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Exhibit 10.6.2

SECOND AMENDMENT TO
SUBORDINATE UNSECURED TERM LOAN AGREEMENT

THIS SECOND AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN AGREEMENT (this
Amendment), dated as of October 22, 2003 (the Amendment Date), is among
INTERSTATE OPERATING COMPANY, L.P. (fka MeriStar H & R Operating Company,
L.P.), a Delaware limited partnership, as the Borrower (Borrower); the
Guarantors; LEHMAN COMMERCIAL PAPER, INC., as the Administrative Agent
(Administrative Agent); LEHMAN BROTHERS, INC., as Sole Lead Arranger and Book
Runner (Lead Arranger); LEHMAN BROTHERS, INC., as Lender (Lehman); and the
Lenders a party hereto.

RECITALS:

A. The Borrower, the Administrative Agent, Lehman and the Lenders are
party to that certain Subordinate Unsecured Term Loan Agreement dated as of
January 10, 2003, as amended by that certain First Amendment to Subordinate
Unsecured Term Loan Agreement dated as of July 31, 2003 ( as amended, the
Original Loan Agreement).

B. The parties hereto desire to amend the Original Loan Agreement and the
other Credit Documents (as defined in the Original Loan Agreement) as
hereinafter provided.

NOW, THEREFORE, for and in consideration of the covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1. All terms used in this Amendment, but not defined herein, shall have
the meaning given such terms in the Original Loan Agreement.

2. This Amendment shall become effective as of the Amendment Date if on or
prior to the close of business on October 22, 2003 (the Termination Date) the
following conditions precedent have been satisfied:



| | a. |  | Documentation. The Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower, the
Guarantors and the Required Lenders.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | Representations and Warranties. The representations and
warranties contained in this Amendment, and in each Credit Document
shall be true and correct in all
material respects both as of the Amendment Date and the date the
other conditions to this Amendments effectiveness are satisfied
except for changes which individually or in the aggregate do not
constitute a Material Adverse Change.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | c. |  | No Default. 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. |  | Senior Credit Facility. The Administrative Agent shall have
received counterparts of the Fourth Amendment to the Senior Secured
Credit Agreement in the form attached hereto as Exhibit A with
respect to the Senior Credit Facility, fully executed by Borrower,
Senior Guarantors, Société Générale as Administrative Agent, and the
Required Lenders (as defined in the Senior Credit Facility).
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If this Amendment does not become effective prior to the Termination Date, this
Amendment shall be null and void; provided however that the Borrower shall
still be obligated to reimburse Administrative Agent for costs and expenses
incurred in connection with this Amendment.

3. The term Loan Agreement as used in the Credit Documents, shall mean
the Original Loan Agreement, as amended by this Amendment.

4. The definition of Responsible Officer is amended by adding the phrase
Chairman of the Board, immediately before the phrase Chief Executive
Officer.

5. From and after the Amendment Date, Section 8.01(l) of the Original
Credit Agreement is amended and restated in its entirety as follows:

"(l) Change in Ownership or Management. Any of the following occur
without the written consent of the Required Lenders: (i) a Change
in Control occurs for either the Parent or the Borrower; (ii) the
Parent and any wholly-owned Subsidiary of the Parent collectively
owns less than 70% of the legal or beneficial interest in the
Borrower; (iii) unless a Specified Change of Control Event shall
have occurred, the Parent and MHC shall cease to have the same
individual serving as the Chairman of the Board of their respective
Boards of Directors, and, within 120 days following such occurrence
for any reason, another person acceptable to the Required Lenders
in their sole discretion is not employed as the Chairman of the
Board of both respective Boards of Directors;.

-2-



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6. Each party hereto represents to the other parties hereto that such
party is authorized to execute this Amendment. In addition, the Borrower and
the Guarantors represent and warrant to the Lenders and the Administrative
Agent that (a) the representations and warranties contained in this Amendment,
and in each Credit Document 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 Documents as of the Amendment Date.

7. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.

8. Borrower shall pay all costs and expenses of Lender in connection with
this Modification, including without limitation, the fees and disbursements of
Lenders counsel.

9. This Modification may not be modified, amended, waived, changed or
terminated orally, but only by an agreement in writing signed by the party
against whom the enforcement of the modification, amendment, waiver, change or
termination is sought.

10. This Modification shall be binding upon and inure to the benefit of
Borrower, Indemnitor, Lender, and all future holders of the Secured Note and
their respective successors and assigns..

11. If any term, covenant or condition of this Modification shall be held
to be invalid, illegal or unenforceable in any respect, this Modification shall
be construed without such provision.

12. This Modification shall be governed by and construed in accordance
with the laws of the State of New York and the applicable laws of the United
States of America.



| | NO FURTHER TEXT ON THIS PAGE
| | ----------------------------

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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM
LOAN AGREEMENT]

EXECUTED as of the date first referenced above.

BORROWER:INTERSTATE OPERATING COMPANY, L.P.By:
    
    Interstate Hotels & Resorts,
Inc., its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

ADMINISTRATIVE AGENT;

LEHMAN
COMMERCIAL PAPER INC.By:Name:
Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

LENDER:LEHMAN
BROTHERS INC.By:Name:
Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

GUARANTORS:BRIDGESTREET CORPORATE HOUSING
WORLDWIDE, INC.
a Delaware corporationBy:Name:Title:MERISTAR MANAGEMENT (CANMORE) LTD.
a British Columbia (Canada) corporationBy:Name:Title:MERISTAR MANAGEMENT
(VANCOUVER-METRTOWN) LTD.
a British Columbia (Canada) corporationBy:Name:Title:BRIDGESTREET CANADA, INC.
an Ontario (Canada) corporationBy:Name:Title:BRIDGESTREET ACCOMMODATIONS, LTD.
Incorporated under the laws of England and WalesBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

BRIDGESTREET ACCOMMODATIONS
LONDON LIMITED
Incorporated under the laws of England and WalesBy:Name:Title:BRIDGESTREET WARDROBE PLACE LIMITED
Incorporated under the laws of England and WalesBy:Name:Title:LORYT(1) LIMITED
Incorporated under the laws of England and WalesBy:Name:Title:APALACHEE BAY SAS
Incorporated under the laws of FranceBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

INTERSTATE MANAGEMENT COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR AGH COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR WINSTON COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR BK COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR KCII COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR WYANDOTTE COMPANY, L.L.C.
a Delaware limited liability companyCAPSTAR ST. LOUIS COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR LAUNDRY, L.L.C.
a Delaware limited liability companyMERISTAR PRESTON CENTER, L.L.C.
a Delaware limited liability companyMERISTAR HGI COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR STORRS COMPANY, L.L.C.
a Delaware limited liability companyMERISTAR VACATIONS, L.L.C.
a Delaware limited liability companyTHE
NETEFFECT STRATEGIC ALLIANCE, LLC
a Delaware limited liability companyMERISTAR FLAGSTONE, LLC
a Delaware limited liability companyBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its managing memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

BRIDGESTREET MARYLAND, LLC
a Delaware limited liability companyBRIDGESTREET MINNEAPOLIS, LLC
a Delaware limited liability companyBRIDGESTREET MIDWEST, LLC
a Delaware limited liability companyBRIDGESTREET ARIZONA, LLC
a Delaware limited liability companyBRIDGESTREET NEVADA, LLC
a Delaware limited liability companyBRIDGESTREET SOUTHWEST, LLC
a Delaware limited liability companyBRIDGESTREET OHIO, LLC
a Delaware limited liability companyBRIDGESTREET CALIFORNIA, LLC
a Delaware limited liability companyBRIDGESTREET COLORADO, LLC
a Delaware limited liability companyBRIDGESTREET NORTH CAROLINA, LLC
a Delaware limited liability companyBRIDGESTREET RALEIGH, LLC
a Delaware limited liability companyBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, their sole memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

BRIDGESTREET TEXAS, L.P.
a Delaware limited partnershipBy:
    
    BridgeStreet Nevada, LLC
a Delaware limited liability company, its partnerBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its memberBy:
    

Interstate Hotels & Resorts, Inc.
a Delaware corporation, its
general partnerBy:Name:Title:By:
    
    BridgeStreet Arizona, LLC
a Delaware limited liability company, its partnerBy:
    
    MeriStar H & R Operating Company, L.P.
a Delaware limited partnership, its memberBy:
    
    Interstate Hotels & Resorts, Inc.
a Delaware corporation, its
general partnerBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

INTERSTATE HOTELS COMPANY
a Delaware corporationINTERSTATE INVESTMENT CORPORATION
a Delaware corporationINTERSTATE PARTNER CORPORATION
a Delaware corporationINTERSTATE PROPERTY CORPORATION
a Delaware corporationINTERSTATE/KP HOLDING CORPORATION
a Delaware corporationNORTHRIDGE HOLDINGS, INC.
a Delaware corporationIHC HOLDINGS, INC.
a Delaware corporationINTERSTATE MEMBER INC.
a Delaware corporationCROSSROADS HOSPITALITY MANAGEMENT COMPANY
a Delaware corporationCOLONY HOTELS AND RESORTS COMPANY
a Delaware corporationBy:Name:Title:NORTHRIDGE INSURANCE COMPANY
a corporation organized under the laws of the Cayman IslandsBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

INTERSTATE PROPERTY PARTNERSHIP, L.P.
a Delaware limited partnershipBy:
    
    Interstate Property Corporation
a Delaware corporation, its general partnerBy:Name:Title:INTERSTATE/DALLAS GP, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Property Corporation
a Delaware corporation, its managing memberBy:Name:Title:INTERSTATE KISSIMMEE PARTNER, L.P.
a Delaware limited partnershipBy:
    
    Interstate/KP Holding Corporation
a Delaware corporation, its general partnerBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

INTERSTATE PITTSBURGH HOLDINGS, L.L.C.
a Delaware limited liability companyINTERSTATE MANCHESTER COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    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 partnershipINTERSTATE/DALLAS PARTNERSHIP, L.P.
a Delaware limited partnershipBy:
    
    Interstate Property Corporation
a Delaware corporation, their general partnerBy:Name:Title:INTERSTATE HOTELS, LLC
a Delaware limited liability companyBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C.
a Delaware limited liability companyIHC MOSCOW SERVICES, L.L.C.
a Delaware limited liability companyPAH-HILLTOP GP, LLC
a Delaware limited liability companyPAH-CAMBRIDGE HOLDINGS, LLC
a Delaware limited liability companyCROSSROADS HOSPITALITY COMPANY, L.L.C.
a Delaware limited liability companyIHC INTERNATIONAL DEVELOPMENT (UK), L.L.C.
a Delaware limited liability companyIHC SERVICES COMPANY, L.L.C.
a Delaware limited liability companyCROSSROADS HOSPITALITY TENANT COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, their
managing memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:Title:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

HILLTOP EQUIPMENT LEASING COMPANY, L.P.
a Delaware limited partnershipBy:
    
    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:






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

IHC/MOSCOW CORPORATION
a Delaware corporationBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryFUTURE FINANCING MEMBER CORPORATION
a Delaware corporationBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryCROSSROADS/MEMPHIS FINANCING CORPORATION
a Delaware corporationBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryCROSSROADS/MEMPHIS FINANCING II CORPORATION
a Delaware corporationBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

CROSSROADS FUTURE COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

CROSSROADS FUTURE FINANCING COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Crossroads Future Company, L.L.C.
a Delaware limited liability company, its sole memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

CROSSROADS/MEMPHIS COMPANY, L.L.C.
a Delaware limited liability companyBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

CROSSROADS/MEMPHIS PARTNERSHIP, L.P.
a Delaware limited partnershipBy:
    
    Crossroads/Memphis Company, L.L.C.
a Delaware limited liability company, its general partnerBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN
AGREEMENT]

CROSSROADS/MEMPHIS FINANCING COMPANY, L.L.C.
a Delaware limited liability companyCROSSROADS/MEMPHIS FINANCING COMPANY II, L.L.C.
a Delaware limited liability companyBy:
    
    Crossroads/Memphis Partnership, L.P.
a Delaware limited partnership, their sole memberBy:
    
    Crossroads/Memphis Company, L.L.C.
A Delaware limited liability company, its general partnerBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Crossroads Hospitality Company, L.L.C.
a Delaware limited liability company, its memberBy:
    
    Interstate Member, Inc.
a Delaware corporation, its memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and SecretaryBy:
    
    Interstate Hotels, LLC
a Delaware limited liability company, its memberBy:
    
    Northridge Holdings, Inc.
a Delaware corporation, its
managing memberBy:Name:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and Secretary






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EXHIBIT A

Third amendment to Senior Secured Credit Agreement

[To be attached]