0000950133-05-001081 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 16th, 2005 • Interstate Hotels & Resorts Inc • Hotels & motels • Delaware
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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2005 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

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 “Company”), on the one hand, and LB INTERSTATE GP LLC, a Delaware limited liability company, LB INTERSTATE LP LLC, a Delaware limited liability company (“LB LP”), and KFP/LB IHR II, LP, a Delaware limited partnership; KA/LB IHR II, LP, a Delaware limited partnership; CG Ventures/LB IHR II, LP, a Delaware limited partnership; SMW/LB IHR II, LP, a Delaware limited partnership; DEL/LB IHR II, LP, a Delaware limited partnership; and PS/LB IHR II, LP, a Delaware limited partnership, (each a “Shareholder” and collectively the “Shareholders”), on the other hand.

FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT
Secured Credit Agreement • March 16th, 2005 • Interstate Hotels & Resorts Inc • Hotels & motels

FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Amendment”), dated as of February 4, 2005 (the “Amendment Date”), is among INTERSTATE OPERATING COMPANY, L.P., a Delaware limited partnership, as the Borrower (“Borrower”); the Guarantors; SOCIETE GENERALE, as Administrative Agent (the “Administrative Agent”); and the Lenders a party hereto.

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