1
Exhibit 24.1
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 and Kristi D. Bohling, and each of them, the true and lawful
attorneys-in-fact, 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, as the case may be, of Interstate Hotels Company, a
Pennsylvania corporation (the "Company"), one or more Registration Statements on
Form S-3 or any other appropriate form (collectively, the "Registration
Statement"), for the purpose of registering, under the Securities Act of 1933,
as amended, shares of common stock, shares of preferred stock, debt securities
or warrants to purchase common stock, preferred stock, debt securities, or a
combination thereof, of the Company, and to sign any or all amendments
(including post-effective amendments) to the Registration Statement, and to 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 each of them with or without the other, 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
attorney or attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Dated: July 24, 1997
/s/ W. THOMAS PARRINGTON, JR.
-----------------------------
W. Thomas Parrington, Jr.
2
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 and Kristi D. Bohling, and each of them, the true and lawful
attorneys-in-fact, 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, as the case may be, of Interstate Hotels Company, a
Pennsylvania corporation (the "Company"), one or more Registration Statements on
Form S-3 or any other appropriate form (collectively, the "Registration
Statement"), for the purpose of registering, under the Securities Act of 1933,
as amended, shares of common stock, shares of preferred stock, debt securities
or warrants to purchase common stock, preferred stock, debt securities, or a
combination thereof, of the Company, and to sign any or all amendments
(including post-effective amendments) to the Registration Statement, and to 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 each of them with or without the other, 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
attorney or attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Dated: July 24, 1997
/s/ J. WILLIAM RICHARDSON
-------------------------
J. William Richardson
3
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 and Kristi D. Bohling, and each of them, the true and lawful
attorneys-in-fact, 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, as the case may be, of Interstate Hotels Company, a
Pennsylvania corporation (the "Company"), one or more Registration Statements on
Form S-3 or any other appropriate form (collectively, the "Registration
Statement"), for the purpose of registering, under the Securities Act of 1933,
as amended, shares of common stock, shares of preferred stock, debt securities
or warrants to purchase common stock, preferred stock, debt securities, or a
combination thereof, of the Company, and to sign any or all amendments
(including post-effective amendments) to the Registration Statement, and to 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 each of them with or without the other, 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
attorney or attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Dated: July 24, 1997
/s/ MILTON FINE
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Milton Fine
4
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 and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact, 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, as the case may be, of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, under the Securities
Act of 1933, as amended, shares of common stock, shares of preferred stock, debt
securities or warrants to purchase common stock, preferred stock, debt
securities, or a combination thereof, of the Company, and to sign any or all
amendments (including post-effective amendments) to the Registration Statement,
and to 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 each of them with or without the other, 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 attorney or attorneys-in-fact or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: July 24, 1997
/s/ DAVID J. FINE
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David J. Fine
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 and Kristi D. Bohling, and each of them, true
and lawful attorney-in-fact, 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, as the case may be, of Interstate Hotels Company, a
Pennsylvania corporation (the "Company"), one or more Registration Statements on
Form S-3 or any other appropriate form (collectively, the "Registration
Statement"), for the purpose of registering, under the Securities Act of 1933,
as amended, shares of common stock, shares of preferred stock, debt securities
or warrants to purchase common stock, preferred stock, debt securities, or a
combination thereof, of the Company, and to sign any or all amendments
(including post-effective amendments) to the Registration Statement, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
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 attorney or his substitute may lawfully do or cause to
be done by virtue hereof.
Dated: July 24, 1997
/s/ R. MICHAEL MCCULLOUGH
-------------------------
R. Michael McCullough
6
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 and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact, 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, as the case may be, of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, under the Securities
Act of 1933, as amended, shares of common stock, shares of preferred stock, debt
securities or warrants to purchase common stock, preferred stock, debt
securities, or a combination thereof, of the Company, and to sign any or all
amendments (including post-effective amendments) to the Registration Statement,
and to 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 each of them with or without the other, 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 attorney or attorneys-in-fact or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: July 24, 1997
/s/ THOMAS J. SAYLAK
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Thomas J. Saylak
7
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 and Kristi D. Bohling, and each of them, the
true and lawful attorneys-in-fact, 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, as the case may be, of Interstate Hotels
Company, a Pennsylvania corporation (the "Company"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, under the Securities
Act of 1933, as amended, shares of common stock, shares of preferred stock, debt
securities or warrants to purchase common stock, preferred stock, debt
securities, or a combination thereof, of the Company, and to sign any or all
amendments (including post-effective amendments) to the Registration Statement,
and to 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 each of them with or without the other, 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 attorney or attorneys-in-fact or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: July 24, 1997
/s/ STEVEN J. SMITH
-------------------
Steven J. Smith