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                                                                   Exhibit 4.2.5


                          FOURTH 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 Schroder
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 August
19, 1997 providing for the issuance of up to an aggregate principal amount of
$200,000,000 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



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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.





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                  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

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                 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

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                                    TRUSTEE:

                                    THE BANK OF NEW YORK,

                                    as Trustee

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