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, 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;”.

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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:

Name:

Title:

BRIDGESTREET WARDROBE PLACE LIMITED
Incorporated under the laws of England and Wales

By:

Name:

Title:

LORYT(1) LIMITED
Incorporated under the laws of England and Wales

By:

Name:

Title:

APALACHEE BAY SAS
Incorporated under the laws of France

By:

Name:

Title:

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

INTERSTATE 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
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:
		Name:
		Title:

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

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:	MeriStar H & R Operating Company, L.P. a Delaware limited partnership, their sole member
	By:	Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner
		By:
		Name:
		Title:

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

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

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

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:

Name:

Title:

NORTHRIDGE INSURANCE COMPANY
a corporation organized under the laws of the Cayman Islands

By:

Name:

Title:

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

INTERSTATE PROPERTY PARTNERSHIP, L.P. a Delaware limited partnership
By:	Interstate Property Corporation a Delaware corporation, its general partner
	By:
	Name:
	Title:
INTERSTATE/DALLAS GP, L.L.C. a Delaware limited liability company
By:	Interstate Property Corporation a Delaware corporation, its managing member
	By:
	Name:
	Title:
INTERSTATE KISSIMMEE PARTNER, L.P. a Delaware limited partnership
By:	Interstate/KP Holding Corporation a Delaware corporation, its general partner
	By:
	Name:
	Title:

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

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:
		Name:
		Title:
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:
	Name:
	Title:
INTERSTATE HOTELS, LLC a Delaware limited liability company
By:	Northridge Holdings, Inc. a Delaware corporation, its managing member
	By:
	Name:
	Title:

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

CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C. 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:
		Name:
		Title:

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

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:
			Name:
			Title:

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

IHC/MOSCOW CORPORATION a Delaware corporation
By:
Name:	Christopher L. Bennett
Title:	Senior Vice President and Secretary
FUTURE FINANCING MEMBER CORPORATION a Delaware corporation
By:
Name:	Christopher L. Bennett
Title:	Senior Vice President and Secretary
CROSSROADS/MEMPHIS FINANCING CORPORATION a Delaware corporation
By:
Name:	Christopher L. Bennett
Title:	Senior Vice President and Secretary
CROSSROADS/MEMPHIS FINANCING II CORPORATION a Delaware corporation
By:
Name:	Christopher L. Bennett
Title:	Senior Vice President and Secretary

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

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

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

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

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

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

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

CROSSROADS/MEMPHIS PARTNERSHIP, L.P. a Delaware limited partnership
By:	Crossroads/Memphis Company, L.L.C. a Delaware limited liability company, its general partner
	By:	Interstate Member, Inc. a Delaware corporation, its member
		By:
		Name:	Christopher L. Bennett
		Title:	Senior Vice President and Secretary
	By:	Crossroads Hospitality Company, L.L.C. a Delaware limited liability company, its member
		By:	Interstate Member, Inc. a Delaware corporation, its member
			By:
			Name:	Christopher L. Bennett
			Title:	Senior Vice President and Secretary
		By:	Interstate Hotels, LLC a Delaware limited liability company, its member
			By:	Northridge Holdings, Inc. a Delaware corporation, its managing member
				By:
				Name:	Christopher L. Bennett
				Title:	Senior Vice President and Secretary

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

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

EXHIBIT A

Third amendment to Senior Secured Credit Agreement

[To be attached]