exv10w5w4



 



Exhibit 10.5.4



FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



     FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated
as of August 15, 2002 (the “Amendment Date”), between MERISTAR H & R OPERATING
COMPANY, L.P. (“Borrower”) and MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
(“Lender”).


RECITALS



     A.     Lender and Borrower are parties to that certain Revolving Credit
Agreement, dated as of August 3, 1998, as amended by Amendment to Revolving
Credit Agreement dated as of February 29, 2000, Second Amendment to Revolving
Credit Agreement, dated as of January 28, 2002 and Third Amendment to Revolving
Credit Agreement, dated as of July 31, 2002 (as so amended, the “Credit
Agreement”).


     B.     Borrower and Lender desire to amend the Credit Agreement in certain
respects.


     NOW, THEREFORE, Borrower and Lender agree as follows:


     1.     This Amendment shall become effective as of the Amendment Date if on or
prior to the close of business on August 30, 2002 (the “Termination Date”) the
following conditions precedent have been satisfied:



		
	 	        A. Lender shall have received counterparts of this Amendment
executed by the Borrower and the Guarantors.
	 
	 	        B. The representations and warranties contained in the Credit
Agreement shall be true and correct in all material respects both as of
the Amendment Date except for changes which individually or in the
aggregate do not constitute a Material Adverse Change.
	 
	 	        C. 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.
	 
	 	        D. The Senior Credit Agreement shall be amended (the “Senior Credit
Amendment”) to permit the matters contemplated by this Amendment.



     2.     From and after the Amendment Date, Section 4.08(a) of the Credit
Agreement is amended by adding at the end of such paragraph immediately prior
to the period the phrase “and (iii) the repurchase of the Parent’s currently
outstanding common stock as permitted by the provisions of Section 6.08”. From
and after the Amendment Date, Section 4.08(b) of the Credit Agreement is
amended by adding after the first use of the phrase “Margin Stock” the phrase
“(excluding the repurchase of the Parent’s currently outstanding common stock
as permitted by the provisions of Section 6.08)”.


     3. From and after the Amendment Date, Section 6.08 of the Credit Agreement
is amended by adding at the end of such paragraph the phrase “except for such
Restricted Payments as may be permitted by the Senior Credit Agreement
(including the repurchase of the Parent’s currently outstanding stock), in each
case to the extent and subject to the limitations and conditions set forth in
the Senior Credit Agreement as amended by the Senior Credit Amendment.”


 






 


     4.     Any defined terms used in this Amendment and not otherwise defined
shall have the meanings given to them in the Credit Agreement.


     5.     Each party hereto represents to the other parties hereto that such
party is authorized to execute this Amendment. In addition, Borrower and the
Guarantors represent and warrant to Lender that (a) the representations and
warranties contained in this Amendment and the Credit Agreement 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
Agreement or the Guaranty as of the Amendment Date.


     6.     As amended hereby, the Credit Agreement is ratified and shall remain in
full force and effect.


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.




	 	 	 
	MERISTAR H & R OPERATING COMPANY, L.P.

	 	 	 
	By:	 	
Interstate Hotels & Resorts, Inc., its general partner
	 	 	 
	By:	 	
____________________________________

Name:
Title:







	 	 	 
	MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

	 	 	 
	By:	 	
MeriStar Hospitality Corporation, its general partner
	 	 	 
	By:	 	
____________________________________

Name:
Title:




2






 



JOINDER, 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 Guaranty(the
“Guaranty”) executed by the Guarantors each dated July 31, 2002 remains 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 Joinder, Consent and Ratification is dated as of the date of the
Amendment.





	 	 	 
	INTERSTATE HOTELS & RESORTS, INC.
a Delaware corporation

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC.

a Delaware corporation

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	MERISTAR MANAGEMENT (CANMORE) LTD.

a British Columbia (Canada) corporation

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	MERISTAR MANAGEMENT (VANCOUVER-METROTOWN) LTD.

a British Columbia (Canada) corporation

	 	 	 
	By:	 	
____________________________________

Name:
Title:





3






 




	 	 	 
	BRIDGESTREET CANADA, INC.

an Ontario (Canada) corporation

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	BRIDGESTREET ACCOMMODATIONS, LTD.

Incorporated under the laws of England and Wales

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	BRIDGESTREET ACCOMMODATIONS

LONDON LIMITED

Incorporated under the laws of England and Wales

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	BRIDGESTREET WARDROBE PLACE LIMITED

Incorporated under the laws of England and Wales

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	LORYT(1) LIMITED

Incorporated under the laws of England and Wales

	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	APALACHEE BAY SAS

Incorporated under the laws of France

	 	 	 
	By:	 	
____________________________________

Name:
Title:




4






 




	 	 	 
	MERISTAR MANAGEMENT COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	MERISTAR AGH COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	CAPSTAR WINSTON COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	CAPSTAR BK COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	CAPSTAR KCII COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	CAPSTAR WYANDOTTE 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 PRESTON CENTER, L.L.C.

a Delaware limited liability company

	 	 	 
	MERISTAR HGI COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	MERISTAR STORRS COMPANY, L.L.C.

a Delaware limited liability company

	 	 	 
	By:	 	
MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its managing member
	 	 	 
	By:	 	
Interstate Hotels & Resorts, Inc.
a Delaware corporation, its general partner
	 	 	 
	By:	 	
____________________________________

Name:
Title:




5






 








	MERISTAR VACATIONS, L.L.C.

a Delaware limited liability company




	THE NETEFFECT STRATEGIC ALLIANCE, LLC

a Delaware limited liability company




	MERISTAR FLAGSTONE, LLC

a Delaware limited liability company




	 	 	 
	By:	 	
MeriStar H & R Operating Company, L.P.

a Delaware limited partnership, its managing member
	 	 	 
	By:	 	
Interstate Hotels & Resorts, Inc.

a Delaware corporation, its general partner
	 	 	 
	By:	 	
____________________________________

Name:
Title:







	BRIDGESTREET TEXAS, L.P.

a Delaware limited partnership




	 	 	 
	By:	 	
BridgeStreet Nevada, LLC

a Delaware limited liability company, its partner
	 	 	 
	By:	 	
BridgeStreet Corporate Housing Worldwide, Inc.

a Delaware corporation, its member
	 	 	 
	By:	 	
____________________________________

Name:
Title:
	 	 	 
	By:	 	
BridgeStreet Arizona, LLC

a Delaware limited liability company, its partner
	 	 	 
	By:	 	
BridgeStreet Corporate Housing Worldwide, Inc.

a Delaware corporation, its member
	 	 	 
	By:	 	
____________________________________

Name:
Title:







6






 








	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 ARIZONA, LLC

a Delaware limited liability company




	BRIDGESTREET NEVADA, 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 Delaware limited liability company



	 	 	 
	By:	 	
BridgeStreet Corporate Housing Worldwide, Inc.

a Delaware corporation, member
	 	 	 
	By:	 	
____________________________________

Name:
Title:






7






 






	INTERSTATE HOTELS COMPANY

a Delaware corporation




	INTERSTATE INVESTMENT CORPORATION

a Delaware corporation




	INTERSTATE PARTNER CORPORATION

a Delaware corporation




	INTERSTATE PROPERTY CORPORATION

a Delaware corporation




	INTERSTATE/KP HOLDING 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




	 	 	 
	By:	 	
____________________________________

Name:
Title:





	NORTHRIDGE INSURANCE COMPANY

a corporation organized under the laws of the Cayman Islands


	 	 	 
	By:	 	
____________________________________

Name:
Title:





8






 








	INTERSTATE PROPERTY PARTNERSHIP, L.P.

a Delaware limited partnership




	 	 	 
	By:	 	
Interstate Property Corporation

a Delaware corporation, its general partner






	 	 	 
	By:	 	
____________________________________

Name:
Title:






	INTERSTATE/DALLAS GP, L.L.C.

a Delaware limited liability company



	 	 	 
	By:	 	
Interstate Property Corporation

a Delaware corporation, its managing member




	 	 	 
	By:	 	
____________________________________

Name:
Title:







	INTERSTATE KISSIMMEE PARTNER, L.P.

a Delaware limited partnership



	 	 	 
	By:	 	
Interstate/KP Holding Corporation

a Delaware corporation, its general partner





	 	 	 
	By:	 	
____________________________________

Name:
Title:






	INTERSTATE HOTELS, LLC

a Delaware limited liability company



	 	 	 
	By:	 	
Northridge Holdings, Inc.

a Delaware corporation, its managing member




	 	 	 
	By:	 	
____________________________________

Name:
Title:







9






 








	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:	 	
____________________________________

Name:
Title:





	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:	 	
____________________________________

Name:
Title:




	HILLTOP EQUIPMENT LEASING COMPANY, L.P.

a Delaware limited partnership







	By:	 	
PAH-Hilltop GP, LLC

a Delaware limited liability company, its general partner
	 	 	 
	By:	 	
Interstate Hotels, LLC

a Delaware limited liability company, its sole member
	 	 	 
	By:	 	
Northridge Holdings, Inc.

a Delaware corporation, its managing member
	 	 	 
	By:	 	
____________________________________

Name:
Title:








10






 








	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 INTERNATIONAL DEVELOPMENT (UK), L.L.C.

a Delaware limited liability company




	IHC SERVICES COMPANY, L.L.C.

a Delaware limited liability company




	CROSSROADS HOSPITALITY TENANT COMPANY, L.L.C.

a Delaware limited liability company



	 	 	 
	By:	 	
Interstate Hotels, LLC

a Delaware limited liability company, their managing member
	 	 	 
	By:	 	
Northridge Holdings, Inc.

a Delaware corporation, its managing member
	 	 	 
	By:	 	
____________________________________

Name:
Title:








11