exv10w19w4



 



Exhibit 10.19.4



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


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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:         /s/   John Emery



Name:    John Emery

Title:   President and COO

	 
	MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
	 
	By:      MeriStar Hospitality Corporation, its general partner
	 
	By:      /s/    John Emery



Name:  John Emery

Title: President and COO





 






 



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:  /s/ John Emery



Name:   John Emery

Title:  President and COO

	 
	BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC.

a Delaware corporation
	 
	By:      /s/ John Emery



Name:        John Emery


Title:       President and COO


	 
	MERISTAR MANAGEMENT (CANMORE) LTD.

a British Columbia (Canada) corporation
	 
	By:      /s/ John Emery



Name:        John Emery

Title:       President and COO


	 
	MERISTAR MANAGEMENT (VANCOUVER-METROTOWN) LTD.

a British Columbia (Canada) corporation
	 
	By:   /s/ John Emery



Name:     John Emery

Title:    President and COO





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	BRIDGESTREET CANADA, INC.

an Ontario (Canada) corporation
	 
	By:      /s/ John Emery



Name:  John Emery

Title: President and COO

	 
	BRIDGESTREET ACCOMMODATIONS, LTD.

Incorporated under the laws of England and Wales
	 
	By:      /s/ John Emery



Name:    John Emery

Title:   President and COO

	 
	BRIDGESTREET ACCOMMODATIONS

LONDON LIMITED

Incorporated under the laws of England and Wales
	 
	By:      /s/ John Emery



Name:    John Emery

Title:   President and COO

	 
	BRIDGESTREET WARDROBE PLACE LIMITED

Incorporated under the laws of England and Wales
	 
	By:      /s/ John Emery



Name:    John Emery

Title:   President and COO


	 
	LORYT(1) LIMITED

Incorporated under the laws of England and Wales
	 
	By:      /s/ John Emery



Name:    John Emery

Title:   President and COO


	 
	APALACHEE BAY SAS

Incorporated under the laws of France
	 
	By:      /s/ John Emery



Name:    John Emery

Title:   President and COO





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	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:      /s/ John Emery



Name:    John Emery

Title:   President and COO





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	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:      /s/   John Emery



Name:  John Emery

Title: President and COO

	 
	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:    /s/ John Emery



Name:   John Emery

Title:  President and COO

	 
	By:      BridgeStreet Arizona, LLC

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

a Delaware corporation, its member
	 
	By:      /s/ John Emery



Name:     John Emery

Title:    President and COO





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	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:      /s/ John Emery



Name:  John Emery

Title: President and COO





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	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:      /s/   John Emery



Name:  John Emery

Title: President and COO

	 
	NORTHRIDGE INSURANCE COMPANY

a corporation organized under the laws of the Cayman Islands
	 
	By:      /s/     John Emery



Name:   John Emery

Title:  President and COO





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	INTERSTATE PROPERTY PARTNERSHIP, L.P.

a Delaware limited partnership
	 
	By:      Interstate Property Corporation

a Delaware corporation, its general partner
	 
	By:      /s/   John Emery



Name:     John Emery

Title:    President and COO

	 
	INTERSTATE/DALLAS GP, L.L.C.

a Delaware limited liability company
	 
	By:      Interstate Property Corporation

a Delaware corporation, its managing member
	 
	By:      /s/   John Emery



Name:   John Emery

Title:  President and COO

	 
	INTERSTATE KISSIMMEE PARTNER, L.P.

a Delaware limited partnership
	 
	By:      Interstate/KP Holding Corporation

a Delaware corporation, its general partner
	 
	By:      /s/   John Emery



Name:  John Emery

Title: President and COO

	 
	INTERSTATE HOTELS, LLC

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

a Delaware corporation, its managing member
	 
	By:      /s/   John Emery



Name:   John Emery

Title:  President and COO





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	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/   John Emery



Name:     John Emery

Title:    President and COO

	 
	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/   John Emery



Name:     John Emery

Title:    President and COO

	 
	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:      /s/   John Emery



Name:   John Emery

Title:  President and COO

	 
	CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C.




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	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:      /s/   John Emery



Name:    John Emery

Title:   President and COO





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