0000950133-09-000929 Sample Contracts

WAIVER
Waiver • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

WAIVER, dated as of April 9, 2008 (this “Waiver”), by and among INTERSTATE OPERATING COMPANY, LP, a Delaware limited partnership (the “Borrower”), LEHMAN COMMERCIAL PAPER INC. (the “Administrative Agent”), and the Lenders party hereto to the Credit Agreement (as defined below).

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LOAN AGREEMENT Dated as of October 17, 2006 Between INTERSTATE ARLINGTON, LP, as Borrower and UBS REAL ESTATE SECURITIES INC., as Lender
Loan Agreement • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

THIS LOAN AGREEMENT, dated as of October 17, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (“Lender”) and INTERSTATE ARLINGTON, LP, a Delaware limited partnership having an address c/o Interstate Hotels & Resorts, Inc., 4501 North Fairfax Drive, Arlington, Virginia 22203 (“Borrower”).

WAIVER NO. 2 AND AMENDMENT NO. 3
Senior Secured Credit Agreement • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

WAIVER NO. 2 AND AMENDMENT NO. 3, dated as of March 30, 2009 (this “Amendment”), by and among INTERSTATE OPERATING COMPANY, LP, a Delaware limited partnership (the “Borrower”), LEHMAN COMMERCIAL PAPER INC. (the “Administrative Agent”), and the Lenders party hereto to the Credit Agreement (as defined below).

LOAN AGREEMENT Dated as of February 8, 2007 Between INTERSTATE WESTCHASE, LP, as Borrower and UBS REAL ESTATE SECURITIES INC., as Lender
Loan Agreement • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

THIS LOAN AGREEMENT, dated as of February 8, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (“Lender”) and INTERSTATE WESTCHASE, LP, a Delaware limited partnership having an address c/o Interstate Hotels & Resorts, Inc., 4501 North Fairfax Drive, Arlington, Virginia 22203 (“Borrower”).

FIRST AMENDMENT TO LOAN AGREEMENT Dated as of December 26, 2007 By and Between INTERSTATE ARLINGTON, LP, as Borrower, and UBS REAL ESTATE SECURITIES INC., as Lender
Loan Agreement • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

THIS AMENDMENT TO LOAN AGREEMENT, dated as of December 26th, 2007 this “Amendment”), by and between the INTERSTATE ARLINGTON, LP, a Delaware limited partnership (“Borrower”), having its address at c/o Interstate Hotels & Resorts, Inc., 4501 North Fairfax Drive, Arlington, Virginia 22203 and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address 1285 Avenue of the Americas, New York, Nsew York 10019 (“Lender”).

FIRST AMENDMENT TO LOAN AGREEMENT Dated as of December 26, 2007 By and Between INTERSTATE WESTCHASE, LP, as Borrower, and UBS REAL ESTATE SECURITIES INC., as Lender
Loan Agreement • March 31st, 2009 • Interstate Hotels & Resorts Inc • Hotels & motels • New York

THIS AMENDMENT TO LOAN AGREEMENT, dated as of December 26th, 2007 this “Amendment”), by and between the INTERSTATE WESTCHASE, LP, a Delaware limited partnership (“Borrower”), having its address at c/o Interstate Hotels & Resorts, Inc., 4501 North Fairfax Drive, Arlington, Virginia 22203 and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address 1285 Avenue of the Americas, New York, New York 10019 (“Lender”).

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