PUT/CALL AGREEMENT (the "Agreement"), dated as of March 27, 2000, by and between Sunburst
Hospitality Corporation, a Delaware corporation ("Sunburst") and Choice Hotels International, Inc., a Delaware
R E C I T A L S :
A. Sunburst or its subsidiaries (collectively, "Sunburst") is the owner of the Assets (as hereinafter defined).
B. Contemporaneously with the execution and delivery of this Agreement, Sunburst and Choice are entering into
a certain second omnibus amendment agreement (the "Omnibus Amendment") dated February 29, 2000,
pursuant to which Sunburst and Choice are amending certain provisions of the Transaction Documents (as
defined in the Omnibus Amendment).
C. In connection with the execution and delivery of the Omnibus Amendment, Sunburst desires to grant to
Choice the Call Option (as hereinafter defined), Choice desires to grant to Sunburst the Put Option (as
hereinafter defined) and Choice and Sunburst desire to acquire the Call Option and Put Option, respectively, in
each case upon the terms and conditions set forth herein.
A G R E E M E N T :
NOW THEREFORE, in consideration of the mutual agreements herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1.1. Grant of Call Option; Exercise. (a) Upon all of the terms, covenants and conditions set forth herein,
Sunburst hereby grants to Choice the exclusive option to purchase (the "Call Option") the following Assets
(collectively, the "Assets"):
(i) all right, title and interest of Sunburst in and to that certain parcel of real property located in Pittsburgh,
Pennsylvania and more particularly described in Schedule A-1 to this Agreement (such parcel, together with all
buildings, improvements and other structures constituting real
property or fixtures now or from time to time hereafter located on such parcel and all easem