##### 



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                   

11