SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

     SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”), dated as of May 2, 2005 (the “Amendment Date”), is among INTERSTATE OPERATING COMPANY, L.P., a Delaware limited partnership, as the Borrower (“Borrower”); the Guarantors; and SOCIETE GENERALE, as Administrative Agent (the “Administrative Agent”) on behalf of the Lenders.

RECITALS:

     A.     The Borrower; the Administrative Agent; the Lenders and certain other parties are party to that certain Amended and Restated Senior Secured Credit Agreement dated as of January 14, 2005, as amended by First Amendment to Amended and Restated Senior Secured Credit Agreement dated as of February 4, 2005 (the “Original Credit Agreement”).

     B.     The parties hereto desire to amend the Original Credit Agreement and the other Credit Documents (as defined in the Original Credit Agreement) as hereinafter provided.

     NOW, THEREFORE, for and in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     All terms used in this Amendment, but not defined herein, shall have the meaning given such terms in the Original Credit Agreement.

     2.     This Amendment shall become effective as of the Amendment Date if on or prior to the close of business on May 15, 2005 (the “Termination Date”) the following conditions precedent have been satisfied:

a.

Documentation. The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower, the Guarantors and the Administrative Agent on behalf of the Lenders and (ii) a written consent to this Amendment from the Required Lenders, substantially in the form of Exhibit A.

b.

Representations and Warranties. The representations and warranties contained in this Amendment, and in each Credit Document shall be true and correct in all material respects both as of the Amendment Date and the date the other conditions to this Amendment’s effectiveness are satisfied except for changes which individually or in the aggregate do not constitute a Material Adverse Change.

c.

No Default. No Default or Event of Default shall exist as of either the Amendment Date or the date the other conditions to this Amendment’s effectiveness are satisfied.

If this Amendment does not become effective prior to the Termination Date, this Amendment shall be null and void; provided however that the Borrower shall still be obligated to reimburse the Administrative Agent for costs and expenses incurred in connection with this Amendment.

     3.     The term “Credit Agreement” as used in the Credit Documents, shall mean the Original Credit Agreement, as amended by this Amendment.

     4.     The following definition shall be added to the Credit Agreement in the correct alphabetical order:

      “Restricted Additional Indebtedness Period” means the portion of any period indicated in the following chart for which the Leverage Ratio exceeds the amount set forth in such chart for such period:

Beginning Date of Applicable Period		Ending Date of Applicable Period		Leverage Ratio
Closing Date		The day immediately prior to the Status Reset Date following the Fiscal Quarter ending March 31, 2005		3.75 to 1.00
The Status Reset Date following the Fiscal Quarter ending March 31, 2005		The day immediately prior to the Status Reset Date following the Fiscal Quarter ending December 31, 2005		3.50 to 1.00
The Status Reset Date following the Fiscal Quarter ending December 31, 2005		No ending date		3.00 to 1.00

     5.     Clause (ii) in paragraph (a) of the definition of “Repayment Event” is amended by adding the phrase “the incurrence of Permitted Non-Recourse Designated Entity Indebtedness, and, if no Restricted Additional Indebtedness Period exists or would result therefrom, then” at the beginning of such clause.

     6.     Clause (A) of Section 2.01(c)(i) is amended by adding the phrase “or Restricted Additional Indebtedness Period” after the word “Default” in such clause.

     7.     Section 7.02 of the Credit Agreement is deleted in its entirety and replaced with the following:

      Section 7.02 Leverage Ratio. The Parent shall not on any date permit the Leverage Ratio to exceed during the applicable period indicated in the following chart the amount set forth in such chart for such period:

Beginning Date of Applicable Period		Ending Date of Applicable Period		Leverage Ratio
Closing Date		The day immediately prior to the Status Reset Date following the Fiscal Quarter ending March 31, 2005		4.50 to 1.00
The Status Reset Date following the Fiscal Quarter ending March 31, 2005		The day immediately prior to the Status Reset Date following the Fiscal Quarter ending June 30, 2005		4.00 to 1.00
The Status Reset Date following the Fiscal Quarter ending June 30, 2005		The day immediately prior to the Status Reset Date following the Fiscal Quarter ending September 30, 2005		3.75 to 1.00
The Status Reset Date following the Fiscal Quarter ending September 30, 2005		The day immediately prior to the Status Reset Date following the Fiscal Quarter ending December 31, 2005		3.50 to 1.00
The Status Reset Date following the Fiscal Quarter ending December 31, 2005		No ending date		3.00 to 1.00

     8.     Societe Generale’s address under the Credit Documents in its capacity as the Administrative Agent, an Issuing Bank and a Lender is hereby changed to 1221 Avenue of the Americas, New York, New York 10020, Attention: Mr. Jerry Parisi.

     9.     Each party hereto represents to the other parties hereto and the Lenders that such party is authorized to execute this Amendment. In addition, the Borrower and the Guarantors represent and warrant to the Lenders and the Administrative Agent that (a) the representations and warranties contained in this Amendment, and in each Credit Document are true and correct in all material respects as of the Amendment Date except for changes which individually or in the aggregate do not constitute a Material Adverse Change, (b) no Default or Event of Default exists as of the Amendment Date except for any such Default or Event of Default as is expressly waived or eliminated by this Amendment, and (c) such Persons have no claims, offsets, or

counterclaims with respect to their respective obligations under the Credit Documents as of the Amendment Date.

     10.     This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute but one Amendment. Facsimile signatures will be deemed to be original signatures.

[SIGNATURE PAGE OF SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT]

EXECUTED as of the date first referenced above.

		BORROWER:
		INTERSTATE OPERATING COMPANY, L.P.
		By:		Interstate Hotels & Resorts, Inc., its general partner
				By:		/s/ Christopher L. Bennett
				Name:		Christopher L. Bennett
				Title:		Senior Vice President and General Counsel

[SIGNATURE PAGE OF SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT]

		SOCIÉTÉ GÉNÉRALE, individually as a Lender and as Administrative Agent and the Bank
		By:		/s/ Jerry Parisi
		Name:		Jerry Parisi
		Title:		MANAGING DIRECTOR

[SIGNATURE PAGE OF SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT]

CONSENT AND RATIFICATION

     The Guarantors join in and consent to the terms and provisions of the attached Amendment and agree that the Amended and Restated Security Agreement, the Environmental Indemnification Agreement and the Amended and Restated Guaranty and Contribution Agreement (the “Guaranty”) to which each of the Guarantors is a party each dated January 14, 2005 remain in full force and effect, and further that the Guaranteed Obligations (as defined in the Guaranty) include the additional obligations of the Borrower under the attached Amendment.

     This Consent and Ratification is dated as of the date of the Amendment.

		GUARANTORS:
		INTERSTATE HOTELS & RESORTS, INC. a Delaware corporation
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Senior Vice President and General Counsel

		BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC. a Delaware corporation
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Secretary
		MERISTAR MANAGEMENT (CANMORE) LTD. a British Columbia (Canada) corporation
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Secretary
		MERISTAR MANAGEMENT (VANCOUVER-METRTOWT) LTD. a British Columbia (Canada) corporation
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Secretary
		BRIDGESTREET ACCOMMODATIONS, LTD. Incorporated under the laws of England and Wales
		By:		/s/ Christopher L Bennett
		Name:		Christopher L. Bennett
		Title:		Director

		BRIDGESTREET ACCOMMODATION LONDON LIMITED Incorporated under the laws of England and Wales
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Director
		BRIDGESTREET WARDROBE PLACE LIMITED Incorporated under the laws of England and Wales
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Director
		LORYT(1) LIMITED Incorporated under the laws of England and Wales
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Director
		APALACHEE BAY SAS Incorporated under the laws of France
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Secretary

		MERISTAR MANAGEMENT COMPANY, L.L.C. a Delaware limited liability company
		MERISTAR AGH COMPANY, L.L.C. a Delaware limited liability company
		CAPSTAR ST. LOUIS COMPANY, L.L.C. a Delaware limited liability company
		MERISTAR LAUNDRY, L.L.C. a Delaware limited liability company
		MERISTAR STORRS COMPANY, L.L.C. a Delaware limited liability company
		THE NETEFFECT STRATEGIC ALLIANCE, LLC a Delaware limited liability company
		INTERSTATE NHF, LLC a Delaware limited liability company
		By:		Interstate Operating Company, L.P. a Delaware limited partnership, its managing member
				By:		Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner
						By:		/s/ Christopher L. Bennett
						Name:		Christopher L. Bennett
						Title:		Senior Vice President and General Counsel

		BRIDGESTREET MARYLAND, LLC a Delaware limited liability company
		BRIDGESTREET MINNEAPOLIS, LLC a Delaware limited liability company
		BRIDGESTREET MIDWEST, LLC a Delaware limited liability company
		BRIDGESTREET SOUTHWEST, LLC a Delaware limited liability company
		BRIDGESTREET OHIO, LLC a Delaware limited liability company
		BRIDGESTREET CALIFORNIA, LLC a Delaware limited liability company
		BRIDGESTREET COLORADO, LLC a Delaware limited liability company
		BRIDGESTREET NORTH CAROLINA, LLC a Delaware limited liability company
		BRIDGESTREET RALEIGH, LLC a North Carolina limited liability company
		By:		Interstate Operating Company, L.P. a Delaware limited partnership, their sole member
				By:		Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner
						By:		/s/ Christopher L. Bennett
						Name:		Christopher L. Bennett
						Title:		Senior Vice President and General Counsel

		INTERSTATE HOTELS COMPANY a Delaware corporation
		INTERSTATE INVESTMENT CORPORATION a Delaware corporation
		INTERSTATE PARTNER CORPORATION a Delaware corporation
		INTERSTATE PROPERTY CORPORATION a Delaware corporation
		NORTHRIDGE HOLDINGS, INC. a Delaware corporation
		IHC HOLDINGS, INC. a Delaware corporation
		INTERSTATE MEMBER INC. a Delaware corporation
		CROSSROADS HOSPITALITY MANAGEMENT COMPANY a Delaware corporation
		COLONY HOTELS AND RESORTS COMPANY a Delaware corporation
		SUNSTONE HOTEL PROPERTIES, INC. a Colorado corporation
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Secretary
		NORTHRIDGE INSURANCE COMPANY a corporation organized under the laws of the Cayman Islands
		By:		/s/ Christopher L. Bennett
		Name:		Christopher L. Bennett
		Title:		Director

		INTERSTATE PROPERTY PARTNERSHIP, L.P. a Delaware limited partnership
		By:		Interstate Property Corporation a Delaware corporation, its general partner
				By:		/s/ Christopher L. Bennett
				Name:		Christopher L. Bennett
				Title:		Senior Vice President and General Counsel
		INTERSTATE/DALLAS GP, L.L.C. a Delaware limited liability company
		By:		Interstate Property Corporation a Delaware corporation, its managing member
				By:		/s/ Christopher L. Bennett
				Name:		Christopher L. Bennett
				Title:		Senior Vice President and General Counsel

		INTERSTATE PITTSBURGH HOLDINGS, L.L.C. a Delaware limited liability company
		INTERSTATE MANCHESTER COMPANY, L.L.C. a Delaware limited liability company
		By:		Interstate Property Partnership, L.P. a Delaware limited liability company, their sole member
				By:		Interstate Property Corporation a Delaware corporation, its general partner
						By:		/s/ Christopher L. Bennett
						Name:		Christopher L. Bennett
						Title:		Senior Vice President and General Counsel

		INTERSTATE HOUSTON PARTNER, L.P. a Delaware limited partnership
		INTERSTATE/DALLAS PARTNERSHIP, L.P. a Delaware limited partnership
		By:		Interstate Property Corporation a Delaware corporation, their general partner
				By:		/s/ Christopher L. Bennett
				Name:		Christopher L. Bennett
				Title:		Senior Vice President and General Counsel
		INTERSTATE HOTELS, LLC a Delaware limited liability company
		By:		Northridge Holdings, Inc. a Delaware corporation, its managing member
				By:		/s/ Christopher L. Bennett
				Name:		Christopher L. Bennett
				Title:		Secretary

		CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C. a Delaware limited liability company
		IHC MOSCOW SERVICES, L.L.C. a Delaware limited liability company
		PAH-HILLTOP GP, LLC a Delaware limited liability company
		PAH-CAMBRIDGE HOLDINGS, LLC a Delaware limited liability company
		CROSSROADS HOSPITALITY COMPANY, L.L.C. a Delaware limited liability company
		IHC MOSCOW SERVICES, LLC a Delaware limited liability company
		IHC SERVICES COMPANY, L.L.C. a Delaware limited liability company
		By:		Interstate Hotels, LLC a Delaware limited liability company, their managing member
				By:		Northiidge Holdings, Inc. a Delaware corporation, its managing member
						By:		/s/ Christopher L. Bennett
						Name:		Christopher L. Bennett
						Title:		Secretary