**Exhibit 10.5.1****AMENDMENT NO. 1**          AMENDMENT NO. 1, dated as of May 24, 2007 (this “Amendment”), by and among INTERSTATEOPERATING COMPANY, LP, a Delaware limited partnership (the “Borrower”), LEHMAN COMMERCIALPAPER INC. (the “Administrative Agent”), and the Lenders party hereto to the CreditAgreement (as defined below).**W I T N E S S E T H:**          WHEREAS, the Borrower, the Administrative Agent, Lehman Brothers Inc. as sole lead arrange andsole bookrunner, Société Générale, as syndication agent, Calyon New York Branch and Merrill LynchCapital, a division of Merrill Lynch Business Financial Services, Inc. as co-documentation agentsand the Lenders have entered into that certain Senior Secured Credit Agreement, dated as of March9, 2007 (as amended, supplemented or otherwise modified from time to time, the “CreditAgreement”);          WHEREAS, the Borrower has requested, among other things, (i) an increase in the Commitments inorder to finance the acquisition of the Westin Atlanta Airport Hotel (as defined below), (ii) amodification of certain financial covenant levels and (iii) an incremental term loan facility;          WHEREAS, the additional term loan and revolving credit facilities provided by this Amendmentshall be considered the same as the original term loan and revolving credit facilities provided bythe Credit Agreement; and          WHEREAS, the Administrative Agent and the Lenders have agreed, subject to the terms andconditions hereinafter set forth, to amend the Credit Agreement as set forth below.          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties herebyagree as follows:          1. Defined Terms. Capitalized terms used and not otherwise defined hereinshall have the meanings ascribed to such terms in the Credit Agreement.          2. Amendments. Effective as of the Amendment No. 1 Effective Date (asdefined in Section 3 of Amendment No. 1) and subject to the terms and conditions set forth herein,the Credit Agreement is hereby amended as follows:          (a) Section 1.01 (Definitions and Accounting) of the Credit Agreement ishereby amended by inserting the following definitions in the appropriate alphabetical order:          “Amendment No. 1” means the Amendment No. 1, dated as of May 24, 2007, by and amongthe Borrower, the Administrative Agent and the Lenders party thereto.”          “Amendment No. 1 Effective Date” means the Amendment No. 1 Effective Date as definedin Amendment No. 1 to this Agreement.”          “Applicable Margin Differential” has the meaning set forth in Section 2.17(b).”          “Incremental Loan Extension Date” has the meaning set forth in Section 2.17(a).”          “Incremental Term Advances” has the meaning set forth in Section 2.17(a).”          “Initial Term Advance” means the term advance made by any Lender on the EffectiveDate.”
 

 
          “Second Term Advance” means the term advance made by any Lender on the Amendment No.1 Effective Date.”          “Westin Atlanta Airport Hotel” means Westin Atlanta Airport hotel located in Atlanta,Georgia.”          (b) The following definitions in Section 1.01 (Definitions and Accounting)of the Credit Agreement are hereby amended and restated in their entirety as follows:          “Revolving Commitment” means, for each Lender, the Revolving Commitment set forth forsuch Lender as its Revolving Commitment in the Register maintained by the Administrative Agentpursuant to Section 10.06(c). As of the Amendment No. 1 Effective Date, the aggregate amount ofthe Revolving Commitments under this Agreement is $85,000,000.”          “Sliver Investments” shall mean debt and equity investments in partnerships,companies or limited liability companies (a) for which the Borrower’s direct or indirect ownershipinterest is less than 50% and (b) that own hospitality properties for which the Borrower or itswholly-owned subsidiary will have a Customary Property Agreement; provided, that,with respect to Investments of up to $15,000,000 in the aggregate, such Customary PropertyAgreement may be held by an entity which is not a wholly owned subsidiary of Borrower or of aSubsidiary of Borrower.”          “Subsidiary” means, with respect to any Person, at any date, any other Person in whomsuch Person holds an Investment and whose financial results would be consolidated under GAAP withthe financial results of such Person if such statements were prepared as of such date;provided, that, any entity in which Borrower or its Subsidiaries has investedpursuant to paragraph (d) of the definition of Permitted New Investments shall not be considered aSubsidiary, whether or not the entity is so consolidated so long as the Investment Amount thereinshall not exceed $5,000,000 in the aggregate.”          “Term Advance” means the combined Initial Term Advance and Second Term Advance.”          “Term Commitment” means, for each Lender, the Term Commitment set forth for suchLender as its Term Commitment in the Register maintained by the Administrative Agent pursuant toSection 10.06(b); provided, however, that after the date of the Second TermAdvance, the Term Commitment for such Lender shall be zero. As of the Amendment No. 1 EffectiveDate, the aggregate amount of the Term Commitments under this Agreement is $115,000,000.”          (c) Section 2.07 (c)(iii) of the Credit Agreement is hereby amended and restated inits entirety as follows:          “(iii) Term Advances. Commencing on July 1, 2007 and on each October 1,January 1, April 1 and July 1 thereafter, the Borrower shall repay the Term Advances by anamount equal to $287,500.”          (d) Article II (THE ADVANCES AND LETTERS OF CREDIT) of the Credit Agreement ishereby amended by inserting the following:     “Section 2.17. Incremental Loan Extensions.          (a) The Borrower may from time to time (but no more than three times) after theEffective Date, request one or more new tranches of term loans (the “Incremental TermAdvance”); provided, however, that (i) the aggregate amount of all IncrementalTerm Advance shall not exceed $75,000,000 and (ii) each Incremental Term Advance shall be in anamount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate theAdministrative Agent, the Arranger or any Lender to negotiate for (whether or not in good faith),solicit to or provide any Incremental Term Advance. The Administrative Agent shall promptly notifyeach Lender of each proposed Incremental Term Advance and of the proposed terms and conditionstherefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates) may,in its sole discretion, commit to participate in such Incremental Term Advance by forwarding itscommitment therefor to the
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Administrative Agent in form and substance satisfactory to the Administrative Agent. TheAdministrative Agent shall allocate, in its sole discretion but in amounts not to exceed for eachsuch Lender the commitment received from such Lender or Affiliate, the Incremental Term Advancecommitments to be made as part of such Incremental Term Advance, respectively, to the Lenders fromwhich it has received such written commitments. Each Incremental Term Advance shall becomeeffective on a date agreed by the Borrower and the Administrative Agent (each, an “IncrementalLoan Extension Date”), which shall be in any case on or after the date of satisfaction of theconditions precedent set forth in Sections 3.02 and 3.03. The Administrative Agent shall notifythe Lenders and the Borrower, on or before 1:00 p.m., New York City time, on the day following aIncremental Loan Extension Date of the effectiveness of an Incremental Term Advance and shallrecord in the Register all applicable additional information in respect of such Incremental TermAdvance.          (b) The Incremental Term Advance shall (i) not have a final maturity earlier thanthe Term Maturity Date, (ii) not have a weighted average life to maturity shorter than theremaining weighted average life to maturity of the Term Advance, (iii) if the Applicable Margin onsuch Incremental Term Advance exceeds by more than 25 basis points (the amount of such excess above25 basis points being referred to as the “Applicable Margin Differential”) the ApplicableMargin then in effect for any Term Advance, then the Applicable Margin then in effect for any TermAdvance shall automatically be increased by the Applicable Margin Differential, effective upon themaking of the Incremental Term Advance, (iv) share with the Term Advances, on a prorata basis, any mandatory or optional prepayments made by the Borrower, (v) have the sameGuaranty as, and be secured on a paripassu basis by the same Collateral securing,the Advances and (vi) have the same terms and conditions as the other Advances (except for anydifferences permitted hereby).          (e) Article III (CONDITIONS OF LENDING) of the Credit Agreement is hereby amended byinserting the following:     “Section 3.03. Conditions Precedent to Each Incremental Loan Extension. EachIncremental Term Advance shall not become effective prior to the satisfaction of all of thefollowing conditions precedent:          (a) The Administrative Agent shall have received on or prior to the Incremental Loan ExtensionDate each of the following, each dated as of such Incremental Loan Extension Date unless otherwiseindicated or agreed to by the Administrative Agent and each in form and substance satisfactory tothe Administrative Agent:               (i) written commitments duly executed by existing Lenders (or their Affiliates) or new Lendersin an aggregate amount equal to the amount of the proposed Incremental Term Advance (not to exceed,in the aggregate, the maximum amount set forth in Section 2.17) and, in the case of each such newLender, an assumption agreement in form and substance satisfactory to the Administrative Agent andduly executed by the Borrower, the Administrative Agent and such new Lender;               (ii) an amendment to this Agreement, effective as of such Incremental Loan Extension Date andexecuted by the Borrower and the Administrative Agent, to the extent necessary to implement termsand conditions of such Incremental Term Advance as agreed by the Borrower and the AdministrativeAgent;               (iii) certified copies of resolutions of the Board of Members (or equivalent governing body)of the Borrower and each Guarantor approving the consummation of such Incremental Term Advance andthe execution, delivery and performance of the corresponding amendments to this Agreement and theother documents to be executed in connection therewith;                    (1) a favorable opinion of counsel for the Borrower in form and substance reasonablysatisfactory to the Administrative Agent; and                    (2) such other documents as the Administrative Agent may reasonably request or asany Lender participating in such Incremental Term Loan may require as a condition to its commitmenttherein.
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               (iv) The Administrative Agent shall have received a certificate from a Responsible Officer ofthe Borrower, certifying that on the Incremental Loan Extension Date and immediately after givingeffect to the Incremental Term Advance, the Parent shall be in compliance with the financialcovenants contained in Article VII, in each case determined on a pro forma basis after givingeffect to such Incremental Term Advance, as of the last day of the most recently ended fiscalquarter of the Parent for which financial statements have been delivered to the AdministrativeAgent pursuant to Section 5.05, as applicable, in each case in form and substance and withsupporting documentation reasonably satisfactory to the Administrative Agent.               (v) There shall have been paid to the Administrative Agent, for the account of itself and theLenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel)due and payable on or before such Incremental Loan Extension Date.               (vi) The conditions precedent set forth in Section 3.02 shall have been satisfied both beforeand after giving effect to such Incremental Term Advance.               (vii) Such Incremental Term Advance shall have been made on the terms and conditions set forthin Section 2.17.”          (f) Section 7.01 (Debt Service Coverage Ratio) and Section 7.02(Leverage Ratio) of the Credit Agreement are hereby amended and restated in their entity asfollows:     “Section 7.01. Debt Service Coverage Ratio.’ The Parent shall maintain at theend of each Rolling Period a Debt Service Coverage Ratio of not less than (i) 2.25 to 1.00for the Rolling Period ending December 31, 2008 and (ii) 2.50 to 1.00 for each RollingPeriod thereafter.”     “Section 7.02. Leverage Ratio.’ The Parent shall not on any date permit theLeverage Ratio to exceed 5.75 to 1.00.”          3. Conditions to Effectiveness of this Amendment. This Amendment shallbecome effective as of the date (the “Amendment No. 1 Effective Date”) each of thefollowing conditions precedent shall have been satisfied:          (a) The Administrative Agent shall have received on or prior to the Amendment No. 1Effective Date each of the following, each dated the Amendment No. 1 Effective Date unlessotherwise indicated or agreed to by the Administrative Agent and in form and substance satisfactoryto the Administrative Agent:     (i) Lender Addendums in respect of the Amendment duly executed and deliveredby each of the Borrower, the Administrative Agent and the Required Lenders under the CreditAgreement;     (ii) the Borrower shall have acquired the Westin Atlanta Airport Hotel inaccordance with the terms of the Credit Agreement;     (iii) (A) a favorable written opinion of DeCampo, Diamond & Ash, specialcounsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonablyacceptable to the Administrative Agent and (B) such other legal opinions as theAdministrative Agent may reasonably request;     (iv) a certificate of the Secretary or an Assistant Secretary of the Parenton behalf of the Borrower certifying (A) the resolutions of the Board of Directors or themembers of the Parent and such other Persons approving and authorizing the execution,delivery and performance of this Amendment and the other documents required hereunder to beexecuted and delivered and (B) that there have been no changes in the organizationaldocuments of the Parent, the Borrower or any such other Persons previously delivered to theAdministrative Agent on the Effective Date (or if there has been such a change, attaching acertified copy thereof); and
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     (v) a certificate of the Parent’s chief financial officer as to the Solvencyof the Parent and its Subsidiaries after giving effect to the transactions contemplatedhereby.          (b) There shall have been paid to the Administrative Agent, for the account ofitself and the Lenders, as applicable, all fees and expenses (including reasonable fees andexpenses of counsel) due and payable on or before the Amendment No. 1 Effective Date.          4. Representations and Warranties. The Borrower hereby represents andwarrants 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 anddelivered by the Borrower and (iii) this Amendment is the legal, valid and binding obligation ofthe Borrower, enforceable against it in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affectingthe enforcement of creditors’ rights generally and by general equitable principles.          (b) After giving effect to this Amendment, each of the representations andwarranties made by any Loan Party in or pursuant to the Credit Documents is true and correct in allmaterial respects on and as of the date hereof, as if made on and as of such date, except to theextent such representations and warranties expressly relate to an earlier date, in which case suchrepresentations and warranties are true and correct in all material respects as of such earlierdate.          (c) After giving effect to this Amendment, no Default or Event of Default hasoccurred and is continuing as of the date hereof.          5. Affirmative Covenant.          (a) The Borrower hereby agrees that the Borrower shall deliver to the Administrative Agent allSecurity Documents, including a Mortgage, an Assignment of Lease and a Title Policy for the WestinAtlanta Airport Hotel, as are necessary for the Administrative Agent on behalf of the Lender tohave an Acceptable Lien on the Westin Atlanta Airport Hotel as and when required by the CreditAgreement.          (b) The Borrower hereby agrees that within thirty (30) days after the Amendment No. 1Effective Date, the Borrower shall take all necessary actions to properly characterize, foroff-site disposal by a licensed contractor in accordance with Environmental Law, the drums andcontainers of unknown materials identified and currently located at the Westin Atlanta AirportHotel.          6. Reaffirmation.          (a) Each Loan Party hereby consents to the execution, delivery and performance ofthis Amendment and agrees that each reference to the Credit Agreement in the Credit Documentsshall, on and after the Amendment No. 1 Effective Date, be deemed to be a reference to the CreditAgreement as amended by this Amendment.          (b) Each Loan Party acknowledges and agrees that, after giving effect to thisAmendment, the additional term loan and revolving credit facilities provided by this Amendmentshall be subject to the same rights and obligations as the original term loan and revolving creditfacilities provided by the Credit Agreement.          (c) Each Loan Party hereby acknowledges and agrees that, after giving effect to thisAmendment, all of its respective obligations and liabilities under the Credit Documents to which itis a party are reaffirmed, and remain in full force and effect.
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          7. Lender Participation. Subject to the terms and conditions set forth inthis Amendment, each Lender severally agrees to make a Second Term Advance to the Borrower on theAmendment No. 1 Effective Date, in an amount equal to the amount by which such Lender’s TermCommitment exceeds such Lender’s Initial Term Advance.          8. Notes. The Borrower agrees that, upon the request to the AdministrativeAgent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissorynote of the Borrower evidencing the additional Revolving Advance or Second Term Advance, as thecase may be, of such Lender, with appropriate insertions as to date and principal amount;provided, that delivery of Notes shall not be a condition precedent to the occurrence ofthe Amendment No. 1 Effective Date or the making of Advances.          9. Continuing Effect. Except as expressly set forth in this Amendment, allof the terms and provisions of the Credit Agreement are and shall remain in full force and effectand the Borrower shall continue to be bound by all of such terms and provisions. The Amendmentprovided for herein is limited to the specific provisions of the Credit Agreement specified hereinand shall not constitute an amendment of, or an indication of the Administrative Agent’s or theLenders’ willingness to amend or waive, any other provisions of the Credit Agreement or the samesections for any other date or purpose. This Amendment is a Credit Document.          10. Expenses. The Borrowers agree to pay and reimburse the AdministrativeAgent for all its reasonable out-of-pocket costs and expenses incurred in connection with thenegotiation, preparation, execution and delivery of this Amendment, and other documents prepared inconnection herewith, and the transactions contemplated hereby, including, without limitation,reasonable fees and disbursements and other charges of counsel to the Administrative Agent relatingto the Amendment.          11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED ANDENFORCED, AND ANY DISPUTE BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANYINDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIPESTABLISHED 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, WITHOUTLIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THECONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK; PROVIDED THAT THE PERFECTION OF THE LIENSOF THE ADMINISTRATIVE AGENT ON THE COLLATERAL AND THE EXERCISE OF REMEDIES AGAINST THE COLLATERALSHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE APPLICABLEJURISDICTION.          12. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties and separate counterparts, each of which when so executed anddelivered, shall be deemed an original, and all of which, when taken together, shall constitute oneand the same instrument. Delivery of an executed counterpart of a signature page to this Amendmentby facsimile or e-mail shall be effective as delivery of a manually executed counterpart of thisAmendment.          13. Integration. This Amendment, together with the other Credit Documents,incorporates all negotiations of the parties hereto with respect to the subject matter hereof andis the final expression and agreement of the parties hereto with respect to the subject matterhereof.          14. Severability. In case any provision in this Amendment shall be invalid,illegal or unenforceable, such provision shall be severable from the remainder of this Amendmentand the validity, legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby.          15. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANYRIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OROTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHEDAMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENTEXECUTED OR
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DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANYSUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY ANDTHAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURTAS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BYJURY.[Signature Pages Follow]
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          IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.           BORROWER:               INTERSTATE OPERATING COMPANY, LP,    a Delaware Limited partnership               By: Interstate Hotels & Resorts, Inc.,       its general partner               By: /s/ Christopher L. Bennett      Name:  Christopher L. Bennett      Title:  Executive Vice President  
 

 
      LEHMAN COMMERCIAL PAPER INC.,