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                                                                   Exhibit 4.2.6

                          FIFTH SUPPLEMENTAL INDENTURE

                This "Supplemental Indenture," dated as of February 7, 2002,
between the subsidiary of MeriStar Hospitality Corporation, a Maryland
corporation (the "Company"), indicated as a signatory hereto (the "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 Guarantor to execute
and deliver to the Trustee a supplemental indenture pursuant to which the
Guarantor 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 Guarantor 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 Guarantor hereby agrees, jointly
and severally with all other guarantors under the Indenture, 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 Guarantor hereunder shall be
junior and subordinated to the Senior Debt of such Guarantor 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
Guarantor, as such, shall have any liability for any obligations of the Company
or any other guarantor under the Notes, any guarantees under the Indenture, 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 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.

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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.

                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.

                                   GUARANTOR:

                                   MERISTAR HOSPITALITY FINANCE CORP. III
                                   a Delaware corporation



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

                                   TRUSTEE:

                                   THE BANK OF NEW YORK,
                                   as Trustee



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