<PAGE>

                                                                   Exhibit 4.4.2

                          SECOND SUPPLEMENTAL INDENTURE

                  This "Supplemental Indenture," dated as of December 19, 2001,
among each of the subsidiaries of MeriStar Hospitality Corporation, a Maryland
corporation (the "Company"), indicated as signatories hereto (collectively, the
"Guarantors" and each, a "Guarantor") and The Bank of New York (as successor to
IBJ Whitehall Bank & Trust Company), as trustee under the indenture referred to
below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (as amended and supplemented, the "Indenture"), dated
as of March 18, 1999 providing for the issuance of up to an aggregate principal
amount of $55,000,000 of 8-3/4% Senior Subordinated Notes due 2007 (the
"Notes");

                  WHEREAS, Section 4.15 of the Indenture provides that under
certain circumstances the Company is required to cause the Guarantors to execute
and deliver to the Trustee a supplemental indenture pursuant to which the
Guarantors shall unconditionally guarantee all of the Company's Obligations
under the Notes pursuant to a Guarantee on the terms and conditions set forth
herein; and

                  WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:

                   1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                   2. AGREEMENT TO GUARANTEE. The Guarantors hereby agree,
jointly and severally with all other Guarantors, to guarantee the Company's
obligations under the Notes on the terms and subject to the conditions set forth
in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture. The obligations of the Guarantors hereunder shall
be junior and subordinated to the Senior Debt of such Guarantors in the manner
and to the extent set forth in Article 11 of the Indenture.

                  3.  NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, shareholder or agent of the
Guarantors, as such, shall have any liability for any obligations of the Company
or any Guarantors under the Notes, any Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder



<PAGE>

of the Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. Such
waiver or release may not be effective to waive or release liabilities under the
federal securities laws.

                   4. NEW YORK LAW TO GOVERN. The internal law of the State of
New York shall govern and be used to construe this Supplemental Indenture.

                   5. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                   6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.





<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.


                    GUARANTORS:

                    MERISTAR HOSPITALITY FINANCE CORP. II,
                    a Delaware corporation

                    By: /s/ Christopher L. Bennett
                        -------------------------------------------------
                        Christopher L. Bennett
                        Senior Vice President and
                        General Counsel

                    MT. ARLINGTON NEW JERSEY LLC,
                    a Delaware limited liability company


                    By:   AGH UPREIT LLC,
                          a Delaware limited liability company, its managing
                          member

                          By:  MeriStar Hospitality Operating Partnership, L.P.,
                               a Delaware limited partnership, its member

                               By:   MeriStar Hospitality Corporation,
                                     a Maryland corporation, its general partner


                                     By: /s/ Christopher L. Bennett
                                         --------------------------------
                                         Christopher L. Bennett
                                         Senior Vice President and
                                         General Counsel

<PAGE>

                455 MEADOWLANDS ASSOCIATES, LTD.,
                A Texas limited partnership

                By:  AGH Secaucus LLC,
                     a Delaware limited liability company, its general partner

                     By:   MeriStar Hospitality Operating Partnership, L.P.,
                           a Delaware limited partnership, its managing member

                             By:    MeriStar Hospitality Corporation,
                                    a Maryland corporation, its general partner


                                    By:  /s/ Christopher L. Bennett
                                         ------------------------------------
                                         Christopher L. Bennett
                                         Senior Vice President and
                                         General Counsel

                AGH SECAUCUS LLC,
                a Delaware limited liability company

                By:     MeriStar Hospitality Operating Partnership, L.P.,
                        a Delaware limited partnership, its managing member

                        By:     MeriStar Hospitality Corporation,
                                a Maryland corporation, its general partner

                                By: /s/ Christopher L. Bennett
                                    -----------------------------------------
                                    Christopher L. Bennett
                                    Senior Vice President and
                                    General Counsel

<PAGE>

                           TRUSTEE:

                           THE BANK OF NEW YORK,
                           as Trustee


                           By: /s/ Ming J. Shiang
                               -----------------------------------------------
                                Name: Ming J. Shiang
                                Title: Vice President