1
REVOCABLE PROXY
The undersigned agrees to, and hereby grants to Patriot American
Hospitality, Inc. (the "Company"), a proxy with full power of substitution to
vote, or to execute and deliver written consents or otherwise act with respect
to, the 100 shares of common stock, par value $.01 per share (the "Common
Stock"), of Wyndham Hotel Corporation ("Wyndham") he owns beneficially or of
record, as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations
governing the rights and powers of stockholders of a Delaware corporation, (i)
in favor of the adoption of the Merger Agreement, dated as of April 14, 1997,
by and between the Company and Wyndham (the "Merger Agreement") and approval of
the Merger and the other transactions contemplated by the Merger Agreement,
(ii) against (x) any Acquisition Proposal and any proposal for any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of Wyndham under the Merger
Agreement or which could result in any of the conditions of Wyndham's
obligations under the Merger Agreement not being fulfilled and (y) any change
in the directors of Wyndham, any change in the present capitalization of
Wyndham or any amendment to Wyndham's certificate of incorporation or bylaws,
any other material change in Wyndham's corporate structure or business, or any
other action which in the case of each of the matters referred to in this
clause (y) could reasonably be expected to, impede, interfere with, delay,
postpone or materially adversely affect the transactions contemplated by the
Merger Agreement or the Stock Purchase Agreement or the likelihood of such
transactions being consummated, and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of stockholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing or, at the
request of Purchaser, to permit Purchaser to vote such Shares directly on any
matter requiring a vote of the Company's stockholders, including, without
limitation, the election of directors, regardless of (A) whether such vote is
sought at an annual or special meeting of Wyndham's stockholders, or by written
consent in lieu of a meeting, or otherwise, or (B) whether such vote is to be
cast in person, or by proxy, or as otherwise permitted by law.
Any defined terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Merger Agreement.
/s/ XXXXXX X. XXXX
------------------------------------
Xxxxxx X. Xxxx
Date: April 14, 1997
