##### 



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 partnerBy:
        
        BridgeStreet Corporate Housing Worldwide, Inc.
a Delaware corporation, its memberBy:
        
        ____________________________________
Name:Title:By:
        
        BridgeStreet Arizona, LLC
a Delaware limited liability company, its partnerBy:
        
        BridgeStreet Corporate Housing Worldwide, Inc.
a Delaware corporation, its memberBy:
        
        ____________________________________
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, memberBy:
        
        ____________________________________
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 memberBy:
        
        Interstate Property Corporation
a Delaware corporation, its general partnerBy:
        
        ____________________________________
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 partnerBy:
        
        ____________________________________
Name:Title:  HILLTOP EQUIPMENT LEASING COMPANY, L.P.
a Delaware limited partnership  By:
        
        PAH-Hilltop GP, LLC
a Delaware limited liability company, its general partnerBy:
        
        Interstate Hotels, LLC
a Delaware limited liability company, its sole memberBy:
        
        Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:
        
        ____________________________________
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 memberBy:
        
        Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:
        
        ____________________________________
Name:Title:


11