##### 



Exhibit 10.2.3

THIRD AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT

THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this Amendment),
dated as of July 31, 2003 (the Amendment Date), is among INTERSTATE OPERATING
COMPANY, L.P. (fka MeriStar H & R Operating Company, L.P.), a Delaware limited
partnership, as the Borrower (Borrower); the Guarantors; SOCIÉTÉ GÉNÉRALE, 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 Senior Secured Credit Agreement dated as of
July 31, 2002, as amended by First Amendment to Senior Secured Credit Agreement
dated as of August 15, 2002 and Second Amendment to Senior Secured Credit
Agreement dated as of January 10, 2003 (as amended, the Original Credit
Agreement).

B. The Borrower desires to

C. 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 August 11, 2003 (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.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | 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. |  | Subordinated Credit Agreement. The Subordinated Credit
Agreement shall be amended in form and substance satisfactory to the
Administrative Agent so that the Leverage Ratio covenant contained
in Section 7.03 of the Subordinated Credit Agreement shall be
amended to provide for a maximum Leverage Ratio on every date which
is at least .50 (.25 for the period from the Status Reset Date
during the Fiscal Quarter commencing January 1, 2004 to the day
immediately prior to the Status Reset Date during the Fiscal Quarter
commencing April 1, 2004) greater than the maximum Leverage Ratio
for each such date required under the Credit Agreement pursuant to
this Amendment.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. |  | 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 August 8,
2003 an amendment fee equal to fifteen (15) basis points times such
Lenders 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 Société 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-2-



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4. From and after the Amendment Date, the chart set forth in Section 7.03
of the Credit Agreement is deleted in its entirety and replaced with the
following chart:

Beginning Date of
    
    Ending Date of ApplicableApplicable Period
    
    Period
    
    Leverage RatioClosing Date
    
    The day immediately prior
to the Status Reset Date
during the Fiscal Quarter
commencing October 1, 2002
    
    5.50 to 1.00The Status Reset Date
during the Fiscal Quarter
commencing October 1, 2002
    
    The day immediately prior
to the Status Reset Date
during the Fiscal Quarter
commencing January 1, 2003
    
    5.00 to 1.00The Status Reset Date
during the Fiscal Quarter
commencing January 1, 2003
    
    The day immediately prior
to the Status Reset Date
during the Fiscal Quarter
commencing July 1, 2003
    
    4.75 to 1.00The Status Reset Date
during the Fiscal Quarter
commencing July 1, 2003
    
    The day immediately prior
to the Status Reset Date
during the Fiscal Quarter
commencing October 1, 2003
    
    4.45 to 1.00The Status Reset Date
during the Fiscal Quarter
commencing October 1, 2003
    
    The day immediately prior
to the Status Reset Date
during the Fiscal Quarter
commencing April 1, 2004
    
    4.25 to 1.00The Status Reset Date
during the Fiscal Quarter
commencing April 1, 2004
    
    The day immediately prior
to the Status Reset Date
during the Fiscal Quarter
commencing January 1, 2005
    
    4.00 to 1.00The Status Reset Date
during the Fiscal Quarter
commencing January 1, 2005
    
    No ending date
    
    3.50 to 1.00


-3-



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5. From and after the Amendment Date, the chart set forth in Section 7.04
of the Credit Agreement is deleted in its entirety and replaced with the
following chart:

Beginning Date of
    
    Ending Date of ApplicableApplicable Period
    
    Period
    
    Senior Leverage RatioClosing Date
    
    The day immediately
prior to the Status
Reset Date during the
Fiscal Quarter
commencing January 1, 2003
    
    4.00 to 1.00The Status Reset Date
during the Fiscal
Quarter commencing
January 1, 2003
    
    The day immediately
prior to the Status
Reset Date during the
Fiscal Quarter
commencing January 1, 2004
    
    3.25 to 1.00The Status Reset Date
during the Fiscal
Quarter commencing
January 1, 2004
    
    The day immediately
prior to the Status
Reset Date during the
Fiscal Quarter
commencing April 1, 2004
    
    3.00 to 1.00The Status Reset Date
during the Fiscal
Quarter commencing
April 1, 2004
    
    The day immediately
prior to the Status
Reset Date during the
Fiscal Quarter
commencing October 1, 2004
    
    2.75 to 1.00The Status Reset Date
during the Fiscal
Quarter commencing
October 1, 2004
    
    No ending date
    
    2.50 to 1.00


6. 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.

7. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.

-4-



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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

EXECUTED as of the date first referenced above.

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






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

SOCIÉTÉ GÉNÉRALE, individually as a
Lender and as Administrative Agent, the
Issuing Bank and the Alternate Currency
Swing Line LenderBy:Thomas K. Day
Managing Director






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CITICORP REAL ESTATE, INC.By:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

LEHMAN COMMERCIAL PAPER INC.By:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CREDIT LYONNAIS NEW YORK BRANCH,
individually as a Lender and as
Documentation AgentBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

THE BANK OF NOVA SCOTIA, acting through its
New York AgencyBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

ACCESSION AGREEMENT, JOINDER, CONSENT AND RATIFICATION

Each of the following entities (each a Company) which is not yet a Guarantor
under the Senior Secured Credit Agreement dated as of July 31, 2002 (as amended
or modified from time to time, the Credit Agreement) among MERISTAR
HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as the
Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (the Administrative
Agent), the Lenders and the other parties thereto, hereby agrees with (i) the
Administrative Agent and the Lenders under the Credit Agreement; (ii) the
parties to the Environmental Indemnification Agreement (the Environmental
Indemnity) dated as of even date as the Credit Agreement and executed in
connection with the Credit Agreement, (iii) the parties to the Guaranty and
Contribution Agreement (the Guaranty) dated as of even date as the Credit
Agreement and executed in connection with the Credit Agreement, and (iv) the
parties to the Pledge Agreement (the Pledge Agreement) dated as of even date
as the Credit Agreement and executed in connection with the Credit Agreement,
as follows:

Each Company hereby agrees and confirms that, as of the date hereof, it
(a) intends to be a party to the Environmental Indemnity, the Guaranty and the
Pledge Agreement and undertakes to perform all the obligations expressed
therein, respectively, of an Indemnitor, a Guarantor and a Debtor (as defined
in the Environmental Indemnity, the Guaranty and the Pledge Agreement,
respectively), (b) agrees to be bound by all of the provisions of the
Environmental Indemnity, the Guaranty and the Pledge Agreement as if it had
been an original party to such agreements, (c) confirms that the
representations and warranties set forth in the Environmental Indemnity, the
Guaranty and the Pledge Agreement, respectively, with respect to the Company, a
party thereto, are true and correct in all material respects as of the date of
this Accession Agreement and (d) has received and reviewed copies of each of
the Environmental Indemnity, the Guaranty and the Pledge Agreement.

For purposes of notices under the Environmental Indemnity, the Guaranty
and the Pledge Agreement the address for each Company shall be the same address
as the address of the Parent.

The Guarantors (including each Company and all previously existing
Guarantors) join in and consent to the terms and provisions of the attached
Amendment and agree that the Security Agreement, the Environmental
Indemnification Agreement and the Guaranty and Contribution Agreement (the
Guaranty) to which each of the Guarantors is a party each dated July 31, 2002
remain in full 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 Accession Agreement, Joinder, Consent and Ratification is dated as of
the date of the Amendment.





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##### 



GUARANTORS:INTERSTATE HOTELS & RESORTS, INC.
a Delaware corporationBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC.
a Delaware corporationBy:Name:Title:MERISTAR MANAGEMENT (CANMORE) LTD.
a British Columbia (Canada) corporationBy:Name:Title:MERISTAR MANAGEMENT
(VANCOUVER-METRTOWN) LTD.
a British Columbia (Canada) corporationBy:Name:Title:BRIDGESTREET CANADA, INC.
an Ontario (Canada) corporationBy:Name:Title:BRIDGESTREET ACCOMMODATIONS, LTD.
Incorporated under the laws of England and WalesBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

BRIDGESTREET ACCOMMODATIONS
LONDON LIMITED
Incorporated under the laws of England and WalesBy:Name:Title:BRIDGESTREET WARDROBE PLACE LIMITED
Incorporated under the laws of England and WalesBy:Name:Title:LORYT(1) LIMITED
Incorporated under the laws of England and WalesBy:Name:Title:APALACHEE BAY SAS
Incorporated under the laws of FranceBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

INTERSTATE MANAGEMENT COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR AGH COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR WINSTON COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR BK COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR KCII COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR WYANDOTTE COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR ST. LOUIS COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR LAUNDRY, L.L.C.
a Delaware limited liability companyMERISTAR PRESTON CENTER, L.L.C.
a Delaware limited liability companyMERISTAR HGI COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR STORRS COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR VACATIONS, L.L.C.
a Delaware limited liability companyTHE NETEFFECT STRATEGIC ALLIANCE, LLC
a Delaware limited liability companyMERISTAR FLAGSTONE, LLC
a Delaware limited liability companyBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its managing memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

BRIDGESTREET MARYLAND, LLC
a Delaware limited liability companyBRIDGESTREET MINNEAPOLIS, LLC
a Delaware limited liability companyBRIDGESTREET MIDWEST, LLC
a Delaware limited liability companyBRIDGESTREET ARIZONA, LLC
a Delaware limited liability companyBRIDGESTREET NEVADA, LLC
a Delaware limited liability companyBRIDGESTREET SOUTHWEST, LLC
a Delaware limited liability companyBRIDGESTREET OHIO, LLC
a Delaware limited liability companyBRIDGESTREET CALIFORNIA, LLC
a Delaware limited liability companyBRIDGESTREET COLORADO, LLC
a Delaware limited liability companyBRIDGESTREET NORTH CAROLINA, LLC
a Delaware limited liability companyBRIDGESTREET RALEIGH, LLC
a Delaware limited liability companyBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, their sole memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

BRIDGESTREET TEXAS, L.P.
a Delaware limited partnershipBy:
    
    BridgeStreet Nevada, LLC
a Delaware limited liability company, its partnerBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its
general partnerBy:Name:Title:By:
    
    BridgeStreet Arizona, LLC
a Delaware limited liability company, its partnerBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its
general partnerBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

INTERSTATE HOTELS COMPANY
a Delaware corporationINTERSTATE INVESTMENT CORPORATION
a Delaware corporationINTERSTATE PARTNER CORPORATION
a Delaware corporationINTERSTATE PROPERTY CORPORATION
a Delaware corporationINTERSTATE/KP HOLDING CORPORATION
a Delaware corporationNORTHRIDGE HOLDINGS, INC.
a Delaware corporationIHC HOLDINGS, INC.
a Delaware corporationINTERSTATE MEMBER INC.
a Delaware corporationCROSSROADS HOSPITALITY MANAGEMENT COMPANY
a Delaware corporationCOLONY HOTELS AND RESORTS COMPANY
a Delaware corporationBy:Name:Title:NORTHRIDGE INSURANCE COMPANY
a corporation organized under the laws of the Cayman IslandsBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

INTERSTATE PROPERTY PARTNERSHIP, L.P.
a Delaware limited partnershipBy:
    
    Interstate Property Corporation
a Delaware corporation, its general partnerBy:Name:Title:INTERSTATE/DALLAS GP, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Property Corporation
a Delaware corporation, its managing memberBy:Name:Title:INTERSTATE KISSIMMEE PARTNER, L.P.
a Delaware limited partnershipBy:
    
    Interstate/KP Holding Corporation
a Delaware corporation, its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

INTERSTATE PITTSBURGH HOLDINGS, L.L.C.
a Delaware limited liability companyINTERSTATE MANCHESTER COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Property Partnership, L.P.
a Delaware limited liability company, their sole memberBy:
    
    Interstate Property Corporation
a Delaware corporation, its general partnerBy:Name:Title:INTERSTATE HOUSTON PARTNER, L.P.
a Delaware limited partnershipINTERSTATE/DALLAS PARTNERSHIP, L.P.
a Delaware limited partnershipBy:
    
    Interstate Property Corporation
a Delaware corporation, their general partnerBy:Name:Title:INTERSTATE HOTELS, LLC
a Delaware limited liability companyBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C.
a Delaware limited liability companyIHC MOSCOW SERVICES, L.L.C.
a Delaware limited liability companyPAH-HILLTOP GP, LLC
a Delaware limited liability companyPAH-CAMBRIDGE HOLDINGS, LLC
a Delaware limited liability companyCROSSROADS HOSPITALITY COMPANY, L.L.C.
a Delaware limited liability companyIHC INTERNATIONAL DEVELOPMENT (UK), L.L.C.
a Delaware limited liability companyIHC SERVICES COMPANY, L.L.C.
a Delaware limited liability companyCROSSROADS HOSPITALITY TENANT COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, their managing memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

HILLTOP
EQUIPMENT LEASING COMPANY, L.P
a Delaware limited partnershipBy:
    
    PAH-Hilltop GP, LLC
a Delaware limited liability company, its general partnerBy:
    
    Interststate Hotels, LLC
a Delaware limited liability company, its sole memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:Title:






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

IHC/MOSCOW CORPORATION
a Delaware corporationBy:Name:
Title:
    
    Christopher L. Bennett
Senior Vice President and SecretaryFUTURE FINANCING MEMBER CORPORATION
a Delaware corporationBy:Name:
Title:
    
    Christopher L. Bennett
Senior Vice President and SecretaryCROSSROADS/MEMPHIS FINANCING CORPORATION
a Delaware corporationBy:Name:
Title:
    
    Christopher L. Bennett
Senior Vice President and SecretaryCROSSROADS/MEMPHIS FINANCING II CORPORATION
a Delaware corporationBy:Name:
Title:
    
    Christopher L. Bennett
Senior Vice President and Secretary






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CROSSROADS FUTURE COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennetTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, LLC
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
Title:
    
    Christopher L. BennettSenior Vice President SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its managing memberBy:
    
    Northridge Holdings, Inc.a Delaware corporation, its managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CROSSROADS FUTURE FINANCING COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Crossroads Future Company, LLC
a Delaware limited liability company, its sole memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CROSSROADS/MEMPHIS COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
 Senior Vice President and Secretary






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CROSSROADS/MEMPHIS PARTNERSHIP, L.P.
a Delaware limited partnershipBy:
    
    Crossroads/Memphis Company, L.L.C.
a Delaware limited liability company, its general partnerBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
 Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
 Senior Vice President and Secretary






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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]

CROSSROADS/MEMPHIS FINANCING COMPANY, L.L.C.
a Delaware limited liability companyCROSSROADS/MEMPHIS FINANCING COMPANY II, L.L.C.
a Delaware limited liability companyBy:
    
    Crossroads/Memphis Partnership, L.P.
a Delaware limited partnership, their sole memberBy:
    
    Crossroads/Memphis Company, L.L.C.
A Delaware limited liability company, its general partnerBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:
Name:
Title:
    
    ____________________________
Christopher L. Bennett
 Senior Vice President and Secretary