exv10w5w2






Exhibit 10.5.2




AMENDMENT
NO. 2




          AMENDMENT NO. 2, dated as of July 2, 2008 (this “Amendment”), by and among INTERSTATE
OPERATING COMPANY, LP, a Delaware limited partnership (the “Borrower”), LEHMAN COMMERCIAL
PAPER INC., as Administrative Agent (the “Administrative Agent”), and the Lenders party
hereto to the Credit Agreement (as defined below).




WITNESSETH:




          WHEREAS, the Borrower, the Administrative Agent, Lehman Brothers Inc. as sole lead arranger
and sole bookrunner, Société Générale, as syndication agent, Calyon New York Branch and Merrill
Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc. as co-documentation
agents and the Lenders have entered into that certain Senior Secured Credit Agreement, dated as of
March 9, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”);




          WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more
specifically set forth below;




          WHEREAS, the Administrative Agent and the Lenders have agreed, subject to the terms and
conditions hereinafter set forth, to amend the Credit Agreement as set forth below.




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




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.




          2. Amendments. Effective as of the Amendment No. 2 Effective Date (as defined
in Section 3 of this Amendment) and subject to the terms and conditions set forth herein, the
Credit Agreement is hereby amended as follows:




          (a) Section 1.01 (Certain Defined Terms) of the Credit Agreement is hereby
amended by inserting the following definitions in the appropriate alphabetical order:




          ““Amendment No. 2”” means the Amendment No. 2, dated as of July 2, 2008 by and among
the Borrower, the Administrative Agent and the Lenders party thereto.”




          ““Amendment No. 2 Effective Date”” means the Amendment No. 2 Effective Date as
defined in Amendment No. 2 to this Agreement.”




          (b) The definition of “Sliver Investments” in Section 1.01 (Certain Defined
Terms) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:





     ““Sliver Investments” shall mean debt and equity investments in partnerships,
companies or limited liability companies (a) for which the Borrower’s direct or indirect
ownership interest is less than 50% and (b) that own hospitality properties for which the
Borrower or its wholly-owned subsidiary will have a Customary Property Agreement;
provided, that, with respect to Investments of up to $25,000,000 in the
aggregate, such Customary Property Agreement may be held by an entity which is not a wholly
owned subsidiary of Borrower or of a Subsidiary of Borrower.”



 









 





          3. Conditions to Effectiveness of this Amendment. This Amendment shall become
effective as of the date (the “Amendment No. 2 Effective Date”) each of the following
conditions precedent shall have been satisfied:




          (a) The Administrative Agent shall have received on or prior to the Amendment No.
2 Effective Date each of the following, each dated the Amendment No. 2 Effective Date unless
otherwise indicated or agreed to by the Administrative Agent and in form and substance satisfactory to
the Administrative Agent:





          (i) this Amendment, executed by the Borrower, the Administrative Agent and the
Required Lenders under the Credit Agreement; and




          (ii) such additional documentation as the Administrative Agent or the Lenders
may reasonably require.



          (b) There shall have been paid to the Administrative Agent, for the account of itself
and the Lenders, as applicable, all expenses (including reasonable expenses of counsel) due
and payable on or before the Amendment No. 2 Effective Date.




          4. Representations and Warranties. The Borrower hereby represents and warrants
to the Administrative Agent and the Lenders, on and as of the date hereof, that:




          (a) (i) The Borrower has taken all necessary action to authorize the execution,
delivery and performance of this Amendment, (ii) this Amendment has been duly executed and
delivered by the Borrower and (iii) this Amendment is the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles.




          (b) After giving effect to this Amendment, each of the representations and warranties
made by any Loan Party in or pursuant to the Credit Documents is true and correct in all
material respects on and as of the date hereof, as if made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such representations and
warranties are true and correct in all material respects as of such earlier date.




          (c) After giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing as of the date hereof.




          5. Reaffirmation.




          (a) Each Loan Party hereby consents to the execution, delivery and performance of
this Amendment and agrees that each reference to the Credit Agreement in the Credit Documents
shall, on and after the Amendment No. 2 Effective Date, be deemed to be a reference to the Credit
Agreement as amended by this Amendment.




          (b) Each Loan Party hereby acknowledges and agrees that, after giving effect to this
Amendment, all of its respective obligations and liabilities under the Credit Documents to
which it is a party are reaffirmed, and remain in full force and effect.




          6. Continuing Effect. Except as expressly set forth in this Amendment, all of the
terms and provisions of the Credit Agreement are and shall remain in full force and effect and
the




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Borrower shall continue to be bound by all of such terms and provisions. The Amendment provided
for herein is limited to the specific provisions of the Credit Agreement specified herein and
shall not constitute an amendment of, or an indication of the Administrative Agent’s or the
Lenders’ willingness to amend or waive, any other provisions of the Credit Agreement or the same
sections for any other date or purpose. This Amendment is a Credit Document.




          7. Expenses. The Borrowers agree to pay and reimburse the Administrative Agent
for all its reasonable out-of-pocket costs and expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment, and other documents prepared in
connection herewith, and the transactions contemplated hereby, including, without limitation, reasonable
fees and disbursements and other charges of counsel to the Administrative Agent relating to the
Amendment.




          8. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED, AND ANY DISPUTE BETWEEN THE BORROWER, 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, 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; PROVIDED THAT THE PERFECTION
OF THE LIENS OF THE ADMINISTRATIVE AGENT ON THE COLLATERAL AND THE
EXERCISE OF REMEDIES AGAINST THE COLLATERAL SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE APPLICABLE
JURISDICTION.




          9. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties and separate counterparts, each of which when so executed and
delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or
e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.




          10. Integration. This Amendment, together with the other Credit Documents,
incorporates all negotiations of the parties hereto with respect to the subject matter hereof
and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.




          11. Severability. In case any provision in this Amendment shall be invalid, illegal or
unenforceable, such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.




          12. 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






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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.




[Signature Pages Follow]





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          IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.




	 	 	 	 	 
	 	BORROWER:



INTERSTATE OPERATING COMPANY, LP, 

a Delaware Limited partnership



By: Interstate Hotels & Resorts, Inc.,

its general partner
 	 
	 
	 	By:  	                               /s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC., 

as a Lender and as Administrative Agent

 	 
	 	By:  	/s/ Craig Malloy
 	 
	 	 	Name:  	Craig Malloy 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Amendment No. 2]





 









 








          IN WITNESS WHERE, the parties have acknowledged and agreed upon this Amendment as of the date
first written above.




	 	 	 	 	 
	 	GUARANTORS:



INTERSTATE HOTELS & RESORTS, INC. 

a Delaware corporation

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	INTERSTATE HOTELS COMPANY

a Delaware corporation



INTERSTATE PARTNER CORPORATION 

a Delaware corporation



INTERSTATE PROPERTY CORPORATION

a Delaware corporation



NORTHRIDGE HOLDINGS, INC. 

a Delaware corporation



INTERSTATE MEMBER INC.

a Delaware corporation



CROSSROADS HOSPITALITY MANAGEMENT COMPANY 

a Delaware corporation



INTERSTATE MANAGEMENT SERVICES, INC.

a Delaware corporation



SUNSTONE HOTEL PROPERTIES, INC.

a Colorado corporation

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	INTERSTATE BATON ROUGE, LLC

a Delaware limited liability company



INTERSTATE TESORO, LLC

a Delaware limited liability company



INTERSTATE CLEVELAND, LLC

a Delaware limited liability company



INTERSTATE SAWGRASS, LLC

a Delaware limited liability company



INTERSTATE DURHAM, LLC

a Delaware limited liability company



IHR DEVELOPMENT GROUP, LLC

a Delaware limited liability company



INTERSTATE INVESTMENTS I, LLC

a Delaware limited liability company



INTERSTATE INDIA, LLC

a Delaware limited liability company



INTERSTATE INDIA INVESTMENTS, LLC

a Delaware limited liability company



INTERSTATE ECONOMY INVESTMENT, LLC 

a Delaware limited liability company



INTERSTATE HARTE GP, LLC

a Delaware limited liability company



INTERSTATE TRADING, LLC

a Delaware limited liability company



INTERSTATE MAHWAH, LLC

a Delaware limited liability company



INTERSTATE FRAZER, LLC

a Delaware limited liability company



INTERSTATE LATHAM, LLC

a Delaware limited liability company



INTERSTATE LAFAYETTE, LLC

a Delaware limited liability company



INTERSTATE DEVELOPMENT GROUP II, LLC 

a Delaware limited liability company

 	 
	 	 	 
	 	 	 
	 	 	 
	 



[Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	INTERSTATE INVEST, LLC

a Delaware limited liability company



INTERSTATE MEXICO MANAGEMENT, LLC

a Delaware limited liability company



INTERSTATE MEXICO PROPERTIES, LLC

a Delaware limited liability company



INTERSTATE ATLANTA AIRPORT, LLC

a Delaware limited liability company



INTERSTATE CONCORD HOLDINGS, LLC

a Delaware limited liability company



INTERSTATE CONCORD, LLC

a Delaware limited liability company



IHR/PH INVESTMENT, LLC

a Delaware limited liability company



By: Interstate Operating Company, LP, its Member



By: Interstate Hotels & Resorts, Inc., its general partner

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	INTERSTATE MANAGEMENT COMPANY, LLC

a Delaware limited liability company



CAPSTAR ST. LOUIS COMPANY, L.L.C.

a Delaware limited liability company



MERISTAR STORRS COMPANY, LLC 

a Delaware limited liability company



INTERSTATE CROSS KEYS, LLC

a Delaware limited liability company



INTERSTATE HOTEL MANAGEMENT SYSTEM, LLC

a Delaware limited liability company



By: Interstate Operating Company, LP, its Member



By: Interstate Hotels & Resorts, Inc., its general partner

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	INTERSTATE PROPERTY PARTNERSHIP, L.P. 

a Delaware limited partnership



By: Interstate Property Corporation, its general partner

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	INTERSTATE MANCHESTER COMPANY, L.L.C.

a Delaware limited liability company



By: Interstate Property Partnership, L.P., its member



By: Interstate Property Corporation, its general partner

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	INTERSTATE HOTELS, LLC

a Delaware limited liability company



By: Northridge Holdings, Inc., its member

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CONTINENTAL DESIGN & SUPPLIES COMPANY, L.L.C. 

a Delaware limited liability company



By: Interstate Member, Inc., its member

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CROSSROADS HOSPITALITY COMPANY, L.L.C. 

a Delaware limited liability company



By: Interstate Hotels, LLC, its managing member



By: Northridge Holdings, Inc., its member

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	IHC HOLDINGS, INC. 

a Delaware corporation

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	NORTHRIDGE INSURANCE COMPANY

a corporation organized under the laws of the Cayman Islands

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	MERISTAR MANAGEMENT (VANCOUVER-METROTOWN) LTD. 

a British Columbia (Canada) corporation

 	 
	 	By:  	/s/ Bruce Riggins
 	 
	 	 	Name:  	Bruce Riggins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	Royal Bank of Canada
 as a Lender

 	 
	 	By:  	/s/ Jake  Sigmund
 	 
	 	 	Name:  	Jake  Sigmund 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH 

as a Lender

 	 
	 	By:  	/s/ Jason Chrein
 	 
	 	 	Name:  	Jason Chrein 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ David Bowers
 	 
	 	 	Name:  	David Bowers 	 
	 	 	Title:  	Managing Director 	 
	 



 [Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	Wachovia Bank, N.A. 
as a Lender

 	 
	 	By:  	/s/ Jeri A Fellerman
 	 
	 	 	Name:  	Jeri A Fellerman 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	Société Générale,

as a Lender

 	 
	 	By:  	/s/ Jerry Parisi
 	 
	 	 	Name:  	Jerry Parisi 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 
	 	Bank of America, N.A. 

as a Lender

 	 
	 	By:  	/s/ Michael D. Brannan
 	 
	 	 	Name:  	Michael D. Brannan 	 
	 	 	Title:  	Senior Vice President 	 
	 



 [Signature Page to Amendment No. 2]