2ND Amend. Sub. Unsecured Term Loan Agreement

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.


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, Socie9te9 Ge9ne9rale 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;" .

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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 partner By: Name: Title:


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

ADMINISTRATIVE AGENT; LEHMAN COMMERCIAL PAPER INC. By: Name: Title:


[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN AGREEMENT] LENDER: LEHMAN BROTHERS INC. By: Name: Title:


[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN AGREEMENT] GUARANTORS: BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC. a Delaware corporation By: Name: Title: MERISTAR MANAGEMENT (CANMORE) LTD. a British Columbia (Canada) corporation By: Name: Title: MERISTAR MANAGEMENT (VANCOUVER-METRTOWN) LTD. a British Columbia (Canada) corporation By: Name: Title: BRIDGESTREET CANADA, INC. an Ontario (Canada) corporation By: Name: Title: BRIDGESTREET ACCOMMODATIONS, LTD. Incorporated under the laws of England and Wales By: Name: Title:


[SIGNATURE PAGE OF FIRST AMENDMENT TO SUBORDINATE UNSECURED TERM LOAN AGREEMENT] BRIDGESTREET ACCOMMODATIONS LONDON LIMITED Incorporated under the laws of England and Wales By: ...