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AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
SUMMIT HOTEL PROPERTIES, LLC
      1.
    
    The Committee shall have the resources and authority to discharge its duties and
responsibilities including the authority to retain independent counsel, accountants,
experts, consultants or others to advise the Committee or assist in the conduct of an
investigation. The Committee shall have the sole authority to retain, compensate, and
terminate any counsel, accountant, expert or consultant necessary to accomplish its
purposes.2.
    
    The Committee may seek any information it requires from employees  all of whom are
directed to cooperate with the Committees requests  or external parties.3.
    
    The Committee shall meet with Company officers, the independent auditor, or outside
counsel, as necessary.4.
    
    The Committee may delegate authority to subcommittees, including the authority to
preapprove all auditing and permitted non-audit services, providing that such decisions
are presented to the full Committee at its next scheduled meeting.
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1.
    
    Financial Statements
 
    
    Review significant accounting and reporting issues and understand
their impact on the financial statements. These issues include:
 
    
    Complex or unusual transactions and highly judgmental areas.
    
    Major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Companys selection or application of accounting principles.
    
    The selection of accounting principles, the effect of applying
different principles and the rationale for applying the principles
selected.
    
    The effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the Company.
    
    Reviewing analyses prepared by management and/or the independent
auditor setting forth significant financial reporting issues and judgments
made in connection with the preparation of
the financial statements, including analyses of the effects of alternative
GAAP methods on the financial statements.
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
    
    Review with management and the independent auditor the results of the
audit, including any difficulties encountered. This review will include any
restrictions on the scope of the independent auditors activities or on access to
requested information, and any significant disagreements with management.
    
    Review any disclosure of significant deficiencies in the design or
operation of internal controls.
    
    Review the annual audited financial statements and discuss as
necessary such financial statements with management and the independent auditor,
including the Companys disclosures under Managements Discussion and Analysis of
Financial Condition and Results of Operations.
    
    Ensure that the quarterly financial statements are reviewed by the
independent auditor and that the annual financial statements are audited by the
independent auditor in a manner consistent with Section 10A of the Securities
Exchange Act.
    
    Review disclosures made by CEO and COO or Controller during the Forms
10-K and 10-Q certification process about significant deficiencies in the design
or operation of internal controls or any fraud that involves management or other
employees who have a significant role in the Companys internal controls.
 Internal Control
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    Review the effectiveness of the Companys internal control system.
    
    Understand the scope of internal review of internal control over
financial reporting, and obtain reports on significant findings and
recommendations, together with managements responses.
 Independent Audit
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    The Committee shall be directly responsible for the appointment,
retention, termination, and compensation of the Companys independent auditor
engaged for the purpose of preparing or issuing an audit report or related work,
or performing other audit, review or attestation services for the Company. The
Committee may consult with management in fulfilling these duties, but may not
delegate these responsibilities to management.
    
    The Committee shall be directly responsible for oversight of the work
of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financing reporting).
    
    The Committee shall pre-approve all auditing, internal control
services and permitted non-audit services performed by the Companys independent
auditor. Notwithstanding the above, the pre-approval requirement is waived with
respect to the provision of non-audit service for the Company if the applicable
de minimus provisions of the Securities Exchange Act of 1934 (Exchange Act)
are satisfied.
    
    Review and approve the independent auditors proposed audit scope and
approach, including coordination of audit effort with internal audit.
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
    
    Review the performance of the independent auditor, and exercise final
approval on the appointment or discharge of the auditor. In performing this review
and approval, the Committee will:
 
    
    Request that the independent auditor provide the Committee with the
written disclosures and the letter required by the Independent Standards
Board Standards No.1, as modified or supplemented, require that the
independent auditor submit to the Committee on a periodic basis a formal
written statement delineating all relationships between the independent
auditor and the Company, discuss with the independent auditor any
disclosed relationships or services that may impact the objectivity and
independence of the independent auditor and, based on such disclosures,
statements and discussion, take or recommend that the Board take
appropriate action in response to the independent auditors report to
satisfy itself of the independent auditors independence.
    
    Evaluate the independent auditors qualifications, performance and
independence, and present its conclusions with respect to the independent
auditor to the full Board. In order to conduct such evaluation, at least
annually the Committee shall:
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    Obtain and review a report by the independent
auditor describing (1) the auditing firms internal
quality-control procedures; (2) any material issues raised by the
most recent internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and (3)
in order to assess the auditors independence, all relationships
between the independent auditor and the Company.
    
    Review and evaluate the lead partner of the
independent auditor.
    
    Review and evaluate the independent auditor.
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    Take into account the opinions of management and internal auditors
concerning the independent auditors performance.
    
    Present its conclusions with respect to the independent auditor to
the Board.
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    Ensure the rotation of the lead audit partner and other audit
partners in compliance with regulatory requirements, and consider whether there
should be regular rotation of the audit firm itself.
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Compliance
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    Review and discuss with management and the independent auditor the
legal and regulatory requirements applicable to the Company and its affiliates and
the Companys compliance with such requirements; the effectiveness of the system
for monitoring compliance with laws and regulations and the results of
managements investigation and follow-up (including disciplinary action) of any
instances of noncompliance. Establish procedures for: (i) the receipt, retention,
and treatment of complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters; and (ii) the confidential, anonymous
submission by employees of concerns regarding questionable accounting or auditing
matters.
    
    Review the findings of any examinations by regulatory agencies, and
any auditor observations.
    
    Review the process for communicating the code of conduct to Company
personnel, and for monitoring compliance therewith.
 Reporting Responsibilities
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    Regularly report to the Board of Managers concerning Committee
activities and issues that arise with respect to the quality or integrity of the
Companys financial statements, the Companys compliance with legal or regulatory
requirements, the performance and independence of the Companys independent
auditor, and the adequacy of the Companys internal controls.
    
    Provide an open avenue of communication between the independent
auditor and the Board of Managers. Review any other reports the Company issues
that relate to Committee responsibilities.
 Other Responsibilities
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    Review the Companys major policies with respect to internal
controls, risk assessment, and risk management, and make reports to the Board or
management as appropriate.
    
    Perform other activities related to this charter as requested by the Board.
    
    Institute and oversee special investigations as needed.
    
    Review and assess the adequacy of the Committee charter annually,
requesting Board approval for proposed changes, and ensure appropriate disclosure
as may be required by law or regulation.
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