1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, on behalf of
Interstate Hotels Company, a Pennsylvania corporation (the "Company"), hereby
constitutes and appoints Robert A. Profusek, David J. Lowery and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in- fact and agents,
with full power of substitution and resubstitution, for the Company to sign on
the Company's behalf a Registration Statement on Form S-1 (and any abbreviated
registration statement relating thereto permitted pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Securities Act")), for the purpose
of registering under the Securities Act shares of Common Stock, par value $0.01
per share, of the Company, and to sign any and all amendments to such
Registration Statement (and any such abbreviated registration statement) and
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
INTERSTATE HOTELS COMPANY
By: /s/ MILTON FINE
----------------------
Milton Fine,
Chairman of the Board
Dated: November 4, 1996
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz, Robert A. Profusek, David J. Lowery and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), a Registration Statement
on Form S-1 (and any abbreviated registration statement relating thereto
permitted pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act")), for the purpose of registering under the Securities
Act shares of Common Stock, par value $0.01 per share, of the Company, and to
sign any and all amendments to such Registration Statement (and any such
abbreviated registration statement) and file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ MICHAEL J. ARANSON
---------------------------
Michael J. Aranson
Dated: November 4, 1996
3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz, Robert A. Profusek, David J. Lowery and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director of Interstate Hotels
Company, Pennsylvania corporation (the "Company"), a Registration Statement on
Form S-1 (and any abbreviated registration statement relating thereto permitted
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act")), for the purpose of registering under the Securities Act
shares of Common Stock, par value $0.01 per share, of the Company, and to sign
any and all amendments to such Registration Statement (and any such abbreviated
registration statement) and file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ DAVID J. FINE
----------------------
David J. Fine
Dated: November 4, 1996
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints W. Thomas Parrington, Jr., J. William Richardson,
Marvin I. Droz, Robert A. Profusek, David J. Lowery and Kristi D. Bohling, and
each of them, the true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
to sign on his behalf, as a director or officer, or both, of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), a Registration Statement
on Form S-1 (and any abbreviated registration statement relating thereto
permitted pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act")), for the purpose of registering under the Securities
Act shares of Common Stock, par value $0.01 per share, of the Company, and to
sign any and all amendments to such Registration Statement (and any such
abbreviated registration statement) and file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ MILTON FINE
--------------------
Milton Fine
Dated: November 4, 1996
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz, Robert A. Profusek, David J. Lowery and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), a Registration Statement
on Form S-1 (and any abbreviated registration statement relating thereto
permitted pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act")), for the purpose of registering under the Securities
Act shares of Common Stock, par value $0.01 per share, of the Company, and to
sign any and all amendments to such Registration Statement (and any such
abbreviated registration statement) and file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ R. MICHAEL MCCULLOUGH
------------------------------
R. Michael McCullough
Dated: November 4, 1996
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, J. William Richardson, Marvin I. Droz,
Robert A. Profusek, David J. Lowery and Kristi D. Bohling, and each of them,
the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), a Registration Statement
on Form S-1 (and any abbreviated registration statement relating thereto
permitted pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act")), for the purpose of registering under the Securities
Act shares of Common Stock, par value $0.01 per share, of the Company, and to
sign any and all amendments to such Registration Statement (and any such
abbreviated registration statement) and file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in- fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ W. THOMAS PARRINGTON, JR.
----------------------------------
W. Thomas Parrington, Jr.
Dated: November 4, 1996
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., Marvin I.
Droz, Robert A. Profusek, David J. Lowery and Kristi D. Bohling, and each of
them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as an officer of Interstate Hotels Company, a Pennsylvania
corporation (the "Company"), a Registration Statement on Form S-1 (and any
abbreviated registration statement relating thereto permitted pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act")),
for the purpose of registering under the Securities Act shares of Common Stock,
par value $0.01 per share, of the Company, and to sign any and all amendments
to such Registration Statement (and any such abbreviated registration
statement) and file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ J. WILLIAM RICHARDSON
------------------------------
J. William Richardson
Dated: November 4, 1996
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., Marvin I.
Droz, Robert A. Profusek, David J. Lowery and Kristi D. Bohling, and each of
them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as an officer of Interstate Hotels Company, a Pennsylvania
corporation (the "Company"), a Registration Statement on Form S-1 (and any
abbreviated registration statement relating thereto permitted pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act")),
for the purpose of registering under the Securities Act shares of Common Stock,
par value $0.01 per share, of the Company, and to sign any and all amendments
to such Registration Statement (and any such abbreviated registration
statement) and file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ THOMAS J. SAYLAK
------------------------------
Thomas J. Saylak
Dated: November 4, 1996
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz, Robert A. Profusek, David J. Lowery and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), a Registration Statement
on Form S-1 (and any abbreviated registration statement relating thereto
permitted pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act")), for the purpose of registering under the Securities
Act shares of Common Stock, par value $0.01 per share, of the Company, and to
sign any and all amendments to such Registration Statement (and any such
abbreviated registration statement) and file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ STEVEN J. SMITH
------------------------
Steven J. Smith
Dated: November 4, 1996