Exhibit 4.7 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 1999 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
RECITALSPurchase Agreement • June 5th, 1998 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
Exhibit 4.5 STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • May 7th, 1999 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
RECITALSRevolving Credit Agreement • August 7th, 2002 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Amendment No.4 to the Statement on Schedule 13D filed herewith (and any subsequent amendments thereto), relating to the common stock, par value $0.01 per share, of Interstate...Joint Filing Agreement • August 18th, 2004 • Interstate Hotels & Resorts Inc • Hotels & motels
The undersigned hereby agree that the Amendment No.4 to the Statement on Schedule 13D filed herewith (and any subsequent amendments thereto), relating to the common stock, par value $0.01 per share, of Interstate Hotels & Resorts, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT, effective as of November 1, 2001 by and between MERISTAR HOTELS & RESORTS, INC., a Delaware corporation (the "Company"), MERISTAR MANAGEMENT COMPANY, LLC, a Delaware limited...Executive Employment Agreement • March 8th, 2002 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
EXHIBIT 2.1 TERMINATION AGREEMENT --------------------- TERMINATION AGREEMENT, dated as of March 22, 2001 (this "AGREEMENT"), among MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"), American Skiing Company, a Delaware corporation...Termination Agreement • March 29th, 2001 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
ofLimited Partnership Agreement • May 7th, 1999 • Meristar Hotels & Resorts Inc • Hotels & motels
9,500,000 Shares Common Stock ($0.01 par value)Underwriting Agreement • November 19th, 2003 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
Exhibit 99.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement, dated as of August 17, 2004 (this "AGREEMENT"), by and between INTERSTATE HOTELS & RESORTS, INC., a Delaware corporation (the...Registration Rights Agreement • August 18th, 2004 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
W H E R E A SRights Agreement • December 12th, 2000 • Meristar Hotels & Resorts Inc • Hotels & motels
Exhibit 99.4 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of August 17, 2004, by and among the Stockholders (as defined below). W I T N E S S E T H: - - - - - - - - - - WHEREAS, CGLH Partners I LP, a Delaware limited...Stockholders' Agreement • August 18th, 2004 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
amongAgreement and Plan of Merger • December 12th, 2000 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
BY AND AMONGMerger Agreement • March 24th, 2000 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
RECITALS:Voting Agreement • December 12th, 2000 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT, effective as of November 1, 2001 by and between MERISTAR HOTELS & RESORTS, INC., a Delaware corporation (the "Company"), MERISTAR MANAGEMENT COMPANY, L.L.C., a Delaware...Executive Employment Agreement • May 15th, 2002 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
Exhibit 4.6 AMENDMENT TO STOCK PURCHASE AGREEMENT ------------------------------------- In accordance with Section 7.3 (relating to certain permitted amendments) of that certain Stock Purchase Agreement dated as of March 31, 1999 by and between the...Stock Purchase Agreement • May 7th, 1999 • Meristar Hotels & Resorts Inc • Hotels & motels
In accordance with Section 7.3 (relating to certain permitted amendments) of that certain Stock Purchase Agreement dated as of March 31, 1999 by and between the undersigned (the "Agreement"), Article 5 of such Agreement is hereby amended, without further action of the parties, to clarify that all of the management rights conferred upon the "Purchasers" in that Article shall be understood to have been conferred, ab initio, solely on Oak Hill Capital Partners, L.P. (which is one of the "Purchasers" under that Agreement); provided, that the determination of the "Consultation Period" pursuant to the first sentence of Section 5.1 of the Agreement shall continue to be made with reference to the "Shares" collectively owned by all of the "Purchasers."
TERM NOTETerm Note • March 8th, 2002 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
MERISTAR HOTELS & RESORTS, INC. UP TO 8,400,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS FOR SUCH SHARES DEALER MANAGER AGREEMENTDealer Manager Agreement • July 23rd, 1998 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
U.S. $75,000,000 REVOLVING CREDIT AGREEMENT Dated as of August 3, 1998Revolving Credit Agreement • March 22nd, 1999 • Meristar Hotels & Resorts Inc • Hotels & motels
ARTICLE I DefinitionsRegistration Rights Agreement • August 7th, 2002 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
EXHIBIT 10.3 ------------ U.S. $113,000,000 SENIOR SECURED CREDIT AGREEMENT DATED AS OF JULY 31, 2002Senior Secured Credit Agreement • August 7th, 2002 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of July 16, 2000, by and between, MERISTAR MANAGEMENT COMPANY, L.L.C, (the `Employer"), and THOMAS VINCENT (the "Executive"). Pursuant to a merger, MeriStar H&R Operating Company...Employment Agreement • March 8th, 2002 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
RECITALSIntercompany Agreement • April 2nd, 2001 • Meristar Hotels & Resorts Inc • Hotels & motels
RECITALSAmendment to Agreement and Plan of Merger • February 23rd, 2001 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
Exhibit 10.12.1 March 26, 2002 John Emery C/o MeriStar Hotels & Resorts, Inc. 8262 Private Lane Annandale, VA 22003 Re: Employment Agreement dated April 1, 2000 between MeriStar Hotels & Resorts, Inc. and MeriStar Management Company, LLC Dear John:...Employment Agreement • May 15th, 2002 • Meristar Hotels & Resorts Inc • Hotels & motels
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2007 • Interstate Hotels & Resorts Inc • Hotels & motels • Delaware
Exhibit 4.4 PREFERRED SHARE PURCHASE RIGHTS AGREEMENT Dated as of July 23, 1998Preferred Share Purchase Rights Agreement • July 23rd, 1998 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
U.S. $100,000,000 SENIOR SECURED CREDIT AGREEMENT Dated as of February 29, 2000Senior Secured Credit Agreement • March 15th, 2000 • Meristar Hotels & Resorts Inc • Hotels & motels • New York
FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT Dated as of July 10, 2009 Among INTERSTATE OPERATING COMPANY, LP, as the Borrower, BANK OF AMERICA, N.A., as the Administrative Agent, BANC OF AMERICA SECURITIES LLC as Sole Lead Arranger and...Senior Secured Credit Agreement • August 5th, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
THIS FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (as the same may be, from time to time, further amended, restated, supplemented or modified, this “Agreement”), dated as of July 10, 2009, is among INTERSTATE OPERATING COMPANY, LP, a Delaware limited partnership (the “Borrower”), BANK OF AMERICA, N.A. (the “Administrative Agent”) and the Lenders (as defined below).
DISTRIBUTION AND CONTRIBUTION AGREEMENT OF CGLH PARTNERS II LPDistribution and Contribution Agreement • August 18th, 2004 • Interstate Hotels & Resorts Inc • Hotels & motels • Delaware
AGREEMENT OF PURCHASE AND SALE between LEPERCQ ATLANTA RENAISSANCE PARTNERS, L.P., the SELLER and INTERSTATE ATLANTA AIRPORT, LLC, the BUYER Dated as of May 4, 2007 The Westin Atlanta Airport, City of College Park, GeorgiaPurchase and Sale Agreement • May 10th, 2007 • Interstate Hotels & Resorts Inc • Hotels & motels • Georgia
AGREEMENT OF PURCHASE AND SALE (this “Agreement”), made as of the 4th day of May, 2007 between LEPERCQ ATLANTA RENAISSANCE PARTNERS, L.P., a Delaware limited partnership (the “Seller”), and INTERSTATE ATLANTA AIRPORT, LLC, a Delaware limited liability company (the “Buyer”).
W H E R E A SRights Agreement • May 3rd, 2002 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
LOAN AGREEMENT Dated as of October 28, 2009 among INTERSTATE ATLANTA AIRPORT, LLC, as Borrower, PB CAPITAL CORPORATION, together with its successors and assigns, as Lenders, and PB CAPITAL CORPORATION, as Agent for LendersLoan Agreement • November 4th, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York
This LOAN AGREEMENT (this “Loan Agreement”) dated as of October 28, 2009, by and among INTERSTATE ATLANTA AIRPORT, LLC, a Delaware limited liability company, having an office at c/o Interstate Hotels & Resorts, 4501 North Fairfax Drive, Suite 500, Arlington, Virginia 22203 (“Borrower”), PB CAPITAL CORPORATION, a Delaware corporation, having an office at 230 Park Avenue, New York, New York 10169, in its capacity as agent for Lenders (together with its successors and assigns in such capacity as agent for Lenders, “Agent”), and the LENDERS party hereto from time to time (together with their successors and assigns in such capacity as a lender, including any Assignees (as hereinafter defined) hereunder, each a “Lender” and collectively “Lenders”).
RECITALS:Voting and Recapitalization Agreement • December 12th, 2000 • Meristar Hotels & Resorts Inc • Hotels & motels • Delaware
