exv10w17



 






Exhibit 10.17




FIRST AMENDMENT TO

AMENDED AND RESTATED SECURED CREDIT AGREEMENT




     FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Amendment”), dated as
of February 4, 2005 (the “Amendment Date”), is among INTERSTATE OPERATING COMPANY, L.P., a
Delaware limited partnership, as the Borrower (“Borrower”); the Guarantors; SOCIETE GENERALE, as
Administrative Agent (the “Administrative Agent”); and the Lenders a party hereto.



RECITALS:




     A. The Borrower; the Administrative Agent; the Lenders and certain other parties are party to
that certain Amended and Restated Senior Secured Credit Agreement dated as of January 14, 2005 (the
“Original Credit Agreement”).



     B. The parties hereto desire to amend the Original Credit Agreement and the other Credit
Documents (as defined in the Original Credit Agreement) as hereinafter provided.



     NOW, THEREFORE, for and in consideration of the covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



     1. All terms used in this Amendment, but not defined herein, shall have the meaning given such
terms in the Original Credit Agreement.



     2. This Amendment shall become effective as of the Amendment Date if on or prior to the close
of business on February 8, 2005 (the “Termination Date”) the following conditions precedent have
been satisfied:




	 	a.  	Documentation. The Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower, the Guarantors and the
Required Lenders (and with respect to the amendments contained in Paragraph 7 only the
consent of each of the Revolving Required Lenders and the Term Required Lenders voting
as separate classes).
	 
	 	b.  	Representations and Warranties. The representations and warranties
contained in this Amendment, and in each Credit Document shall be true and correct in
all material respects both as of the Amendment Date and the date the other conditions
to this Amendment’s effectiveness are satisfied except for changes which individually
or in the aggregate do not constitute a Material Adverse Change.
	 
	 	c.  	No Default. No Default or Event of Default shall exist as of either
the Amendment Date or the date the other conditions to this Amendment’s
effectiveness are satisfied.




 









 






	 	d.  	Fees. The Administrative Agent shall have received for the
benefit of each Lender that executes and delivers this Amendment to the
Administrative Agent’s counsel by 5:00 p.m. EST on the Termination Date an
amendment fee equal to fifteen (15) basis points times the sum of such Lender’s
Term Advances and Revolving Commitment.





If this Amendment does not become effective prior to the Termination Date, this Amendment shall be
null and void; provided however that the Borrower shall still be obligated to reimburse Societe
Generale for costs and expenses incurred in connection with this Amendment.




     3. The term “Credit Agreement” as used in the Credit Documents, shall mean the Original Credit
Agreement, as amended by this Amendment.



     4. The following definitions shall be added to the Credit Agreement in the correct
alphabetical order:




     “Concord Property” means the Hilton Concord in Concord, California.




     “Concord Transaction” means (a) the acquisition by a Permitted Other Subsidiary of the
Concord Property using the proceeds of Permitted Other Indebtedness and Advances, and (b)
following such acquisition, the possible sale, transfer, assignment, or contribution of the
Concord Property to one or more Investment Funds.




     “Investment Fund” means a fund or funds referred to in clause (c) of the definition of
Permitted New Investments.



     5. Section 7.01 of the Credit Agreement is deleted in its entirety and replaced with the
following:




     “Section 7.01 Interest Coverage Ratio. The Parent shall maintain at the end of
each Rolling Period (a) for the Rolling Periods ending on September 30, 2004, December 31,
2004 and March 31, 2005, an Interest Coverage Ratio of not less than 3.00 to 1.00, and (b)
for any Rolling Period thereafter, an Interest Coverage Ratio of not less than 3.50 to
1.00.”



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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        6. Section 7.02 of the Credit Agreement is deleted in its entirety and replaced with the
following:




     “Section 7.02 Leverage Ratio. The Parent shall not on any date permit the
Leverage Ratio to exceed during the applicable period indicated in the following chart the
amount set forth in such chart for such period:



	 	 	 	 	 	 	 	 	 
	 	Beginning Date of

Applicable Period

	 	 	Ending Date of Applicable

Period
	 	 	Leverage Ratio	 
	 	 
	 	 	 	 	 	 	 
	 	Closing Date

	 	 	May 14, 2005
	 	 	4.50 to 1.00 	 
	 	May 15, 2005

	 	 	The day immediately prior

to the Status Reset Date

during the Fiscal Quarter

commencing April 1, 2005
	 	 	3.75 to 1.00 	 
	 	The Status Reset Date

during the Fiscal Quarter

commencing April 1, 2005

	 	 	The day immediately prior

to the Status Reset Date

during the Fiscal Quarter

commencing January 1, 2006
	 	 	3.50 to 1.00 	 
	 	The Status Reset Date

during the Fiscal Quarter

commencing January 1, 2006

	 	 	No ending date
	 	 	3.00 to 1.00 	 
	 






Notwithstanding the foregoing, (a) if prior to May 15, 2005 the transaction contemplated by
clause (b) in the definition of Concord Transaction occurs, then the 4.50 to 1.00 ratio set
forth in the preceding chart shall be changed to 3.75 to 1.00 on the date of such
occurrence, (b) if prior to May 15, 2005 the Parent, the Borrower or any of their respective
Subsidiaries acquires Investments under clause (a) or (d) of the definition of Permitted New
Investments for which either (i) the Investment Amount equals or exceeds $4,000,000 or (ii)
the expected one year EBITDA for such Investment is expected to equal or exceed $3,000,000,
then the 4.50 to 1.00 ratio set forth in the preceding chart shall be changed to 4.25 to
1.00 on the date of such occurrence, and (c) if the events in both the preceding clauses (a)
and (b) occur prior to May 15, 2005, then the 4.50 to 1.00 ratio set forth in the preceding
chart shall be changed to 3.75 to 1.00 on the date of such occurrence.”



        7. Section 2,07 of the Credit Agreement is amended to provide that if the transaction
contemplated by clause (b) in the definition of Concord Transaction occurs, then the Net Cash
Proceeds from such transaction shall be applied to reduce the outstanding Revolving Advances






-3-









 









(without any reduction in Revolving Commitments), and to the extent such Net Cash Proceeds
exceed the outstanding Revolving Advances, such excess shall be applied in accordance with the
other provisions of Section 2.07.




     8. The parties to this Amendment acknowledge and agree that (a) the amendments contained in
Paragraph 7, but not the other amendments contained in this Amendment, require the consent of each
of the Revolving Required Lenders and the Term Required Lenders voting as separate classes, and (b)
if such consents are not obtained, but the consents of the Required Lenders to this Amendment are
obtained and the other conditions precedent to the effectiveness of this Amendment are satisfied,
then this Amendment shall be effective for all the amendments contemplated herein other than the
amendments contained in Paragraph 7.



     9. Each party hereto represents to the other parties hereto that such party is authorized to
execute this Amendment. In addition, the Borrower and the Guarantors represent and warrant to the
Lenders and the Administrative Agent that (a) the representations and warranties contained in this
Amendment, and in each Credit Document are true and correct in all material respects as of the
Amendment Date except for changes which individually or in the aggregate do not constitute a
Material Adverse Change, (b) no Default or Event of Default exists as of the Amendment Date except
for any such Default or Event of Default as is expressly waived or eliminated by this Amendment,
and (c) such Persons have no claims, offsets, or counterclaims with respect to their respective
obligations under the Credit Documents as of the Amendment Date.



     10. This Amendment may be executed in multiple counterparts, each of which shall be an
original, but all of which shall constitute but one Amendment. Facsimile signatures will be deemed
to be original signatures.



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EXECUTED as of the date first referenced above.




	 	 	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 	 	 
	 	 	INTERSTATE OPERATING
COMPANY, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Interstate Hotels & Resorts, Inc., its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Christopher L. Bennett
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher L. Bennett
	 
	 	 	 	 	 	 
	

	 	 	 	Title:
	 	Senior Vice President and
	

	 	 	 	 	 	General Counsel






 









 






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	 	 	SOCIETE GENERALE, individually as a
 Lender
and as Administrative Agent and the Issuing
Bank
	 
	 	 	 	 
	

	 	By:
	 	/s/ Thomas K. Day
	

	 	 	 	 
	

	 	 	 	Thomas K. Day
	

	 	 	 	Managing Director






 









 






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	 	 	CITlCORP NORTH AMERICA,
INC. 

	 
	 	 	 	 
	

	 	By:
	 	/s/ Blake R. Gronich
	

	 	 	 	 
	

	 	Name:
	 	Blake R. Gronich
	

	 	Title :
	 	Vice President






 









 






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	 	 	CALYON NEW YORK BRANCH
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bruno Defloor
	

	 	 	 	 
	

	 	Name:
	 	Bruno Defloor
	

	 	Title:
	 	Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ David Bowers
	

	 	 	 	 
	

	 	Name:
	 	David Bowers
	

	 	Title:
	 	Director






 









 






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	 	 	Octagon Investment Partners II, LLC
	

	 	By:
	 	Octagon Credit Investors, LLC
	

	 	 	 	as sub-investment manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew D. Gordon
	

	 	 	 	 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager






 









 






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	 	 	Octagon Investment
Partners IV, Ltd.
	

	 	By:
	 	Octagon Credit Investors, LLC
	

	 	 	 	as collateral manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew D. Gordon
	

	 	 	 	 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager






 









 






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	 	 	Octagon Investment
Partners V, Ltd.
	

	 	By:
	 	Octagon Credit Investors, LLC
	

	 	 	 	as Portfolio manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew D. Gordon
	

	 	 	 	 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager






 









 






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	 	 	Octagon Investment
Partners VI, Ltd.
	

	 	By:
	 	Octagon Credit Investors, LLC
	

	 	 	 	as collateral manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew D. Gordon
	

	 	 	 	 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager






 









 






[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	Octagon Investment
Partners VII, Ltd.
	

	 	By:
	 	Octagon Credit Investors, LLC
	

	 	 	 	as collateral manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew D. Gordon
	

	 	 	 	 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager






 









 






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	 	 	HY-FI Trust, by JPMorgan Chase Bank, N.A.
(f/k/a
JPMorgan Chase Bank)
solely as trustee (and not in
its individual capacity)
	

	 	By:
	 	Octagon Credit Investors, LLC
as Portfolio Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew D. Gordon
	

	 	 	 	 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio manager






 









 






[SIGNATURE PAGE OF FIRST
AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	VAN KAMPEN

SENIOR LOAN FUND

By: Van Kampen Asset Management
	 
	 	 	 	 
	

	 	By:
	 	/s/ Brad Langs
	

	 	 	 	 
	

	 	Name:
	 	BRAD LANGS
	

	 	Title:
	 	EXECUTIVE DIRECTOR






 









 






[SIGNATURE PAGE OF FIRST
AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	VAN KAMPEN

SENIOR INCOME TRUST

By: Van Kampen Asset Management
	 
	 	 	 	 
	

	 	By:
	 	/s/ Brad Langs
	

	 	 	 	 
	

	 	Name:
	 	BRAD LANGS
	

	 	Title:	 	EXECUTIVE DIRECTOR






 









 






[SIGNATURE PAGE OF FIRST
AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	Morgan Stanley


	 
	 	 	 	 
	

	 	By:
	 	/s/ Kevin Seary
	

	 	 	 	 
	

	 	Name:
	 	Kevin Seary
	

	 	Title:
	 	 







 









 





[SIGNATURE PAGE OF FIRST
AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	ORIX FUNDING LLC

	 
	 	 	 	 
	

	 	By:
	 	/s/ Diana M. Himes
	

	 	 	 	 
	

	 	Name:
	 	Diana M. Himes
	

	 	Title:
	 	Assistant Vice President






 









 






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	 	 	AVENUE CLO FUND, LIMITED
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard D’Addario
	

	 	 	 	 
	

	 	Name:
	 	RICHARD D’ADDARIO
	

	 	Title:
	 	SENIOR PORTFOLIO MANAGER






 









 






[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	AVENUE CLO FUND, LIMITED

	 
	 	 	 	 
	

	 	By:
	 	/s/ RICHARD D’ADDARIO
	

	 	 	 	 
	

	 	Name:
	 	Richard D’Addario
	

	 	Title:
	 	Senior Portfolio Manager







 










 






[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT]




	 	 	 	 	 	 	 
	

	 	 	 	Landmark V	 	 
	 	 	
	 	 
	

	 	 	 	Aladdin Capital	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Arika Lakhmi	 	 
	

	 	 	 	

	 	 
	

	 	Name:
	 	Arika Lakhmi	 	 
	

	 	Title:
	 	Executive Director	 	 
	

	 	 	 	
	 	 






 









 






[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT
AGREEMENT]



CONSENT AND RATIFICATION




     The Guarantors join in and consent to the terms and provisions of the attached Amendment and
agree that the Amended and Restated Security Agreement, the Environmental Indemnification Agreement
and the Amended and Restated Guaranty and Contribution Agreement (the “Guaranty”) to which each of
the Guarantors is a patty each dated January 14, 2005 remain in fall force and effect, and further
that the Guaranteed Obligations (as defined in the Guaranty) include the additional obligations of
the Borrower under the attached Amendment.



     This Consent and Ratification is dated as of the date of the Amendment.



	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE HOTELS & RESORTS, INC.	 	 
	 	 	a Delaware corporation.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Benett	 	 
	

	 	 	 	
	 	 
	

	 	Name:
	 	Christopher L. Benett	 	 
	

	 	Title:
	 	Senior Vice President and General Counsel	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BRIDGESTREET
CORPORATE HOUSING WORLDWIDE, INC.	 	 
	 	 	a Delaware Corporation	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	
	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Senior Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	MERISTAR MANAGEMENT (CANMORE) LTD.	 	 
	 	 	a British Columbia (Canada) corporation	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	
	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	MERISTAR MANAGEMENT (VANCOUVER-METRTOWN) LTD,
	 	 
	 	 	a British Columbia (Canada) corporation	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	
	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Senior Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET ACCOMMODATIONS, LTD.
	 	 
	 	 	Incorporated under the
laws of England and Wales	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	
	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BRIDGESTREET ACCOMMODATIONS LONDON LIMITED	 	 
	 	 	Incorporated under the laws of England and Wales	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET WARDROBE PLACE LIMITED	 	 
	 	 	Incorporated under the laws of England and Wales	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	LORYT(l) LIMITED	 	 
	 	 	Incorporated under the laws of England and Wales	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	APALACHEE BAY SAS	 	 
	 	 	Incorporated under the laws of France	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	MERISTAR MANAGEMENT COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	MERISTAR AGH COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	CAPSTAR ST. LOUIS COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	MERISTAR LAUNDRY,
L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	MERTSTAR STORRS COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	THE NET EFFECT STRATEGIC ALLIANCE, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE NHF, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	Interstate Operating Company, L.P.	 	 
	

	 	 	 	a Delaware limited partnership, its managing member	 	 






	 	 	 	 	 	 	 	 	 
	

	 	By:
	 	Interstate Hotels & Resorts, Inc.	 	 	 	 
	

	 	 	 	a Delaware corporation; its general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 	 	 
	

	 	Title:
	 	Senior Vice President and General Counsel	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BRIDGESTREET MARYLAND, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET MINNEAPOLIS, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET MIDWEST, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET SOUTHWEST, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET OHIO, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET CALIFORNIA, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET COLORADO, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET NORTH CAROLINA, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	BRIDGESTREET RALEIGH, LLC	 	 
	 	 	a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	Interstate Operating Company, L.P.	 	 
	

	 	 	 	a Delaware limited partnership, their sole member	 	 






	 	 	 	 	 	 	 	 	 
	

	 	By:
	 	Interstate Hotels & Resorts, Inc.	 	 	 	 
	

	 	 	 	a Delaware corporation its general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 	 	 
	

	 	Title:
	 	Senior Vice President and General Counsel	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	INTERSTATE HOTELS COMPANY	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE INVESTMENT CORPORATION	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE PARTNER CORPORATION	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE PROPERTY CORPORATION	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHRIDGE HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	IHC HOLDINGS, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE MEMBER INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	CROSSROADS HOSPITALITY MANAGEMENT COMPANY	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	COLONY HOTELS AND RESORTS COMPANY	 	 
	 	 	a Delaware corporation	 	 






	 	 	 	 	 	 	 
	 	 	SUNSTONE HOTEL PROPERTIES, INC.	 	 
	 	 	a Colorado corporation	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Senior Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHRIDGE INSURANCE COMPANY	 	 
	 	 	a corporation organized
under the laws of the Cayman Islands.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	Title:
	 	Secretary	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	INTERSTATE PROPERTY PARTNERSHIP, L.P.	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Interstate Property Corporation	 	 
	 	 	 	 	a Delaware corporation its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	 	 	Title:
	 	Senior Vice President and 
General Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INTERSTATE/DALLAS GP, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Interstate Property Corporation	 	 
	 	 	 	 	a Delaware corporation, its managing member	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	 	 	Title:
	 	Senior Vice President and 
General Counsel	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	INTERSTATE
PITTSBURGH HOLDINGS, L.L.C.  
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	INTERSTATE MANCHESTER
COMPANY, L.L.C.
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Interstate Property Partnership, L.P.	 	 
	 	 	 	 	a Delaware limited liability company, their sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Interstate Property Corporation	 	 
	 	 	 	 	 	 	a Delaware corporation,
its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	 	 	 	 	Title:
	 	Senior Vice President and 
General Counsel	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	INTERSTATE HOUSTON PARTNER, L.P.
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	INTERSTATE/DALLAS PARTNERSHIP, L.P.
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	Interstate Property Corporation	 	 
	 	 	 	 	 	 	a Delaware corporation, their general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	 	 	 	 	Title:
	 	Senior Vice President and 
General Counsel	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	INTERSTATE HOTELS, LLC
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	Northridge Holdings, Inc.	 	 
	 	 	 	 	 	 	a Delaware corporation, its managing member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Christopher L. Bennett	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	 	Christopher L. Bennett	 	 
	

	 	 	 	 	 	Title:
	 	Senior Vice President and 
General Counsel	 	 







 










 






	 	 	 	 	 	 	 
	 	 	CONTINENTAL DESIGN
AND SUPPLIES COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	IHC MOSCOW SERVICES, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	PAH-HILLTOP GP,
LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	PAH-CAMBRIDGE HOLDINGS, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	CROSSROADS HOSPITALITY COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	IHC MOSCOW SERVICES, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	IHC SERVICES COMPANY, L.L.C.	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	Interstate Hotels, LLC	 	 
	

	 	 	 	a Delaware limited liability
company, their managing member	 	 






	 	 	 	 	 	 	 	 	 
	

	 	By:
	 	Northridge Holdings, Inc.
	

	 	 	 	a Delaware corporation its
managing member
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	By:
	 	/s/ Christopher L. Bennett	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	Name:
	 	Christopher L. Bennett	 
	

	 	 	 	 	Title:
	 	Senior Vice President and General Counsel