EX-10.4






EXHIBIT 10.4




AMENDED AND RESTATED GUARANTY AND CONTRIBUTION AGREEMENT




This Amended and Restated Guaranty and Contribution Agreement (this “Agreement”) is
made and entered into effective for all purposes as of the 14th day of January, 2005, by the
parties signatory hereto or to an Accession Agreement (as hereinafter defined) (collectively, the
"Guarantor” whether one or more) to and for the benefit of SOCIÉTÉ GÉNÉRALE, as
Administrative Agent (the “Administrative Agent”) and the Senior Creditors herein
described.



INTRODUCTION




WHEREAS, Interstate Operating Company, L.P. (fka MeriStar H & R Operating Company, L.P.), a
Delaware limited partnership (the “Borrower”); Société Générale, as the Administrative
Agent, the Issuing Bank and the Alternate Currency Swing Line Lender; SG Americas Securities, LLC
(successor-in-interest to SG Cowen Securities Corporation), as Joint Lead Arranger and Book Runner;
Salomon Smith Barney Inc., as Joint Lead Arranger, Book Runner and Co-Syndication Agent; Lehman
Brothers, Inc., as Joint Lead Arranger, Book Runner and Co-Syndication Agent; Credit Lyonnais New
York Branch, as Documentation Agent; and the banks and other lenders a party thereto entered into a
Senior Secured Credit Agreement (the “Original Credit Agreement”), dated as of July 31,
2002;



WHEREAS, in connection with the Original Credit Agreement, the Guarantor executed or became
party to that certain Guaranty and Contribution Agreement (the “Original Guaranty”) dated
as of even date as the Original Credit Agreement.



WHEREAS, the Original Credit Agreement is being amended and restated in its entirety by that
certain Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (as
amended or modified from time to time, the “Credit Agreement”), among Borrower; SOCIÉTÉ
GÉNÉRALE, as the Administrative Agent; SG AMERICAS SECURITIES, LLC, as Sole Lead Arranger and Book
Runner; and the other lenders party thereto (collectively, the “Lenders”);



WHEREAS, pursuant to the Credit Agreement the Lenders are considering making advances to
Borrower and the Issuing Banks are considering issuing letters of credit for the benefit of
Borrower, all as more specifically described therein;



WHEREAS, the Borrower is the principal financing entity for capital requirements of its
Subsidiaries, and from time to time the Borrower has made and will continue to make capital
contributions and advances to its Subsidiaries and the Parent’s other Subsidiaries, including the
Subsidiaries which are parties hereto. Each Guarantor will derive substantial direct and indirect
benefit from the transactions contemplated by the Credit Agreement;



WHEREAS, the Borrower and/or one or more of its Subsidiaries may at any time and from time to
time enter into one or more Interest Rate Agreements (a “Lender Interest Rate Agreement”)
with one or more of the Lenders or any Affiliate thereof (each a “Lender IRA Provider”;
with the Lender IRA Providers, the Administrative Agent and the Lenders being referred to herein as
the “Senior Creditors”);



WHEREAS, the Lenders have required the execution and delivery of this Agreement as a condition
precedent to the execution of the Credit Agreement. The Lenders would not be willing to execute
the Credit Agreement in the absence of the execution and delivery by Guarantor of this Agreement.
The Lender IRA Providers will also rely upon the execution and delivery of this Agreement when
executing Lender Interest Rate Agreements.



WHEREAS, this Agreement constitutes for all purposes an amendment to the Original Guaranty and
not a new or substitute agreement or a novation of the Original Guaranty.



1



AGREEMENT




NOW, THEREFORE, in order to induce the Lenders to make the Advances, the Issuing Bank to issue
its Letters of Credit, and any Lender or its Affiliate to enter into one or more Interest Rate
Agreements, each Guarantor hereby agrees as follows:



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



Section 2.Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees
(a) the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all
obligations of the Borrower now or hereafter existing under the Credit Agreement, the Notes, and
any other Credit Document, whether for principal, interest, fees, expenses, or otherwise and (b)
the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all
obligations of the Borrower now or hereafter existing under any Lender Interest Rate Agreement,
whether for principal, interest, fees, expenses or otherwise (all of such obligations being the
"Guaranteed Obligations”) and any and all expenses (including reasonable counsel fees and
expenses) incurred by the Administrative Agent or any Lender or any Lender IRA Provider in
enforcing any rights under this Agreement. Each Guarantor agrees that its guaranty obligation
under this Agreement is a guarantee of payment, not of collection and that such Guarantor is
primarily liable for the payment of the Guaranteed Obligations.



Section 3. Limit of Liability. Each Guarantor that is a Subsidiary of the Borrower
shall be liable under this Agreement with respect to the Guaranteed Obligations only for amounts
aggregating up to the largest amount that would not render its guaranty obligation hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable
provisions of any state law.



Section 4. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed
Obligations will be paid and performed strictly in accordance with the terms of the Credit
Agreement, the other Credit Documents, and any Lender Interest Rate Agreement, as applicable,
regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Administrative Agent and the Lenders with respect
thereto. The liability of each Guarantor under this Agreement shall be absolute and unconditional
irrespective of:



(a) any lack of validity or enforceability of the Credit Agreement, any other Credit Document,
any Lender Interest Rate Agreement, or any other agreement or instrument relating thereto;



(b) any change in the time, manner, or place of payment of, or in any other term of, any of
the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from
the Credit Agreement, any Credit Document, or any Lender Interest Rate Agreement;



(c) any exchange, release, or nonperfection of any collateral, if applicable, or any release
or amendment or waiver of or consent to departure from any other agreement or guaranty, for any of
the Guaranteed Obligations; or



(d) any other circumstances which might otherwise constitute a defense available to, or a
discharge of the Borrower or a Guarantor.



Section 5. Continuation and Reinstatement, Etc. Each Guarantor agrees that, to the
extent that the Borrower makes payments to the Administrative Agent or any Lender or the
Administrative Agent or any Lender receives any proceeds of any property of Borrower or any
Guarantor and such payments or proceeds or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside, or otherwise required to be repaid, then to the extent
of such repayment the Guaranteed Obligations shall be reinstated and continued in full force and
effect as of the date such initial payment or collection of proceeds occurred. The Guarantor shall
defend and indemnify the Administrative Agent and each Lender from and against any claim or loss
under this Section 5 (including reasonable attorneys’ fees and expenses) in the defense of any such
action or suit.




Section 6. Certain Waivers.



6.01 Notice. Each Guarantor hereby waives promptness, diligence, notice of
acceptance, notice of acceleration, notice of intent to accelerate and any other notice with
respect to any of the Guaranteed Obligations and this Agreement.



6.02 Other Remedies. Each Guarantor hereby waives any requirement that the
Administrative Agent or any Lender protect, secure, perfect, or insure any Lien or any Property
subject thereto or exhaust any right or take any action against the Borrower or any other Person or
any collateral, if any, including any action required pursuant to a Legal Requirement.




6.03 Waiver of Subrogation.



(a) Each Guarantor hereby irrevocably waives, until payment in full of all Guaranteed
Obligations and termination of all Commitments, any claim or other rights which it may acquire
against the Borrower that arise from such Guarantor’s obligations under this Agreement or any other
Credit Document, including, without limitation, any right of subrogation (including, without
limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C.
§ 509, or otherwise), reimbursement, exoneration, contribution, indemnification, or any right to
participate in any claim or remedy of the Administrative Agent, or any Lender against the Borrower
or any collateral which the Administrative Agent or any Lender now has or acquires. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and the Guaranteed
Obligations shall not have been paid in full and all of the Commitments terminated, such amount
shall be held in trust for the benefit of the Administrative Agent or any Lender and shall promptly
be paid to the Administrative Agent for the benefit of Administrative Agent and the Lenders to be
applied to the Guaranteed Obligations, whether matured or unmatured, as the Administrative Agent
may elect. Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this
Section 6.03(a) is knowingly made in contemplation of such benefits.



(b) Each Guarantor further agrees that it will not enter into any agreement providing,
directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by the
Borrower or any other Person on account of any payment by such Guarantor to the Administrative
Agent or the Lenders under this Agreement.




6.04 California Waivers.



(a) Guarantor understands and agrees that the waivers contained in this Section 6.04 are
waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under
state and federal law. The rights and defenses waived include, without limitation, those provided
by California laws of suretyship and guaranty, antideficiency laws, and the Uniform Commercial
Code. Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with
the intention that they be fully relied upon by the Administrative Agent and/or the Lenders.



(b) Guarantor waives Guarantor’s rights of subrogation, reimbursement, indemnity and
contribution, and any other rights and defenses available to Guarantor by reason of Sections 2787
to 2855, inclusive, of the California Civil Code, as amended or recodified from time to time,
including without limitation (i) any defenses Guarantor may have to the Guaranteed Obligations by
reason of an election of remedies by the Administrative Agent and/or the Lenders, and (ii) any
rights or defenses Guarantor may have by reason of protection afforded to Borrower with respect to
the Guaranteed Obligations pursuant to the antideficiency or other laws of the State of California
limiting or discharging Borrower’s indebtedness, including, without limitation, Sections 580a,
580b, 580d, or 726 of the California Code of Civil Procedure, as amended or recodified from time to
time.



(c) If and to the extent such waivers of Guarantor’s rights of subrogation, reimbursement,
indemnity and contribution, and any other rights and defenses waived by Guarantor hereunder are
unenforceable, Guarantor hereby agrees that all such rights shall be junior and subordinate to the
rights of the Administrative Agent and/or the Lenders to obtain payment and performance of the
Guaranteed Obligations and to all rights of the Administrative Agent and/or the Lenders in and to
any property, including the Property, which now or hereafter serves or could serve as collateral
security for the Guaranteed Obligations.




(d) The above waivers include, but are not limited to, the waiver by Guarantor of:




(i) all rights and defenses arising out of an election of remedies by the
Administrative Agent and/or the Lenders, even though that election of remedies has destroyed
Guarantor’s rights of subrogation and/or reimbursement against Borrower by the operation of
Section 580d of the California Code of Civil Procedure or otherwise;




(ii) all rights and protections of any kind which Guarantor may have for any reason
which would affect or limit the amount of any recovery by the Administrative Agent and/or
the Lenders from Guarantor including, without limitation, the right to any fair market value
hearing pursuant to Section 580a of the California Code of Civil Procedure.




(iii) any and all benefits available to sureties and creditors which might otherwise be
available to Guarantor under California Civil Code Sections 2809 (reduction of surety’s
obligation where larger than principal’s), 2810 (liability of surety when principal is not
liable), 2815 (revocation of continuing guaranty), 2819 (exoneration of surety), 2839
(performance of principal obligation or offer of performance), 2845 (requiring creditor to
proceed against principal), 2849 (security for performance of principal obligation), 2850
(hypothecation of surety’s property), 2899 (order of resort to property), and 3433
(creditor’s entitlement to satisfy claim from several funds), as amended or recodified from
time to time; and



(e) Guarantor shall not be discharged, released or exonerated, in any way, from its absolute,
unconditional and independent liabilities hereunder, even though any rights or defenses which
Guarantor may have against Borrower, the Administrative Agent, the Lenders or others may be
destroyed, diminished or otherwise affected, by:




(i) Any declaration by the Administrative Agent and/or the Lenders of a default in
respect of any of the Guaranteed Obligations;




(ii) The exercise by the Administrative Agent and/or the Lenders of any rights or
remedies against Borrower or any other person;




(iii) The failure of the Administrative Agent and/or the Lenders to exercise any rights
or remedies against Borrower or any other person; or



Section 7. Representations and Warranties. Each Guarantor hereby represents and
warrants as follows:



7.01 Corporate Authority. Such Guarantor is either a corporation, limited liability
company or limited partnership duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization. The execution, delivery and performance by such Guarantor
of this Agreement are within such Guarantor’s organizational powers, have been duly authorized by
all necessary organizational action and do not contravene (a) such Guarantor’s organizational
authority or (b) any law or material contractual restriction affecting such Guarantor or its
Property.



7.02 Government Approval. No authorization or approval or other action by and no
notice to or filing with, any Governmental Authority is required for the due execution, delivery
and performance by such Guarantor of this Agreement.



7.03 Binding Obligations. This Agreement is the legal, valid and binding obligation
of such Guarantor enforceable against such Guarantor in accordance with its terms subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law
affecting creditors’ rights (whether considered in a proceeding at law or in equity).



Section 8. Covenants. Each Guarantor will comply with all covenant provisions of
Article V and Article VI of the Credit Agreement to the extent such provisions are applicable.



8.01 Additional Covenant. As soon as possible and in any event within five days after
the incurrence of any Indebtedness by the Parent or any Subsidiary of the Parent other than the
Obligations or any other Indebtedness permitted under the Credit Agreement, the Parent shall notify
the Administrative Agent in writing of such incurrence.



Section 9. Contribution. As a result of the transactions contemplated by the Credit
Agreement, each of the Guarantors will benefit, directly and indirectly, from the Guaranteed
Obligations and in consideration thereof desire to enter into a contribution agreement among
themselves as set forth in this Section 9 to allocate such benefits among themselves and to provide
a fair and equitable arrangement to make contributions in the event any payment is made by any
Guarantor hereunder to the Administrative Agent or the Lenders (such payment being referred to
herein as a “Contribution,” and for purposes of this Agreement, includes any exercise of
recourse by the Administrative Agent against any Property of a Guarantor and application of
proceeds of such Property in satisfaction of such Guarantor’s obligations under this Agreement).
The Guarantors hereby agree as follows:



9.01 Calculation of Contribution. In order to provide for just and equitable
contribution among the Guarantors in the event any Contribution is made by a Guarantor (a
"Funding Guarantor”), such Funding Guarantor shall be entitled to a contribution from
certain other Guarantors for all payments, damages and expenses incurred by that Funding Guarantor
in discharging any of the Guaranteed Obligations, in the manner and to the extent set forth in this
Section. The amount of any Contribution under this Agreement shall be equal to the payment made by
the Funding Guarantor to the Administrative Agent or any other beneficiary pursuant to this
Agreement and shall be determined as of the date on which such payment is made.



9.02 Benefit Amount Defined. For purposes of this Agreement, the “Benefit
Amount” of any Guarantor as of any date of determination shall be the net value of the benefits
to such Guarantor and all of its Subsidiaries (including any Subsidiaries which may be Guarantors)
from extensions of credit made by the Lenders to the Borrower under the Credit Agreement; provided,
that in determining the contribution liability of any Guarantor which is a Subsidiary to its direct
or indirect parent corporation or of any Guarantor to its direct or indirect Subsidiary, the
Benefit Amount of such Subsidiary and its Subsidiaries, if any, shall be subtracted in determining
the Benefit Amount of the parent corporation. Such benefits shall include benefits of funds
constituting proceeds of Advances made to the Borrower by the Lenders which are in turn advanced or
contributed by the Borrower to such Guarantor or its Subsidiaries and benefits of Letters of Credit
issued pursuant to the Credit Agreement on behalf of, or the proceeds of which are advanced or
contributed or otherwise benefit, directly or indirectly, such Guarantor and its Subsidiaries
(collectively, the “Benefits”). In the case of any proceeds of Advances or Benefits
advanced or contributed to a Person (an “Owned Entity”) any of the equity interests of
which are owned directly or indirectly by a Guarantor, the Benefit Amount of a Guarantor with
respect thereto shall be that portion of the net value of the benefits attributable to Advances or
Benefits equal to the direct or indirect percentage ownership of such Guarantor in its Owned
Entity.



9.03 Contribution Obligation. Each Guarantor shall be liable to a Funding Guarantor
in an amount equal to the greater of (A) the (i) ratio of the Benefit Amount of such Guarantor to
the total amount of Guaranteed Obligations, multiplied by (ii) the amount of Guaranteed Obligations
paid by such Funding Guarantor and (B) 95% of the excess of the fair saleable value of the property
of such Guarantor over the total liabilities of such Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities) determined as of the date
on which the payment made by a Funding Guarantor is deemed made for purposes of this Agreement
(giving effect to all payments made by other Funding Guarantors as of such date in a manner to
maximize the amount of such contributions).



9.04 Allocation. In the event that at any time there exists more than one Funding
Guarantor with respect to any Contribution (in any such case, the “Applicable
Contribution”), then payment from other Guarantors pursuant to this Agreement shall be
allocated among such Funding Guarantors in proportion to the total amount of the Contribution made
for or on account of the Borrower by each such Funding Guarantor pursuant to the Applicable
Contribution. In the event that at any time any Guarantor pays an amount under this Agreement in
excess of the amount calculated pursuant to clause (A) of Subsection 9.03 above, that Guarantor
shall be deemed to be a Funding Guarantor to the extent of such excess and shall be entitled to
contribution from the other Guarantors in accordance with the provisions of this Section.



9.05 Subsidiary Payment. The amount of contribution payable under this Section by any
Guarantor shall be reduced by the amount of any contribution paid hereunder by a Subsidiary of such
Guarantor.



9.06 Equitable Allocation. If as a result of any reorganization, recapitalization, or
other corporate change in the Borrower or any of its Subsidiaries, or as a result of any amendment,
waiver or modification of the terms and conditions of other Sections of this Agreement or the
Guaranteed Obligations, or for any other reason, the contributions under this Section become
inequitable as among the Guarantors, the Guarantors shall promptly modify and amend this Section to
provide for an equitable allocation of contributions. Any of the foregoing modifications and
amendments shall be in writing and signed by all Guarantors.



9.07 Asset of Party to Which Contribution is Owing. The Guarantors acknowledge that
the right to contribution hereunder shall constitute an asset in favor of the Guarantor to which
such contribution is owing.



9.08 Subordination. No payments payable by a Guarantor pursuant to the terms of this
Section 9 shall be paid until all amounts then due and payable by the Borrower to any Lender,
pursuant to the terms of the Credit Documents or any Lender Interest Rate Agreement, are paid in
full in cash. In addition, any Indebtedness payable by a Guarantor to the Borrower or by the
Borrower to a Guarantor shall be subordinate to all amounts then due and payable by the Borrower to
any Lender, pursuant to the terms of the Credit Documents or any Lender Interest Rate Agreement.
Nothing contained in this Section 9 shall affect the obligations of any Guarantor to any Lender
under the Credit Agreement, any Lender Interest Rate Agreement, or any other Credit Documents.




Section 10. Miscellaneous.



10.01 Addresses for Notices. All notices and other communications provided for
hereunder shall be in writing, including telegraphic communication and delivered or teletransmitted
to the Administrative Agent, as set forth in the Credit Agreement and to each Guarantor, at the
address for the Borrower set forth in the Credit Agreement or in the Accession Agreement executed
by such Guarantor, or to such other address as shall be designated by any Guarantor or the
Administrative Agent in written notice to the other parties. All such notices and other
communications shall be effective when delivered or teletransmitted to the above addresses.



10.02 Amendments, Etc. No waiver or amendment of any provision of this Agreement nor
consent to any departure by any Guarantor therefrom shall be effective unless the same shall be in
writing and signed by the Administrative Agent; provided that any waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given.
Notwithstanding the foregoing, in the event that any Subsidiary or Affiliate of the Borrower
hereafter is required in a accordance with the terms of the Credit Agreement or otherwise agrees to
become a guarantor of the Borrower’s obligations under the Credit Documents or any Lender Interest
Rate Agreement, then such Subsidiary or Affiliate may become a party to this Agreement by executing
an Accession Agreement (“Accession Agreement”) in the form attached hereto as Annex
1 and each Guarantor and the Administrative Agent hereby agrees that upon such Subsidiary’s or
Affiliate’s execution of such Accession Agreement, this Agreement shall be deemed to have been
amended to make such Person a Guarantor hereunder for all purposes and a party hereto and no
signature is required on behalf of the other Guarantors or the Administrative Agent to make such an
amendment to this Agreement effective.



10.03 No Waiver; Remedies. No failure on the part of Administrative Agent or any
Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



10.04 Right of Set-Off. Upon the occurrence and during the continuance of any Event
of Default or other action for which the Lenders or their respective Affiliates would be entitled
to set-off against the Borrower pursuant to the provisions of Section 8.06 of the Credit Agreement,
the Administrative Agent, the Lenders, and their respective Affiliates are hereby authorized at any
time, to the fullest extent permitted by law, to set off and apply any deposits (general or
special, time or demand, provisional or final) and other indebtedness owing by the Administrative
Agent or the Lenders or any of their Affiliates to the account of any Guarantor against any and all
of the obligations of such Guarantor under this Agreement, irrespective of whether or not the
Administrative Agent or the Lenders shall have made any demand under this Agreement and although
such obligations may be contingent and unmatured. The Administrative Agent and the Lenders agree
promptly to notify each Guarantor affected by any such set-off after any such set-off and
application made by the Administrative Agent or the Lenders, or their respective Affiliates
provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Administrative Agent, the Lenders, and their respective Affiliates
under this Section 10.04 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent and the Lenders may have.



10.05. Continuing Guaranty; Transfer of Interest. This Agreement constitutes for all
purposes an amendment to the Original Guaranty and not a new or substitute agreement or a novation
of the Original Guaranty. This Agreement shall create a continuing guaranty and shall (a) remain in
full force and effect until payment in full and termination of the Guaranteed Obligations, (b) be
binding upon each Guarantor, its successors and assigns, and (c) inure, together with the rights
and remedies of the Administrative Agent and the Lenders and their respective successors,
transferees and assigns. Without limiting the generality of the foregoing clause, when any Lender
assigns or otherwise transfers any interest held by it under the Credit Agreement, any Lender
Interest Rate Agreement or other Credit Document to any other Person pursuant to the terms of the
Credit Agreement, any Lender Interest Rate Agreement or other Credit Document, that other Person
shall thereupon become vested with all the benefits held by such Lender under this Agreement. Upon
the payment in full and termination of the Guaranteed Obligations, the guaranties granted hereby
shall terminate and all rights hereunder shall revert to each Guarantor to the extent such rights
have not been applied pursuant to the terms hereof. Upon any such termination, the Administrative
Agent will, at each Guarantor’s expense, execute and deliver to such Guarantor such documents as
such Guarantor shall reasonably request and take any other actions reasonably requested to evidence
or effect such termination.



10.06. GOVERNING LAW. ANY DISPUTE BETWEEN THE GUARANTOR, THE ADMINISTRATIVE AGENT,
ANY LENDER, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF
NEW YORK.




10.07. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.



(A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY
OF THE OTHER CREDIT DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES
HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT
TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE.



(B) OTHER JURISDICTIONS. THE GUARANTOR AGREES THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR ANY INDEMNITEE SHALL HAVE THE RIGHT TO PROCEED AGAINST THE GUARANTOR OR ITS PROPERTY IN A
COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE GUARANTOR
OR (2) ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE GUARANTOR
AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH
PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE GUARANTOR WAIVES
ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A
PROCEEDING DESCRIBED IN THIS SUBSECTION (B).



(C) SERVICE OF PROCESS. THE GUARANTOR WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT
AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, PROCESS OR SUMMONSES IN ANY SUIT,
ACTION OR PROCEEDING BY THE MAILING THEREOF BY ANY THE ADMINISTRATIVE AGENT OR THE LENDERS BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR ADDRESSED AS PROVIDED HEREIN.
NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE ADMINISTRATIVE AGENT OR THE
LENDERS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW. THE GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS)
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.



(D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,
ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.



(E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO
THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THIS SECTION
10.07, WITH ITS COUNSEL.



2



Each Guarantor has caused this Agreement to be duly executed as of the date first above
written.




GUARANTORS:




INTERSTATE HOTELS & RESORTS, INC.


a Delaware corporation




By:


Name:



Title:



3




BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC.


a Delaware corporation




By:


Name:


Title:




MERISTAR MANAGEMENT (CANMORE) LTD.


a British Columbia (Canada) corporation




By:


Name:


Title:




MERISTAR MANAGEMENT


(VANCOUVER-METRTOWN) LTD.


a British Columbia (Canada) corporation




By:


Name:


Title:




BRIDGESTREET ACCOMMODATIONS, LTD.


Incorporated under the laws of England and Wales




By:


Name:



Title:



4




BRIDGESTREET ACCOMMODATIONS


LONDON LIMITED


Incorporated under the laws of England and Wales




By:


Name:


Title:




BRIDGESTREET WARDROBE PLACE LIMITED


Incorporated under the laws of England and Wales




By:


Name:


Title:




LORYT(1) LIMITED


Incorporated under the laws of England and Wales




By:


Name:


Title:




APALACHEE BAY SAS


Incorporated under the laws of France




By:


Name:



Title:



5




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




MERISTAR STORRS COMPANY, L.L.C.


a Delaware limited liability company




THE NETEFFECT 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:
	
 
	 	 	 	Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 







6





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:
	
 
	 	 	 	Name:
	
 
	 	 	 	Title:
	 
	 	 	 	 







7





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:


Name:


Title:




NORTHRIDGE INSURANCE COMPANY


a corporation organized under the laws of the Cayman Islands




By:


Name:



Title:



8




INTERSTATE PROPERTY PARTNERSHIP, L.P.


a Delaware limited partnership



	 	 	 
	By:

	 	Interstate Property Corporation

a Delaware corporation, its general partner
	 
	 	 
	
 
	 	By:
	
 
	 	Name:
	
 
	 	Title:








INTERSTATE/DALLAS GP, L.L.C.


a Delaware limited liability company



	 	 	 
	By:

	 	Interstate Property Corporation

a Delaware corporation, its managing member
	 
	 	 
	
 
	 	By:
	
 
	 	Name:
	
 
	 	Title:
	 
	 	 







9





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:
	
 
	 	Name:
	
 
	 	Title:








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:
	
 
	 	Name:
	
 
	 	Title:








INTERSTATE HOTELS, LLC


a Delaware limited liability company



	 	 	 
	By:

	 	Northridge Holdings, Inc.

a Delaware corporation, its managing member
	 
	 	 
	
 
	 	By:
	
 
	 	Name:
	
 
	 	Title:
	 
	 	 







10





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:
	
 
	 	Name:
	
 
	 	Title:
	 
	 	 








11