0000912057-02-018178 Sample Contracts

Re: Amendment No. 2 to Rights Agreement
Rights Agreement • May 2nd, 2002 • Interstate Hotels Corp • Hotels & motels • Maryland

Pursuant to Section 27 of the Shareholder Rights Agreement (as amended, the "Rights Agreement"), dated as of July 8, 1999, between Interstate Hotels Corporation (the "Company"), and American Stock Transfer and Trust Company, as rights agent, as amended on August 28, 2000, the Company, by resolution adopted by its Board of Directors, hereby amends the Rights Agreement as follows:

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