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EXHIBIT 10.1


TERMINATION AGREEMENT




     THIS TERMINATION AGREEMENT (this “Agreement”) is entered into as of this
1st day of July, 2004 (the “Termination Date”) by and among MeriStar
Hospitality Corporation, a Maryland corporation (“MSH”), MeriStar Hospitality
Operating Partnership, L.P., a Delaware limited partnership (“MSH OP”),
MeriStar Hotel Lessee, Inc., a Delaware corporation (“Leasing” and, together
with MSH and MSH OP, the “MSH Parties”), Interstate Hotels & Resorts, Inc., a
Delaware corporation and formerly known as MeriStar Hotels & Resorts, Inc.
(“OPCO”) and Interstate Operating Company, L.P., a Delaware limited partnership
and formerly known as MeriStar H&R Operating Company, L.P. (“OPCO OP” and,
together with OPCO, the “OPCO Parties”).



RECITALS:




     WHEREAS, MSH, MSH OP and the OPCO Parties entered into that certain
Intercompany Agreement, dated as of August 3, 1998, as amended January 1, 2001
and April, 2003 (the “Intercompany Agreement”);



     WHEREAS, the Board of Directors of each of MSH and OPCO have determined
that it is in the best interests of their respective corporations, and their
respective shareholders, to terminate the Intercompany Agreement in light of
the current relationship between the corporations contemporaneously with
amending certain provisions of other agreements among the parties and their
respective affiliates.



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



     1. Defined Terms. Any capitalized term not specifically defined in this
Agreement shall have the definition given such term in the Intercompany
Agreement.



     2. Date of Termination. The Intercompany Agreement shall terminate
effective as of the Termination Date and the parties shall have no further
obligations thereunder. In addition, each of the parties fully releases and
discharges the other from and against any and all claims, damages, liabilities,
costs or expenses arising out of, or relating to, the Intercompany Agreement or
the termination hereof.



     3. Construction. Each party hereby acknowledges that it has participated
equally in the drafting of this Agreement, with assistance of counsel, and
therefore that no court construing this Agreement should construe it more
stringently against one party than the other.



     4. Cumulative Remedies. All rights, benefits and remedies provided to the
parties by this Agreement, or any instruments or documents executed pursuant to
this Agreement, are cumulative and shall not be exclusive of any other of the
rights, remedies and benefits allowed by law or equity to the parties.



 









 





     5. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of New York without regard to conflicts of law
principles thereof.



     6. Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws in effect from
time to time, such provision shall be fully severable; this Agreement shall be
construed and enforced as if the illegal, invalid or unenforceable provision
had never comprised a part hereof; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom.



     7. Multiple Counterparts and Facsimile Signature. This Agreement may be
executed in identical counterparts, each of which shall be deemed an original
for all purposes and all of which shall constitute, collectively, one
Agreement. This Agreement may be executed by facsimile signature provided that
an original of this Agreement is delivered by overnight courier promptly
thereafter.



     8. Authority. Each of the parties hereto represents and warrants that it
is duly authorized to execute and deliver this Agreement in accordance with its
organizational and governing documents, including, as applicable, its corporate
charter, corporate bylaws, limited liability company agreement or articles of
organization and/or partnership agreement and that this Agreement is binding
upon such party in accordance with its terms.



     9. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted
assigns.


[Signatures appear on the following page.]


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     IN WITNESS WHEREOF, the parties have executed this Termination Agreement
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	MERISTAR HOSPITALITY CORPORATION
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	Name:	 	 	 	 
	 	 	 	 	
 
	

	 	Title:	 	 	 	 
	 	 	 	 	
 
	 
	 	 	 	 	 	 
	 	 	MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Meristar Hospitality Corporation, its general partner
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	Name:	 	 	 	 
	 	 	 	 	
 
	

	 	Title:	 	 	 	 
	 	 	 	 	
 
	 
	 	 	 	 	 	 
	 	 	MERISTAR HOTEL LESSEE, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	Name:	 	 	 	 
	 	 	 	 	
 
	

	 	Title:	 	 	 	 
	 	 	 	 	
 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE HOTELS & RESORTS, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	Name:	 	 	 	 
	 	 	 	 	
 
	

	 	Title:	 	 	 	 
	 	 	 	 	
 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE OPERATING COMPANY, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Interstate Hotels & Resorts, Inc.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	
 








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