Exhibit (b)(3)
THE CHASE MANHATTAN BANK
270 Park Avenue
New York, New York 10017
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
September 20, 2000
Side Letter
-----------
Sunburst Hospitality Corporation
10770 Columbia Pike
Silver Spring, Maryland 20901
Attention: Stewart Bainum Jr. and James A. MacCutcheon
Gentlemen:
Reference is made to each of (i) the Commitment Letter (the
"Commitment Letter") dated the date hereof among Nova Finance Company LLC
- -------------------
("Newco"), The Chase Manhattan Bank ("Chase") and Chase Securities Inc. ("CSI"),
- -------- ------ ----
(ii) the Fee Letter (the "Fee Letter") dated the date hereof among Newco, Chase
-----------
and CSI, and (iii) the Engagement Letter (the "Engagement Letter") dated the
------------------
date hereof between Newco and CSI. Terms used but not defined herein have the
meanings assigned to them in the Commitment Letter and the Engagement Letter.
This will confirm your agreement:
(a) to actively assist and cooperate with CSI and to provide any
information required by CSI in connection with the syndication of the
Credit Facilities as described in the fifth and sixth paragraphs of the
Commitment Letter as obligations of Newco. Such assistance and cooperation
shall include, without limitation (i) assistance in the preparation of the
Confidential Information Memorandum and (ii) promptly cooperating with any
reasonable requests that Chase and CSI may make in connection with the
syndication of the Credit Facilities; and
(b) that you (the "Indemnifying Party") shall indemnify and hold
------------------
harmless each of Chase and CSI and each indemnified person to the extent
set forth in the Commitment Letter and the Engagement Letter and indemnify
and hold harmless CSI and each indemnified person to the extent set forth
in Annex A to the Engagement Letter as if such Annex was attached hereto,
which provisions are incorporated by reference herein and constitute a part
hereof.
2
We acknowledge and agree that, except as set forth above, you have no
other obligations for any of the obligations or liabilities of Newco under the
Commitment Letter, the Fee Letter or the Engagement Letter.
The agreements set forth in this letter shall be superseded by the
definitive documentation with respect to the making of loans by the Lenders upon
execution and delivery of such definitive documentation.
3
If the foregoing correctly sets forth our understanding, please
indicate your acceptance of the terms hereof by signing in the appropriate space
below and returning to us the enclosed duplicate originals hereof, whereupon
this letter shall become a binding agreement between us.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/ MARIAN N. SCHULMAN
_________________________________
Name: Marian N. Schulman
Title: Vice President
CHASE SECURITIES INC.
By: /s/ JAMES G. ROLISON
_________________________________
Name: James G. Rolison
Title: Managing Director
Accepted and agreed to
as of the date first
written above by:
SUNBURST HOSPITALITY CORPORATION
By: /s/ DOUGLAS H. VERNER
____________________________
Name: Douglas H. Verner
Title: Senior Vice President