicable, on that date shall
                                    take place on the first succeeding Exchange
                                    Trading Day on which settlement can take
                                    place through DTC, provided that if such a
                                    Settlement Disruption Event persists for
                                    five consecutive Business Days, then the
                                    party obliged to deliver such Settlement
                                    Shares shall use its best efforts to cause
                                    such Shares to be delivered promptly
                                    thereafter to the other party in any
                                    commercially reasonable manner.


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                       Purchase Price Adjustment Mechanism


Settlement Price:                   If Day S is an Interim Settlement Date or
                                    the Maturity Date, the Forward Price;
                                    otherwise, the Forward Price adjusted for
                                    LIBOR breakage adjustments (either positive
                                    or negative) for such Forward Price for the
                                    period from Day S to the next following
                                    Interim Settlement Date. Any breakage
                                    adjustments shall be calculated by the
                                    Calculation Agent in accordance with normal
                                    industry standards.

Settlement Shares:                  The number of shares up to the full number
                                    of Underlying Shares subject to settlement
                                    under Section III. or VI.

Spread:                             1.50% per annum.

Stock Exchange:                     Means the New York Stock Exchange, the
                                    American Stock Exchange or the National
                                    Market System of the Nasdaq Stock Exchange.

Stock Settlement
Unwind Price:                       If Daily Sales is elected as the unwind
                                    method, the weighted average Daily Average
                                    Price for the Unwind Days during the Unwind
                                    Period where the weighting of the Daily
                                    Average Price in each Unwind Day of the
                                    Unwind Period other than the last Unwind Day
                                    of the Unwind Period shall be one and the
                                    weighting of the Daily Average Price for the
                                    last Unwind Day of the Unwind Period shall
                                    be equal to the quotient obtained by
                                    dividing (i) the difference between (A) the
                                    Settlement Amount and (B) the product of (1)
                                    one less than the number of Unwind Days in
                                    the Unwind Period, (2) 1% of the number of
                                    Underlying Shares on the date of this
                                    Confirmation and (3) the average Daily
                                    Average Price for the Unwind Days in the
                                    Unwind Period excluding the last Unwind Day
                                    of the Unwind Period by (ii) the product of
                                    (x) 1% of the number of Underlying Shares on
                                    the date of this Confirmation and (y) the
                                    Daily Average Price on the last Unwind Day
                                    of the Unwind Period.

                                    If Underwritten Sale is elected as the
                                    unwind method, a price equal to the per
                                    share sale proceeds to the Purchaser in such
                                    Underwritten Sale.

Trade Date:                         February 26, 1998.

Underlying Shares:                  4,900,000 Paired Shares of the Companies
                                    (NYSE ticker "PAH"), subject to adjustment
                                    in the event of Partial Settlements.

Unwind Day:                         Each Exchange Trading Day on which (i) no
                                    Market Disruption Event has occurred and
                                    (ii) the resale registration


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                       Purchase Price Adjustment Mechanism


                                    statement provided by the Company pursuant
                                    to the Purchase Agreement and Section
                                    III.A.4. is effective and the related
                                    prospectus is not unavailable (including by
                                    reason of the existence of a Black-Out
                                    Period under the Purchase Agreement) for
                                    delivery to purchasers of Paired Shares.

Unwind Period:                      In the event of (i) Stock Settlement or Net
                                    Stock Settlement and (ii) the election of
                                    Daily Sales as the unwind method, the period
                                    beginning on Day S and ending on (and
                                    including) the first Unwind Day on which the
                                    product of (A) the Stock Settlement Unwind
                                    Price as calculated on such Unwind Day as if
                                    such Unwind Day were the final Unwind Day of
                                    the Unwind Period (provided that, for
                                    purposes of this calculation, the Stock
                                    Settlement Unwind Price shall be calculated
                                    by weighting equally each Unwind Day in the
                                    hypothetical Unwind Period), (B) the number
                                    of Unwind Days in the Unwind Period
                                    (including such Unwind Day) and (C) 1% of
                                    the number of Underlying Shares on the date
                                    of this Confirmation equals or exceeds the
                                    Settlement Amount.

Valuation Date:                     In the case of determining any Physical
                                    Settlement value, Net Stock Settlement
                                    Shares or Stock Settlement Shares, Day S,
                                    the day preceding Day S and all Unwind Days
                                    during the Unwind Period; in the case of
                                    determining any Preliminary Stock Settlement
                                    Shares or Preliminary Net Stock Settlement
                                    Shares, the Exchange Trading Day immediately
                                    preceding Day S; in the case of determining
                                    the Interim Settlement Amount and related
                                    calculation, the day prior to the Interim
                                    Settlement Date, and the five (5) Exchange
                                    Trading Days following receipt of Interim
                                    Settlement Shares by the Purchaser.

Valuation Time:                     4:00 pm EST, or in the event the Relevant
                                    Exchange closes early, such closing time.


III.     Settlement

A.       Notice and Procedures

1.       The Companies may on any Exchange Trading Day up to and including the
         Maturity Date, upon the giving of telephonic notice to the Purchaser
         (the "Settlement Notice") at least three (3) Business Days (or, if
         Underwritten Sale is elected as the unwind method and such Underwritten
         Sale takes the form of a fixed price underwritten public offering, 21
         Business Days) prior to Day S as specified in such Settlement Notice,
         settle all or part of this Transaction. The Settlement Notice shall
         specify:

                  (i) the Settlement Shares;


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                       Purchase Price Adjustment Mechanism


                  (ii) the settlement method, subject to change upon notice as
                  described below in this section (Physical, Stock or Net Stock
                  Settlement, as such methods are described below); and

                  (iii) Day S, which must be an Exchange Trading Day; provided
                  however, that if Physical Settlement, Stock Settlement or Net
                  Stock Settlement is selected and in the Purchaser's reasonable
                  judgment the delivery of the Settlement Shares would
                  potentially violate or contravene any legal or regulatory
                  prohibition or requirement applicable to the Purchaser or
                  cause the Purchaser to contravene any established corporate
                  policy or compliance policy of the Purchaser which relates to
                  any legal or regulatory prohibition or requirement applicable
                  to the Purchaser (other than any corporate policy limiting the
                  amount of the Purchaser's investment in another entity) then
                  the Purchaser shall at least three (3) Business Days prior to
                  the proposed Day S, notify the Companies telephonically
                  (confirmed by writing) of any such impediment and its estimate
                  of the period during which such impediment will preclude the
                  Purchaser's ability to settle all or part of this Transaction,
                  in which event Day S shall be postponed until the Purchaser
                  notifies the Companies of its ability to effect Physical
                  Settlement, Stock Settlement or Net Stock Settlement; and

                  (iv) the unwind method (Daily Sales or Underwritten Sale, as
                  such methods are described below).

                  The Settlement Notice shall be effective only if the notice
                  requirements specified above are fulfilled; provided, that if
                  the Settlement Notice is complete except that no settlement
                  method is specified, then the settlement method shall be
                  deemed to be Physical Settlement, and if the Settlement Notice
                  is complete except that no unwind method is specified, the
                  unwind method shall be deemed to be Daily Sales. If no
                  Settlement Notice meeting the above requirements is received
                  prior to five (5) Business Days prior to the Maturity Date,
                  then a settlement shall occur with respect to which Day S
                  shall be deemed to be one Exchange Trading Date after the
                  Maturity Date and Settlement Shares shall be deemed to equal
                  Underlying Shares. The Companies may upon telephonic notice to
                  the Purchaser of at least one (1) Exchange Trading Date prior
                  to the proposed Day S, withdraw any Settlement Notice.

         In the case of any Partial Settlement, the number of Underlying Shares
         to which this Transaction shall relate shall be adjusted, as of Day S,
         by subtracting the number of Settlement Shares from the number of
         Underlying Shares (as the same may have been adjusted prior to such
         Partial Settlement) immediately prior to such Day S.

         In the event that the Company provided notice of Stock or Net Stock
         Settlement, on any day during the applicable Unwind Period, upon
         providing one (1) Business Day's telephonic notice, the Company may
         elect to effect Physical Settlement for all Settlement Shares that have
         not already been settled, determined in the manner provided in the
         following sentence. The number of Settlement Shares deemed to have
         already been settled shall equal the product of 1% of the number of
         Underlying Shares on the date of this Confirmation and the number of
         elapsed Unwind Days in the Unwind Period. In the event that the
         Companies elect to effect Physical Settlement pursuant to this
         paragraph, 


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                       Purchase Price Adjustment Mechanism

         (i) the notice day shall become the final day of the Unwind Period with
         regard to the Settlement Shares that are deemed to have been settled,
         and (ii) the Exchange Trading Day immediately following the notice day
         shall become Day S for the remaining Settlement Shares and the
         Settlement Price for these remaining Settlement Shares shall be
         recalculated accordingly.

2.       On Day S, the Settlement Price for the Settlement Shares and the
         Settlement Amount shall be determined for Day S.

3.       The Settlement Amount shall be determined by the Calculation Agent and
         the settlement procedures shall be executed pursuant to the settlement
         method (B., C., or D. of this Section III.) selected by the Companies
         in their its sole discretion.

4.       It shall be a condition precedent to any right of the Companies to
         elect Stock Settlement (III.C. below) or Net Stock Settlement (III.D.
         below) or to deliver Paired Shares in satisfaction of their obligations
         under Section III.E.6., that the Companies must (i) notify the
         Purchaser (in writing or telephonically) of such election at least five
         (5) Business Days prior to Day S and (ii) prior to Day S, cause to be
         filed with the Securities and Exchange Commission (the "Commission")
         and cause to become effective under the Securities Act of 1933, as
         amended (the "Securities Act") a registration statement that results in
         the Purchaser (or any affiliate of the Purchaser designated by the
         Purchaser) being able to resell all Paired Shares to be delivered by
         the Company in effecting such Stock Settlement or Net Stock Settlement
         without further registration under the Securities Act. Such
         registration statement shall include one or more preliminary
         prospectuses, prospectuses, and any amendments and supplements thereto
         such that any preliminary prospectus or prospectus, as amended or
         supplemented, shall not contain any untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they are made, not misleading. In addition,
         the Companies shall not deliver any Paired Shares pursuant to Section
         IV. below unless at the time of such delivery a registration statement
         has become effective under the Securities Act that result in the
         Purchaser (or any affiliate of the Purchaser designated by the
         Purchaser) being able to resell such Paired Shares without further
         registration under the Securities Act, such registration statement to
         include one or more preliminary prospectuses, prospectuses, and any
         amendments or supplements thereto such that any preliminary
         prospectuses, prospectus and any amendments or supplements thereto such
         that any preliminary prospectus or prospectus, as amended or
         supplemented, shall not contain any untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they are made, not misleading. The Companies
         further agree that they will cause any such Registration Statement
         referred to in this paragraph 5 of Section III.A. to remain in effect
         until the earliest of the date on which (i) all Paired Shares delivered
         to the Purchaser by the Companies and not required to be delivered to
         the Companies hereunder have been sold by the Purchaser (or an
         affiliate of the Purchaser), and the Purchaser agrees to notify the
         Companies of such fact within two (2) Business Days of its occurrence,
         (ii) the Purchaser is able, in the opinion of its counsel, to sell the
         Paired Shares subject thereto under Rule 144(k) or (iii) the Purchaser
         has advised the Companies that it no longer requires that such
         registration statement be effective; provided, however, that in no
         event shall the Companies be obligated to keep such Registration
         Statement effective for more than 10


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                       Purchase Price Adjustment Mechanism

         Exchange Trading Days after the end of the applicable Unwind Period.
         Notwithstanding any other provision of this Confirmation, if the
         conditions set forth in this Section III.A.4 are not satisfied as of
         Day S, then (except as provided in Section V - Mandatory Unwind Event)
         the Companies shall be deemed to have elected Physical Settlement.

B.       Physical Settlement

         If the Companies elect Physical Settlement, the Companies shall settle
         by delivering to the Purchaser cash in an amount equal to the
         Settlement Amount in exchange for the Settlement Shares ("Physical
         Settlement") on the Exchange Trading Day immediately succeeding Day S.
         The Purchaser shall deliver the Settlement Shares to the Companies on
         the Exchange Trading Day immediately succeeding Day S upon receipt of
         such cash.

C.       Stock Settlement

         If the Companies elect to settle the Settlement Amount by delivering
         Paired Shares in exchange for the Settlement Shares ("Stock
         Settlement"), the Companies shall settle by delivering to the Purchaser
         a number of Paired Shares (the "Stock Settlement Shares") equal to (i)
         the Settlement Amount divided by (ii) the Stock Settlement Unwind
         Price. The mechanics for settlement are set forth in Section III. E.
         below.

D.       Net Stock Settlement

         If the Companies elect to settle the Settlement Amount on a net stock
         basis ("Net Stock Settlement"), the Companies shall settle by
         delivering to the Purchaser a number of net stock settlement shares
         (the "Net Stock Settlement Shares"), which shall equal;

                  a) (i) the number of Settlement Shares, times (ii) the amount
                  (positive or negative) equal to the Settlement Price minus the
                  Stock Settlement Unwind Price,

                  such product divided by,

                  b) the Stock Settlement Unwind Price.

         If such calculation yields a positive number, this shall indicate the
         number of Paired Shares to be delivered by the Companies to the
         Purchaser. If such calculation yields a negative number, this shall
         indicate the number of Paired Shares to be delivered by the Purchaser
         to the Companies. The mechanics for settlement are set forth in Section
         III.E. below. (The mechanics set forth in Section III.E. below do not
         apply for purposes of Interim Net Stock Settlement pursuant to Section
         IV.)


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                       Purchase Price Adjustment Mechanism

E.       Stock and Net Stock Settlement Mechanics

         1.       Preliminary Stock Settlement:

                  If the Companies elect Stock Settlement and Daily Sales, the
                  Companies shall deliver to the Customer Account (for
                  subsequent sale for the account of the Purchaser as provided
                  in Section VI), by 11:00 a.m. on Day S, that number of Paired
                  Shares (the "Preliminary Stock Settlement Shares") equal to
                  the product of (i) the Settlement Amount divided by the Daily
                  Average Price on the Exchange Trading Day immediately
                  preceding Day S, times (ii) 107% (with fractional shares
                  rounded up to the next larger whole number). Upon delivery of
                  the Preliminary Stock Settlement Shares to the Customer
                  Account, the Purchaser will deliver the Settlement Shares to
                  the Customer Account.

         2.       Preliminary Net Stock Settlement:

                  If the Companies elect Net Stock Settlement and Daily Sales
                  and if the Settlement Price exceeds the Daily Average Price on
                  the Exchange Trading Day immediately preceding Day S, the
                  Companies shall deliver to the Customer Account (for
                  subsequent sale for the account of the Purchaser as provided
                  in Section VI), by 11:00 a.m. on Day S, that number of Paired
                  Shares (the "Preliminary Net Stock Settlement Shares") equal
                  to:

                  a) the sum of (i) the product of the number of Settlement
                  Shares times the difference between the Settlement Price and
                  the Daily Average Price on the Exchange Trading Day
                  immediately preceding Day S and (ii) 7% of the Settlement
                  Amount, and

                  such amount divided by

                  b) the Daily Average Price on the Exchange Trading Day
                  immediately preceding Day S.

                  If the Daily Average Price on the Exchange Trading Day
                  immediately preceding Day S exceeds the Settlement Price, the
                  Companies shall not be required to deliver any shares to the
                  Purchaser under this subsection III.E.2.

         3.       If Daily Sales is elected as the unwind method, then by 11:00
                  a.m. on every fifth (5th) Unwind Day (other than the final
                  Unwind Day) during the Unwind Period and on the Business Day
                  following the final Unwind Day of the Unwind Period:

                  (a)   For Stock Settlement:

                  Stock Settlement Shares shall be calculated as if such Unwind
                  Day were the final Unwind Day of the Unwind Period (provided
                  that, for purposes of this calculation, the Stock Settlement
                  Unwind Price shall be calculated by weighting equally each
                  Unwind Day in the hypothetical Unwind Period).

                  (i) If (a) the Margin Percentage times Stock Settlement Shares
                  (calculated as set forth above) is greater than (b) the sum of
                  (x) Preliminary Stock Settlement 


                                       12
<PAGE>


                       Purchase Price Adjustment Mechanism

                  Shares plus (y) any shares previously delivered pursuant to
                  this settlement under this subparagraph (i), then the
                  Companies shall deliver that number of Paired Shares equal to
                  the difference between (a) and (b) to the Customer Account
                  (for subsequent sale for the account of the Purchaser as
                  provided in Section VI), and

                  (ii) as of the final day of the Unwind Period, if (a) the sum
                  of (x) Preliminary Stock Settlement Shares plus (y) any shares
                  previously delivered pursuant to this settlement under
                  subparagraph (i) above is greater than Stock Settlement
                  Shares, then all claims of the Purchaser to such remaining
                  shares shall be released as provided in Section III.E.5.

                  (b)   For Net Stock Settlement:

                  Net Stock Settlement Shares shall be calculated as if such
                  Unwind Day were the final Unwind Day of the Unwind Period
                  (provided that, for purposes of this calculation, the Stock
                  Settlement Unwind Price shall be calculated by weighting
                  equally each Unwind Day in the hypothetical Unwind Period).

                  (i) if (a) the Margin Percentage times Net Stock Settlement
                  Shares is greater than (b) the sum of (x) Preliminary Net
                  Stock Settlement Shares plus (y) any shares previously
                  delivered pursuant to this settlement under this subparagraph
                  (i), then the Companies shall deliver Paired Shares equal in
                  number to the difference between (a) and (b) to the Customer
                  Account (for subsequent sale for the account of the Purchaser
                  as provided in Section VI), and

                  (ii) as of the final day of the Unwind Period, if (a) the sum
                  of (x) Preliminary Net Stock Settlement Shares plus (y) any
                  shares previously delivered pursuant to this settlement under
                  subparagraph (i) above is greater than (b) Net Stock
                  Settlement Shares, then all claims of the Purchaser to such
                  remaining shares shall be released as provided in Section
                  III.E.5.

         4.       The Companies shall cause all shares delivered by it to the
                  Customer Account pursuant to this Confirmation to be fully and
                  effectively registered under the Securities Act for resale by
                  the Purchaser (or an affiliate of the Purchaser) (as provided
                  in Section III.A.4, above).

         5.       On the Exchange Trading Day following the final Unwind Day of
                  the Unwind Period for any Daily Sales unwind or on or prior to
                  the day 10 Exchange Trading Days following Day S for any
                  Underwritten Sale unwind, as the case may be, the Purchaser
                  shall release all claims to Paired Shares held in the
                  Companies' Customer Account in respect of such unwind, and
                  deliver all such Paired Shares to the Companies with the
                  dollar value of all fractional shares settled in cash.

         6.       In the event of Stock Settlement or Net Stock Settlement
                  pursuant to Section III.C or III.D. and the election of Daily
                  Shares as the unwind method, the Companies shall pay to the
                  Purchaser on the Business Day immediately following the last
                  Unwind Day of the Unwind Period an unwind accretion fee, in
                  cash or, subject to the following conditions and in the manner
                  provided below, in Paired Shares, equal to the product of (i)
                  the quotient of (A) the Settlement Amount divided by (B) the
                  number of calendar days in the Unwind


                                       13
<PAGE>


                       Purchase Price Adjustment Mechanism

                  Period times (ii) the sum of (A) 3-Month LIBOR plus (B) the
                  Spread times (iii) the quotient of (A) the sum of all of the
                  whole numbers beginning with one and ending with the number of
                  calendar days in the Unwind Period divided by (B) 360.

                  The Companies may satisfy this obligation by delivering Paired
                  Shares to the Purchaser in an amount so that the value of such
                  Paired Shares, calculated by reference to the Daily Average
                  Price on the Relevant Exchange on the Exchange Trading Day
                  immediately prior to the date of such delivery, provided that
                  such Paired Shares have been registered for resale in the
                  manner provided in Section III.A.4.

         7.       In the event of Stock Settlement or Net Stock Settlement
                  pursuant to Section III.C. or III.D., the Companies shall pay
                  on Day S a placement fee to an affiliate of the Purchaser
                  designated by the Purchaser calculated as:

                  Settlement Amount x Maturity Placement Fee.

                  In the event that Interim Settlement Shares are delivered
                  pursuant to Section IV. or Collateral Release Shares are
                  delivered pursuant to Section V.C., the Companies shall pay on
                  the date of such delivery a placement fee to an affiliate of
                  the Purchaser designated by the Purchaser calculated as:

<TABLE>
<CAPTION>

                  <S>                 <C> <C>                      <C> <C>
                  Number of           x   Daily Average Price      x   Maturity
                  shares so delivered     on Exchange Trading          Placement
                                          Day immediately prior to     Fee
                                          date of delivery
</TABLE>

         8.       In the event of Stock Settlement or Net Stock Settlement and
                  the election of Underwritten Sale as the unwind method, the
                  Purchaser or one or more of its affiliates shall sell the
                  Stock Settlement Shares or the Net Stock Settlement Shares and
                  the Settlement Shares, as the case may be, in a manner agreed
                  among the Companies and the Purchaser, which may include (i)
                  sales to one or more institutional purchasers in transactions
                  of the type commonly referred to as "block trades" or (ii) a
                  fixed price underwritten public offering.


                                       14
<PAGE>


                       Purchase Price Adjustment Mechanism


IV.      Interim Net Stock Settlement

         On each Interim Settlement Date, if the Forward Price exceeds the Daily
         Average Price on such Interim Settlement Date, then on the Business Day
         following the fifth Exchange Trading Day thereafter the Companies
         shall, subject to the conditions stated in Section III.A.4, deliver a
         number of Paired Shares to the Purchaser equal to the Interim
         Settlement Shares; provided, however, that if the Companies are
         restricted by Section III.A.4., by law or regulation or self-regulatory
         requirements or related policies and procedures, whether or not such
         requirements, policies or procedures are imposed by law directly or
         have been voluntarily adopted by the Companies to insure compliance
         with applicable laws, or in their reasonable judgment are otherwise
         unable or unwilling to deliver registered Paired Shares, the Companies
         shall deliver Treasury Notes to the Purchaser as described in Section
         V.B. below. Paired Shares to be delivered pursuant to this Section IV.
         shall initially be delivered to the Customer Account as collateral for
         the Companies' obligations hereunder, and the Bank shall be authorized
         to direct its affiliates to sell such Paired Shares for the account of
         the Purchaser as provided in Section VI.

V.       Collateral Provisions

         A.       If the Companies fail to make effective a resale registration
                  statement as described in Section III.A.4 within 60 days of a
                  written request by the Purchaser, then until such a resale
                  registration statement has become effective, the Companies
                  shall deliver United States Treasury Notes, with a maturity of
                  three months or less, that are held through the
                  Treasury/Reserve Automated Debt Entry System ("Treasury
                  Notes") in an aggregate principal amount equal to the Interim
                  Settlement Amount (calculated as if such 60th day were an
                  Interim Settlement Date) to the Purchaser. If Treasury Notes
                  are delivered pursuant to this Section V.A., then until the
                  date Paired Shares could be delivered in connection with an
                  Interim Net Stock Settlement (if such date were an Interim
                  Settlement Date) or the Transaction is settled on a Physical
                  Settlement basis, the Interim Settlement Amount shall be
                  recalculated and the aggregate principal amount of Treasury
                  Notes required to be delivered shall be adjusted (and
                  additional Treasury Notes shall be delivered to the Bank and
                  excess Treasury Notes shall be returned to the Companies as
                  necessary) to equal such recalculated Interim Settlement
                  Amount on a biweekly (every 2 weeks) basis, with the Interim
                  Settlement Amount calculated as if the last day of such
                  biweekly period were an Interim Settlement Date.

         B.       In the event that the Companies do not deliver Paired Shares
                  pursuant to Section IV. for one or more of the reasons
                  described in the provision at the end of such paragraph, then,
                  unless Treasury Notes have been delivered pursuant to Section
                  V.A. above, the Companies shall deliver Treasury Notes in an
                  amount equal to the Interim Settlement Amount to the
                  Purchaser.

         C.       If the Companies have delivered Treasury Notes to the
                  Purchaser pursuant to Sections V.A. or V.B. above, at the
                  Companies' option, the Companies may deliver Paired Shares
                  (which Paired Shares have been registered for resale by the
                  Purchaser (or an affiliate of the Purchaser) pursuant to a
                  registration statement as described in Section III.A.4) to the
                  Purchaser equal in saleable


                                       15
<PAGE>


                       Purchase Price Adjustment Mechanism

                  market value, based on the Daily Average Price on the Exchange
                  Trading Day prior to such delivery, to the aggregate principal
                  amount of the Treasury Notes theretofore delivered to the
                  Purchaser hereunder. Prior to the next Interim Settlement
                  Date, if on any five consecutive Exchange Trading Days the
                  Daily Average Price is above the Forward Price as of the prior
                  Interim Settlement Date, the Purchaser shall, on the Business
                  Day after such fifth Exchange Trading Day, release all claims
                  to Treasury Notes theretofore delivered to the Purchaser and
                  deliver such Treasury Notes to the Companies. On any
                  subsequent Interim Settlement Date, if Treasury Notes are held
                  by the Purchaser, the Purchaser shall deliver to the
                  Companies, within five (5) Business Days after such Interim
                  Settlement Date, Treasury Notes in an aggregate principal
                  amount equal to the amount by which the aggregate principal
                  amount of Treasury Notes held by the Purchaser exceeds the
                  Interim Settlement Amount.

         D.       Security Interest

                  The Companies hereby pledge to the Purchaser, as security for
                  their obligations herein, a first priority continuing security
                  interest in, lien on and right of set-off against all Treasury
                  Notes delivered to the Purchaser, all security entitlements in
                  respect thereof and all proceeds in respect of the foregoing.
                  Upon delivery to the Companies by the Purchaser of such
                  Treasury Notes, the security interest and lien granted
                  hereunder will be released immediately, and, to the extent
                  possible, without any further action by either party.

                  For purposes of this Agreement, "delivery" of Treasury Notes
                  to any person shall mean the crediting of such Treasury Notes
                  to an account of such person at a securities intermediary
                  designated by such person by Federal Bank-Wire in accordance
                  with (i) Subpart O - Book-Entry Procedure of Title 31 of the
                  Code of Federal Regulations (31 CFR ss.ss. 306.115 et seq.)
                  and any other regulations of the United States Treasury
                  Department from time to time applicable to the transfer or
                  pledge of book-entry United States Treasury Notes, including,
                  without limitation, the regulations set forth in 31 CFR Part
                  357 and (ii) the Uniform Commercial Code as in effect in the
                  State of New York.

         E.       Representations

                  As of the Trade Date of this Confirmation, the Companies
                  represent to the Purchaser (which representations will be
                  deemed to be repeated as of each date that the Companies
                  deliver Treasury Notes to the Purchaser and each date on which
                  Paired Shares are delivered to the Customer Account pursuant
                  to Section III.E.) that:

                  (i) each Company has the power to grant a security interest in
                  and lien on any Treasury Notes it delivers to the Purchaser or
                  Paired Shares it delivers to the Customer Account and has
                  taken all necessary actions to authorize the granting of that
                  security interest and lien;


                                       16
<PAGE>


                       Purchase Price Adjustment Mechanism

                  (ii) each Company is the sole owner of or otherwise has the
                  right to deliver all Treasury Notes to the Purchaser hereunder
                  or Paired Shares to the Customer Account hereunder, free and
                  clear of any security interest, lien, encumbrance or other
                  restrictions other than the security interest and lien created
                  hereby;

                  (iii) upon delivery of any Treasury Notes to the Purchaser or
                  delivery of any Paired Shares to the Customer Account under
                  the terms of this Confirmation, the Purchaser will have a
                  valid and perfected first priority security interest therein;

                  (iv) the performance by each Company of its obligations under
                  this Confirmation will not result in the creation of any
                  security interest, lien or other encumbrance on any Treasury
                  Notes delivered to the Purchaser or Paired Shares delivered to
                  the Customer Account other than the security interest and lien
                  granted hereunder; and

                  (v) each of the Companies will be solvent and able to pay its
                  debts as they mature, will have capital sufficient to carry on
                  business and all businesses in which it engages, and will have
                  assets which will have a present fair market valuation greater
                  than the amount of all of its liabilities.

         F.       Other Collateral Provisions

                  During settlement of the entire Transaction pursuant to
                  Section III. or VI., any Treasury Notes held by the Purchaser
                  shall be held until the end of the applicable Unwind Period
                  and shall be released on the Business Day following the final
                  Unwind Day for that Unwind Period or, if there is no Unwind
                  Period, the Business Day immediately following Day S. So long
                  as there has not occurred any Event of Default under the
                  Agreement, any interest paid on any Treasury Notes delivered
                  to the Purchaser in pledge hereunder shall be paid over to the
                  Companies.

         G.       Definitions related to Collateral Provisions

                  "Local Business Day" means a day on which commercial banks in
                  New York, New York are open for business (including dealings
                  in foreign exchange).

VI.      Certain Covenants and Other Provisions

Ability to Settle in Stock:         As of the date hereof, the Companies have
                                    not, and after the date hereof, the Company
                                    will not, enter into any obligation that
                                    would contractually prohibit the Companies
                                    from Stock Settlement, Net Stock Settlement
                                    or Interim Net Stock Settlement of any
                                    shares under this Agreement.

Allocation between the REIT
and OPCO:                           As between the REIT and OPCO, (i) any
                                    delivery to or by the Companies of the REIT
                                    Share portion of Paired Shares pursuant to
                                    this Confirmation shall be made by delivery
                                    to or


                                       17
<PAGE>


                       Purchase Price Adjustment Mechanism

                                    by the REIT, (ii) any delivery to or by the
                                    Companies of the OPCO Share portion of
                                    Paired Shares pursuant to this Confirmation
                                    shall be made by delivery to or by OPCO, and
                                    (iii) any delivery to or by the Companies of
                                    cash pursuant to this Confirmation shall be
                                    allocated between the REIT and OPCO between
                                    and among themselves based on the ratios
                                    that the Companies allocate proceeds of any
                                    issuance of Paired Shares pursuant to the
                                    Pairing Agreement between the Companies as
                                    amended from time to time, without effect on
                                    any obligation of the Companies to the
                                    Purchaser or on any obligation of the
                                    Purchaser to the Companies. Such allocation
                                    ratios are currently set at 95% to the REIT
                                    and 5% to the OPCO.

Condition Precedent to
Physical Settlement:                It shall be a condition precedent to any
                                    right of the Companies to elect Physical
                                    Settlement, that the Companies must, not
                                    more than 180 days prior to such Day S, have
                                    completed the private placement or public
                                    offering of such number of Shares or any
                                    security that may be converted, exchanged or
                                    exercised into Shares, having such initial
                                    purchase price so as to provide the
                                    Companies with net cash proceeds in an
                                    amount not less than the Settlement Amount
                                    or the amount provided in clause (a) of
                                    Section III.D., as the case may be.

Mandatory Unwind Event: If at any time prior to the Maturity Date:

                                    (i) the average Daily Average Price on the
                                    Relevant Exchange of the Paired Shares on
                                    any two consecutive Exchange Trading Days,
                                    other than a day on which a Market
                                    Disruption Event has occurred, is equal to
                                    or less than the highest Mandatory Unwind
                                    Threshold, then the Purchaser shall have the
                                    right, upon written notice to the Companies,
                                    to require the parties to settle all or a
                                    portion of the Transaction (up to the Unwind
                                    Share Limit for such Mandatory Unwind
                                    Threshold) on the Mandatory Unwind Date
                                    pursuant to the settlement procedures set
                                    forth in Section III. above.

                                    Once a Mandatory Unwind Event has occurred,
                                    if the Daily Average Price on any two
                                    consecutive Exchange Trading Days is less
                                    than a lower Mandatory Unwind Threshold, the
                                    Purchaser shall have the right, upon
                                    providing notice to the Companies, to
                                    require the Parties to settle pursuant to
                                    Section III. above on the Mandatory Unwind
                                    Date, all or a portion of the Transaction,
                                    up to a number of Paired Shares that,
                                    together with any shares settled as a result
                                    of any previous Mandatory Unwind Event,
                                    equals the number of Underlying Shares
                                    (calculated, for this purpose, without
                                    regard to any previous Partial Settlement
                                    occurring as a result of a Mandatory


                                       18
<PAGE>


                       Purchase Price Adjustment Mechanism

                                    Unwind Event) multiplied by the
                                    corresponding cumulative Unwind Share Limit,
                                    on the Mandatory Unwind Date pursuant to the
                                    settlement procedures set forth in Section
                                    III. above; or,

                                    (ii) if any of the following events occur:

                                    (1) any default or event of default under
                                    any of the Companies' unsecured and/or
                                    recourse lending agreements involving any of
                                    the Companies' Specified Indebtedness in the
                                    amount of more than $25,000,000 that has not
                                    been cured within five (5) days (in the case
                                    of a default or event of default involving a
                                    covenant of a financial nature) or fifteen
                                    (15) days (in the case of any other default
                                    or event of default) following the later of
                                    the date of occurrence of such default or
                                    event of default and the end of any cure
                                    period provided in such lending agreement;

                                    (2) a holder of any of the Companies'
                                    unsecured and/or recourse Specified
                                    Indebtedness in the amount of more than
                                    $25,000,000 provides notice to either of the
                                    Companies pursuant to such Specified
                                    Indebtedness to accelerate the maturity of
                                    such Specified Indebtedness;

                                    (3) Bankruptcy or Insolvency (as such terms
                                    are defined in the Agreement); and/or

                                    (4) any failure of the Companies to post
                                    Treasury Notes as collateral pursuant to
                                    Section V. hereof if such failure is not
                                    remedied on or before the third Local
                                    Business Day after notice of such failure is
                                    given to the Companies; then, the Purchaser
                                    may, upon providing five Business Days
                                    notice to the Companies, require all or part
                                    of the Transaction to be settled early on
                                    the Mandatory Unwind Date pursuant to the
                                    settlement procedures set forth in Section
                                    III.

                                    For purposes of the settlement procedures
                                    set forth in Section III., "Day S" shall be
                                    the Mandatory Unwind Date and the
                                    "Settlement Shares" shall be the number of
                                    Paired Shares to be settled pursuant to
                                    clause (i) or (ii) above. The Companies may
                                    elect the method of settlement for such
                                    early settlement in accordance with the
                                    settlement provisions set forth herein;
                                    provided however, that if Stock Settlement
                                    or Net Stock Settlement is elected, and (1)
                                    no resale Registration Statement
                                    as described in Section III.A.4. has been
                                    declared effective prior to Day S or (2) any
                                    such resale Registration Statement so
                                    declared effective becomes, on Day S or
                                    during an Unwind Period, the subject of a
                                    stop order suspending its effectiveness 


                                       19
<PAGE>


                       Purchase Price Adjustment Mechanism


                                    or is the subject of any proceeding for that
                                    purpose or any such proceeding is threatened
                                    by the Commission, then the Companies at
                                    their sole option may choose to (A)
                                    collateralize 125% of the Settlement Amount
                                    with Treasury Notes in a manner similar to
                                    that described in Section V., in which event
                                    Day S will be postponed and the Unwind
                                    Period will not begin until such
                                    registration statement is effective and
                                    available for resales and Paired Shares are
                                    delivered by the Companies pursuant to a
                                    Stock Settlement or Net Stock Settlement,
                                    (B) effect Physical Settlement as to all of
                                    the Settlement Shares in accordance with
                                    Section III.B. hereof on the Exchange
                                    Trading Day immediately succeeding the
                                    occurrence of one of the events specified in
                                    (1) or (2) above or (C) effect settlement
                                    with Paired Shares that have not been
                                    registered for resale by the Purchaser or
                                    any affiliate of the Purchaser to allow the
                                    Purchaser to unwind the Transaction and
                                    liquidate any position they may hold in
                                    Paired Shares by means of negotiated private
                                    resales, to the extent and in the manner
                                    permitted by applicable federal and state
                                    securities laws. In recognition that such
                                    negotiated private resales, if any, are
                                    likely to be completed at prices reflective
                                    of a discount to the prevailing open market
                                    prices for any freely tradeable Paired
                                    Shares, the Companies agree to deliver to
                                    the Purchaser such number of supplemental
                                    Paired Shares as the Purchaser may
                                    reasonably request, to which the Purchaser
                                    shall assign a dollar price in order to
                                    approximate an aggregate amount equal to the
                                    aggregate discount accepted by the Purchaser
                                    in connection with the unregistered resale
                                    of the Paired Shares, or the Companies shall
                                    pay an amount in cash to the Purchaser equal
                                    to the aggregate discount accepted by the
                                    Purchaser in connection with the
                                    unregistered resale of the Stock Settlement
                                    Shares.

Market Disruption Event:            A "Market Disruption Event" is the 
                                    occurrence or existence on any Exchange 
                                    Trading Day during the one-half hour period
                                    that ends at the Valuation Time of 
                                    any suspension of or limitation
                                    imposed on trading on (i) any of
                                    the Relevant Exchanges or (ii) any of the
                                    exchanges or boards of trade or futures
                                    contract markets on which options or futures
                                    contracts on the Paired Shares are traded
                                    that, in the reasonable determination of the
                                    Calculation Agent, is material. In the event
                                    that a Market Disruption Event occurs or is
                                    continuing on a Valuation Date, any
                                    determination of the Daily Average Price
                                    shall be postponed to the first succeeding
                                    Exchange Trading day on which there is no
                                    Market Disruption Event, provided that if
                                    there is a Market Disruption Event on each
                                    of the five Exchange Trading Days
                                    immediately following the original Valuation
                                    Date that but for the Market Disruption
                                    Event would have been a day on which Daily
                                    Average Price


                                       20
<PAGE>


                       Purchase Price Adjustment Mechanism


                                    would have been determined, such fifth
                                    Exchange Trading Day shall be deemed to be
                                    the Valuation Date notwithstanding the
                                    Market Disruption Event and the Calculation
                                    Agent shall, in consultation with the
                                    Companies, determine the Daily Average Price
                                    for that Valuation Date based upon the last
                                    Daily Average Price prior to such Market
                                    Disruption Event and, if applicable, shall
                                    effect the relevant settlement by using such
                                    last Daily Average Price for the
                                    determination of the Stock Settlement Unwind
                                    Price.

                                    The Calculation Agent shall within one (1)
                                    Business Day notify the other party of the
                                    existence or occurrence of a Market
                                    Disruption Event on any day that but for the
                                    occurrence or existence of a Market
                                    Disruption Event would have been a Valuation
                                    Date.

Regulatory Compliance:              Each party agrees that if the delivery of
                                    shares upon settlement is subject to any
                                    restriction imposed by a regulatory
                                    authority, it shall not be an event of
                                    default, and the parties will negotiate in
                                    good faith a procedure to effect settlement
                                    of such shares in a manner which complies
                                    with any relevant rules of such regulatory
                                    authority and which is satisfactory in form
                                    and substance to their respective counsel.

Securities Law Compliance:          Each party agrees that it will comply, in
                                    connection with this Transaction and all
                                    related or contemporaneous sales and
                                    purchases of the Companies' Paired Shares,
                                    with the applicable provisions of the
                                    Securities Act, the Securities Exchange Act
                                    of 1934 and the rules and regulations
                                    thereunder.

Settlement:                         All settlements shall occur through DTC or
                                    any other mutually acceptable depositary.

Settlement Stock Delivery:          Any Paired Shares delivered to the Customer
                                    Account pursuant to Section III.E. or
                                    Section IV. above (the "Pledged Shares")
                                    will serve as collateral for the Companies'
                                    obligations hereunder until the security
                                    interest granted therein is released in
                                    accordance with the settlement mechanics
                                    noted under III.E.5. Paired Shares held in
                                    the Companies' Customer Account shall not be
                                    voted.

                                    The Companies assign and pledge to NMS, as
                                    collateral agent of and for the benefit of
                                    the Purchaser, and grant to NMS, as
                                    collateral agent of and for the benefit of
                                    the Purchaser, as and by way of a security
                                    interest having priority over all other
                                    security interests, with power of sale, all
                                    of its right, title and interest in and to
                                    the Pledged Shares, all security
                                    entitlements in respect thereof and all
                                    income or proceeds received or


                                       21
<PAGE>


                       Purchase Price Adjustment Mechanism

                                    derived therefrom. The Companies authorize
                                    the Bank to direct NMS to sell, or cause the
                                    Purchaser or another affiliate of the Bank
                                    to sell, the Pledged Shares for the account
                                    of the Purchaser, and such shares shall,
                                    except as provided herein, be so sold. Any
                                    shares so sold shall be considered to be
                                    Stock Settlement Shares, Net Stock
                                    Settlement Shares or Interim Settlement
                                    Shares, as the case may be, delivered to the
                                    Purchaser in satisfaction of the Companies'
                                    obligations under Section III.C., Section
                                    III.D. or Section IV., as the case may be.
                                    Delivery of any Pledged Shares to the
                                    Customer Account shall be effected by
                                    delivery of stock certificates for such
                                    Pledged Shares to NMS duly endorsed to NMS
                                    or in blank or accompanied by a duly
                                    executed instrument of transfer to NMS or in
                                    blank or by crediting such Pledged Shares to
                                    an account of NMS at a securities
                                    intermediary designated by NMS.

                                    The Companies covenant and agree with the
                                    Purchaser that Paired Shares delivered by
                                    the Companies pursuant to settlement events
                                    in accordance herewith will be duly
                                    authorized, validly issued, fully paid and
                                    non-assessable. The issuance of such Paired
                                    Shares will not require the consent,
                                    approval, authorization, registration, or
                                    qualification of any government authority,
                                    except such as shall have been obtained on
                                    or before the delivery date of such Paired
                                    Shares.

                                    All references herein to Paired Shares or
                                    other securities to be transferred or
                                    delivered hereunder shall be deemed to
                                    include security entitlements in respect
                                    thereof.

Settlement Volume:                  In the event of a settlement other than a
                                    Mandatory Unwind Event, on any Unwind Day
                                    during an Unwind Period, the Purchaser
                                    shall, pursuant to its hedging activities
                                    relating to this Transaction, not sell
                                    Paired Shares in an amount in excess of 20%
                                    of the average daily volume for the 20
                                    Exchange Trading Days immediately preceding
                                    Day S.

Trading Authorization:              The following individuals and/or any
                                    individual authorized in writing by the
                                    Treasurer of the Companies are authorized by
                                    the Companies to provide trading
                                    instructions to the Purchaser with regard to
                                    this Transaction.

                                    William W. Evans III for the REIT

                                    and

                                    Leslie Ng for OPCO.

VII.     Delivery Instructions:


                                       22
<PAGE>


                       Purchase Price Adjustment Mechanism


Party A:                            To be supplied by the Purchaser prior to
                                    receipt of any payment hereunder.

Party B:                            To be supplied by the Companies prior to
                                    receipt of any payment hereunder.


                                       23
<PAGE>


                       Purchase Price Adjustment Mechanism

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to Mr. Christopher Innes, 47th Floor.


Yours faithfully,


------------------------------------
NMS SERVICES, INC.

By:
Name:
Title:
Date:
     -------------------------------


NATIONSBANC MONTGOMERY
SECURITIES LLC, as agent

By:
Name:
Title:
Date:
     -------------------------------


PATRIOT AMERICAN HOSPITALITY,  INC.

By:
Name:
Title:
Date:
     -------------------------------


WYNDHAM INTERNATIONAL, INC.

By:
Name:
Title:
Date:
     -------------------------------


                                       24