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                                                                     Exhibit 4.7


                             OFFICERS' CERTIFICATE

     We, Paul W. Whetsell, President, Chief Executive Officer and Chairman of
the Board, and John Emery, Chief Financial Officer, of CapStar Hotel Company
(the "Company"), pursuant to authority granted to the undersigned by the Board
of Directors of the Company, hereby establish the terms of the Company's 4.75%
Convertible Subordinated Notes due 2004 (the "Notes"), and pursuant to Section
3.1 of the Indenture dated as of October 16, 1997 between the Company and First
Trust of New York, National Association, as Trustee (the "Indenture"), hereby
certify as follows with respect to the Notes (unless otherwise defined herein,
capitalized terms shall have the meanings set forth in the Indenture):

     1.   The title of the Notes shall be "4.75% Convertible Subordinated Notes
          due 2004." The Notes constitute a series of Securities as defined in
          the Indenture. The Notes shall be issuable in fully registered form
          only in denominations of $1,000 or any integral multiple thereof.

     2.   The maximum aggregate principal amount of Notes that may be
          authenticated and delivered under the Indenture shall be $150,000,000
          (or $172,500,000 if the over-allotment option (the "Over-Allotment
          Option") set forth in the Underwriting Agreement dated October 9, 1997
          by and between the Company and Lehman Brothers, Inc., BT Alex. Brown
          Incorporated, Goldman, Sachs & Co., Merrill Lynch & Co., NationsBanc
          Montgomery Securities, Inc., and Smith Barney Inc. (the
          "Representatives") is exercised)(except for Notes authenticated and
          delivered upon registration of transfer of, or in exchange for, other
          Notes pursuant to Section 3.4, 3.5 or 3.6 of the Indenture).

     3.   The principal amount of the Notes shall be payable on October 15,
          2004, subject to the provisions of the Indenture.

     4.   Interest on the Notes will accrue from October 16, 1997. The Notes
          will bear interest at a rate of 4.75% per annum, payable semi-annually
          on April 15 and October 15, commencing on April 15, 1998, to holders
          of record at the close of business on the preceding April 1 and
          October 1, respectively, except (i) that the interest payment upon
          redemption (unless the date of redemption is an interest payment date)
          will be payable to the Person to whom principal is payable and (ii) as
          set forth in the next succeeding sentence. In the case of any Note (or
          portion thereof) which is converted into Common Stock during the
          period from (but excluding) a record date to (but excluding) the next
          succeeding interest payment date either (i) if such Note (or portion
          thereof) has been called for redemption on a date of redemption which
          occurs during such period, or is to be redeemed in connection with a
          Change in Control on a Change in Control Purchase Date (as defined in
          the Form of Note) which occurs during such period, the Company shall
          not be required to pay interest on such interest payment date in
          respect of any such Note (or portion thereof) or (ii) if otherwise,
          any Note (or portion thereof) submitted for conversion during such
          period shall be accompanied by funds equal to the interest payable on
          such succeeding interest payment date on the aggregate principal
          amount so converted. Interest may, at the Company's option, be paid in
          U.S. Dollars either (i) by check mailed to the address of the Person
          entitled thereto as it appears in the Note register or (ii) by
          transfer to an account maintained by such Person located in the United
          States; provided, however, that payments to The Depository Trust
          Company, New York, New York ("DTC") will be made by wire transfer of
          immediately available funds to the
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     account of DTC or its nominee. Interest will be computed on the basis
     of a 360-day year composed of twelve 30-day months.

5.   The Notes are subject to a right of conversion, as set forth herein:

     Section 5.1.  Right to Convert. Subject to and upon compliance with the
     provisions of the Indenture, the holder of any Note shall have the right,
     at his or her option, at any time after ninety (90) days following the date
     of original issuance of the Notes (without taking into account any exercise
     of the Over-Allotment Option), and prior to the close of business on
     October 15, 2004 (except that, with respect to any Note or portion of a
     Note which shall be called for redemption, such right shall terminate,
     except as provided in Section 5.2, at the close of business on the Business
     Day next preceding the date fixed for redemption of such Note or portion of
     a Note unless the Company shall default in payment due upon redemption
     thereof) to convert the principal amount at maturity of any such Note, or
     any portion of such principal amount at maturity which is $1,000 or an
     integral multiple thereof, into that number of fully paid and non-
     assessable shares of Common Stock (as such shares shall then be
     constituted) obtained by dividing the principal amount at maturity of the
     Note or portion thereof surrendered for conversion by $1,000 and
     multiplying the result so obtained by the Conversion Rate in effect at such
     time, by surrender of the Note so to be converted in whole or in part in
     the manner provided, together with any required funds, in Section 5.2. A
     holder of Notes is not entitled to any rights of a holder of Common Stock
     until such holder has converted his Notes to Common Stock, and only to the
     extent such Notes are deemed to have been converted to Common Stock under
     this Section 5.

     Section 5.2.  Exercise of Conversion Privilege; Issuance of Common Stock on
     Conversion; No Adjustment for Interest or Dividends. In order to exercise
     the conversion privilege with respect to any Note in certificated form, the
     holder of any such Note to be converted in whole or in part shall surrender
     such Note, duly endorsed, at an office or agency maintained by the Company
     pursuant to the Indenture, accompanied by the funds, if any, required by
     the penultimate paragraph of this Section 5.2, and shall give written
     notice of conversion in the form provided on the Notes (or such other
     notice which is acceptable to the Company) to the office or agency through
     which the holder elects to convert such Note or the portion thereof
     specified in said notice. Such notice shall also state the name or names
     (with address or addresses) in which the certificate or certificates for
     shares of Common Stock which shall be issuable on such conversion shall be
     issued, and shall be accompanied by transfer taxes, if required pursuant to
     Section 5.7. Each such Note surrendered for conversion shall, unless the
     shares issuable on conversion are to be issued in the same name as the
     registration of such Note, be duly endorsed by, or be accompanied by
     instruments of transfer in form satisfactory to the Company duly executed
     by, the holder or his duly authorized attorney.

     In order to exercise the conversion privilege with respect to any interest
     in a Note in global form, the beneficial holder must complete the
     appropriate instruction form for conversion pursuant to the Depository's
     book-entry conversion program, deliver by book-entry delivery an interest
     in such Note in global form, furnish appropriate endorsements and transfer
     documents if required by the Company or the Trustee or conversion agent,
     and pay the funds, if any, required by this Section 5.2 and any transfer
     taxes if required pursuant to Section 5.7.

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    As promptly as practicable after satisfaction of the requirements for
    conversion set forth above, subject to compliance with any restrictions on
    transfer if shares issuable on conversion are to be issued in a name other
    than that of the Noteholder (as if such transfer were a transfer of the Note
    or Notes (or portion thereof) so converted), the Company shall issue and
    shall deliver to such holder at the office or agency maintained by the
    Company for such purpose pursuant to the Indenture, a certificate or
    certificates for the number of full shares of Common Stock issuable upon
    such conversion of such Note or portion thereof in accordance with the
    provisions of this Section 5 and a check or cash in respect of any
    fractional interest in respect of a share of Common Stock arising upon such
    conversion, as provided in Section 5.3. In case any Note of a denomination
    greater than $1,000 shall be surrendered for partial conversion, and subject
    to Section 1, the Company shall execute and the Trustee shall authenticate
    and deliver to the holder of the Note so surrendered, without charge to him,
    a new Note or Notes in authorized denominations in an aggregate principal
    amount equal to the unconverted portion of the surrendered Note.

    Each conversion shall be deemed to have been effected as to any such Note
    (or portion thereof) on the date on which the requirements set forth above
    in this Section 5.2 have been satisfied as to such Note (or portion
    thereof), and the person in whose name any certificate or certificates for
    shares of Common Stock shall be issuable upon such conversion shall be
    deemed to have become on said date the holder of record of the shares
    represented thereby; provided, however, that any such surrender on any date
    when the stock transfer books of the Company shall be closed shall
    constitute the person in whose name the certificates are to be issued as the
    record holder thereof for all purposes on the next succeeding day on which
    such stock transfer books are open, but such conversion shall be at the
    Conversion Rate in effect on the date upon which such Note shall be
    surrendered.

    Except as described in this Section 5.2, holders of the Notes will not be
    entitled to any payment or adjustment on account of accrued and unpaid
    interest upon conversion of the Notes. The Company's delivery of the fixed
    number of shares of Common Stock into which the Notes are convertible will
    be deemed to satisfy the Company's obligation to pay the principal amount at
    maturity of the Notes and all accrued interest that has not previously been
    (or is not simultaneously being) paid. The Common Stock is treated as issued
    first in payment of accrued interest and then in payment of principal.

    Any Note or portion thereof surrendered for conversion during the period
    from the close of business on the record date for any interest payment date
    to the close of business on the Business Day next preceding the following
    interest payment date shall (unless such Note or portion thereof being
    converted shall have been called for redemption during the period from the
    close of business on such record date to the close of business on the
    Business Day next preceding the following interest payment date) be
    accompanied by payment, in New York Clearing House funds or other funds
    acceptable to the Company, of an amount equal to the interest otherwise
    payable on such interest payment date on the principal amount being
    converted; provided, however, that no such payment need be made if there
    shall exist at the time of conversion a default in the payment of interest
    on the Notes. Except as provided above in this Section 5.2, no payment or
    other adjustment shall be made for interest accrued on any Note converted or
    for dividends on any shares issued upon the conversion of such Note as
    provided in this Section 5.

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    Upon the conversion of an interest in a Note in global form, the Trustee, or
    the Custodian at the direction of the Trustee, shall make a notation on such
    Note in global form as to the reduction in the principal amount at maturity
    represented thereby.

    Section 5.3.  Cash Payments in lieu of Fractional Shares. No fractional
    shares of Common Stock or scrip representing fractional shares shall be
    issued upon conversion of Notes. If more than one Note shall be surrendered
    for conversion at one time by the same holder, the number of full shares
    which shall be issuable upon conversion shall be computed on the basis of
    the aggregate principal amount at maturity of the Notes (or specified
    portions thereof to the extent permitted hereby) so surrendered. If any
    fractional share of stock would be issuable upon the conversion of any Note
    or Notes, the Company shall make an adjustment and payment therefor in cash
    at the current market value thereof to the holder of Notes. The current
    market value of a share of Common Stock shall be the Closing Price on the
    first Business Day immediately preceding the day on which the Notes (or
    specified portions thereof) are deemed to have been converted.

    Section 5.4.  Conversion Rate. The conversion rate shall be as specified in
    the form of Note (herein called the "Conversion Rate") attached hereto,
    subject to adjustment as provided in this Section 5.

    Section 5.5.  Adjustment of Conversion Rate. The Conversion Rate shall be
    adjusted from time to time by the Company as follows:

       (a)  In case the Company shall pay a dividend or make a distribution, in
    shares of its Common Stock, on its Common Stock, the Conversion Rate in
    effect at the opening of business on the date following the date fixed for
    the determination of stockholders entitled to receive such dividend or other
    distribution shall be increased by multiplying such Conversion Rate by a
    fraction of which the denominator shall be the number of shares of Common
    Stock outstanding at the close of business on the date fixed for such
    determination and the numerator shall be the sum of such number of shares
    and the total number of shares constituting such dividend or other
    distribution, such increase to become effective immediately after the
    opening of business on the day following the date fixed for such
    determination. The Company will not pay any dividend or make any
    distribution on shares of Common Stock held in the treasury of the Company.
    If any dividend or distribution of the type described in this Section 5.5(a)
    is declared but is not so paid or made and not required to be so paid or
    made, the Conversion Rate shall again be adjusted to the Conversion Rate
    which would then be in effect if such dividend or distribution had not been
    declared.

       (b)  In case the Company shall issue rights or warrants to all holders of
    its Common Stock entitling them (for a period expiring within 45 days after
    the date fixed for determination of stockholders entitled to receive such
    rights or warrants) to subscribe for or purchase Common Stock at a price per
    share less than the Current Market Price per share of Common Stock (as
    defined in Section 5.5(g) below) at the record date for the determination of
    stockholders

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    entitled to receive such rights or warrants, the Conversion Rate in effect
    immediately prior thereto shall be adjusted so that the same shall equal the
    rate determined by multiplying the Conversion Rate in effect immediately
    prior to the date fixed for determination of stockholders entitled to
    receive such rights or warrants by a fraction the denominator of which shall
    be the number of shares of Common Stock outstanding at the close of business
    on the date fixed for determination of stockholders entitled to receive such
    rights or warrants plus the number of shares which the aggregate offering
    price of the total number of shares so offered would purchase at such
    Current Market Price and the numerator of which shall be the number of
    shares of Common Stock outstanding on the date fixed for determination of
    stockholders entitled to receive such rights or warrants plus the number of
    additional shares of Common Stock offered for subscription or purchase. Such
    adjustment shall be made successively whenever any such rights or warrants
    are issued, and shall become effective immediately after the opening of
    business on the day following the record date for the determination of the
    stockholders entitled to receive such rights or warrants. In determining
    whether any rights or warrants entitle the holders to subscribe for or
    purchase shares of Common Stock at less than such Current Market Price, and
    in determining the aggregate offering price of such shares of Common Stock,
    there shall be taken into account any consideration received by the Company
    for such rights or warrants, the value of such consideration, if other than
    cash, to be determined by the Board of Directors. To the extent that shares
    of Common Stock are not delivered or required to be delivered after the
    expiration of such rights or warrants, the Conversion Rate shall be
    readjusted to the Conversion Rate which would then be in effect had the
    adjustments made upon the issuance of such rights or warrants been made on
    the basis of delivery of only the number of shares of Common Stock actually
    delivered. If such rights or warrants are not so issued and not required to
    be so issued, the Conversion Rate shall again be adjusted to be the
    Conversion Rate which would then be in effect if such record date for the
    determination of stockholders entitled to receive such rights or warrants
    had not been fixed.

       (c)  In case outstanding shares of Common Stock shall be subdivided into
    a greater number of shares of Common Stock, the Conversion Rate in effect at
    the opening of business on the day following the day upon which such
    subdivision becomes effective shall be proportionately increased, and
    conversely, in case outstanding shares of Common Stock shall be combined
    into a smaller number of shares of Common Stock, the Conversion Rate in
    effect at the opening of business on the day following the day upon which
    such combination becomes effective shall be proportionately reduced, such
    reduction or increase, as the case may be, to become effective immediately
    after the opening of business on the day following the day upon which such
    subdivision or combination becomes effective.

       (d)  In case the Company shall distribute to all holders of its Common
    Stock shares of any class of capital stock of the Company (other than Common
    Stock) or evidences of its indebtedness or assets (excluding cash dividends
    or other distributions to the extent paid from retained earnings of the
    Company) or rights or warrants to subscribe for or purchase any of its
    securities (excluding those referred to in Section 5.5(b) above) (any of the
    foregoing hereinafter in this Section 5.5(d) called the "Distributed
    Securities"), then in each such case the Conversion Rate shall be adjusted
    so that the same shall equal the rate determined by multiplying the
    Conversion Rate in effect on the record date with respect to such
    distribution by a fraction of which the denominator shall be the Current
    Market Price per share of the Common

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<PAGE>

    Stock on such record date less the fair market value on such record date (as
    determined by the Board of Directors of the Company, whose determination
    shall be conclusive, and described in a certificate filed with the Trustee)
    of the Distributed Securities applicable to one share of Common Stock and
    the numerator of which shall be the Current Market Price per share of the
    Common Stock on the record date for the determination of shareholders
    entitled to receive such distribution; such adjustment shall become
    effective immediately prior to the opening of business on the day following
    such record date. Notwithstanding the foregoing, in the event the then fair
    market value (as so determined) of the portion of the Distributed Securities
    applicable to one share of Common Stock is equal to or greater than the
    Current Market Price of the Common Stock on the relevant record date, in
    lieu of the foregoing adjustment, adequate provision shall be made so that
    each Noteholder shall have the right to receive upon conversion the amount
    of Distributed Securities such holder would have received had such holder
    converted each Note on such record date. In the event that such distribution
    is not so paid or made, the Conversion Rate shall again be adjusted to the
    Conversion Rate which would then be in effect if such distribution had not
    been declared. If the Board of Directors determines the fair market value of
    any distribution for purposes of this subsection (d) by reference to the
    actual or when issued trading market for any securities, it must in doing so
    consider the prices in such market over the same period used in computing
    the Current Market Price of the Common Stock.

    Notwithstanding the foregoing provisions of this subsection (d), no
    adjustment shall be made thereunder for any distribution of Distributed
    Securities if the Company makes proper provision so that each holder of a
    Note who converts such Note (or any portion thereof) after the record date
    for such distribution shall be entitled to receive upon such conversion, in
    addition to the shares of Common Stock issuable upon such conversion, the
    amount and kind of Distributed Securities that such holder would have been
    entitled to receive if such holder had, immediately prior to such record
    date, converted such Note into Common Stock, provided that, with respect to
    any Distributed Securities that are convertible, exchangeable or
    exercisable, the foregoing provision shall only apply to the extent (and so
    long as) the Distributed Securities receivable upon conversion of such Note
    would be convertible, exchangeable or exercisable, as applicable, without
    any loss of rights or privileges for a period of at least 60 days following
    conversion of such Note.

       (e)  In case the Company shall, by dividend or otherwise, distribute to
    all holders of its Common Stock cash (excluding (x) any quarterly cash
    dividend on the Common Stock to the extent the aggregate cash dividend per
    share of Common Stock in any fiscal quarter does not exceed the greater of
    (A) the amount per share of Common Stock of the next preceding quarterly
    cash dividend on the Common Stock to the extent such preceding quarterly
    dividend did not require any adjustment of the Conversion Rate pursuant to
    this Section 5.5(e) (as adjusted to reflect subdivisions or combinations of
    the Common Stock), and (B) 10% of the average of the last reported sales
    price of the Common Stock (determined as provided in Section 5.5(g)) during
    the ten Trading Days (as defined in Section 5.5(g)) next preceding the date
    of declaration of such dividend and (y) any dividend or distribution in
    connection with the liquidation, dissolution or winding up of the Company,
    whether voluntary or involuntary), then, in such case, unless the Company
    elects to reserve such cash for distribution to the holders of the Notes
    upon the conversion of the Notes so that any such holder converting Notes
    will receive upon such conversion, in addition to the shares of Common Stock
    to which such holder is entitled, the amount of cash which such holder would
    have received if such holder had, immediately prior to the record date for
    such distribution of cash, converted its Notes into Common Stock, the
    Conversion Rate shall be adjusted so that the same shall equal the rate
    determined by multiplying the Conversion Rate in effect immediately prior to
    the close of business on such record date by a fraction of which the
    denominator shall be

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    such Current Market Price of the Common Stock on the record date less the
    amount of cash so distributed (and not excluded as provided above)
    applicable to one share of Common Stock and the numerator of which shall be
    the Current Market Price of the Common Stock on such record date; such
    adjustment to be effective immediately prior to the opening of business on
    the day following the record date; provided, however, that in the event the
    portion of the cash so distributed applicable to one share of Common Stock
    is equal to or greater than the Current Market Price of the Common Stock on
    the record date, in lieu of the foregoing adjustment, adequate provision
    shall be made so that each Noteholder shall have the right to receive upon
    conversion the amount of cash such holder would have received had such
    holder converted each Note on the record date. If such dividend or
    distribution is not so paid or made, the Conversion Rate shall again be
    adjusted to be the Conversion Rate which would then be in effect if such
    dividend or distribution had not been declared.

    If any adjustment is required to be made as set forth in this subsection (e)
    as a result of a distribution that is a quarterly dividend, such adjustment
    shall be based upon the amount by which such distribution exceeds the amount
    of the quarterly cash dividend permitted to be excluded pursuant hereto. If
    an adjustment is required to be made as set forth in this subsection (e)
    above as a result of a distribution that is not a quarterly dividend, such
    adjustment shall be based upon the full amount of the distribution.

       (f)  In case a tender or exchange offer made by the Company or any
    subsidiary of the Company for all or any portion of the Common Stock shall
    expire and such tender or exchange offer shall involve the payment by the
    Company or such subsidiary of consideration per share of Common Stock having
    a fair market value (as determined by the Board of Directors or, to the
    extent permitted by applicable law, a duly authorized committee thereof,
    whose determination shall be conclusive, and described in a resolution of
    the Board of Directors or such duly authorized committee thereof, as the
    case may be, at the last time (the "Expiration Time") tenders or exchanges
    may be made pursuant to such tender or exchange offer (as it shall have been
    amended), that exceeds the Current Market Price of the Common Stock on the
    Trading Day next succeeding the Expiration Time, the Conversion Rate shall
    be adjusted so that the same shall equal the rate determined by multiplying
    the Conversion Rate in effect immediately prior to the Expiration Time by a
    fraction of which the denominator shall be the number of shares of Common
    Stock outstanding (including any tendered or exchanged shares) on the
    Expiration Time multiplied by the Current Market Price of the Common Stock
    on the Trading Day next succeeding the Expiration Time and the numerator of
    which shall be the sum of (x) the fair market value (determined as
    aforesaid) of the aggregate consideration payable to stockholders based on
    the acceptance (up to any maximum specified in the terms of the tender or
    exchange offer) of all shares validly tendered or exchanged and not
    withdrawn as of the Expiration Time (the shares deemed so accepted up to any
    such maximum, being referred to as the "Purchased Shares") and (y) the
    product of the number of shares of Common Stock outstanding (less any
    Purchased Shares) on the Expiration Time and the Current Market Price of the
    Common Stock on the Trading Day next succeeding the Expiration Time; such
    adjustment to become effective immediately prior to the opening of business
    on the day following the Expiration Time. If the Company is obligated to
    purchase shares pursuant to any such tender or exchange offer, but the
    Company is permanently prevented by applicable law from effecting any such
    purchases or all such purchases are rescinded, the Conversion

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    Rate shall again be adjusted to be the Conversion Rate which would then be
    in effect if such tender or exchange offer had not been made.

       (g)  For purposes of this Section 5.5, the following terms shall have the
    meaning indicated:

         (i)   "Current Market Price" per share of Common Stock at any date
       shall be deemed to be the average of the last reported sale prices for
       the ten (10) consecutive Trading Days (as defined below) preceding the
       day before the record date with respect to any distribution, issuance or
       other event requiring such computation.

         (ii)  "Closing Price" with respect to any securities on any day shall
       mean the closing sale price regular way on such day or, in case no such
       sale takes place on such day, the average of the reported closing bid and
       asked prices, regular way, in each case on the Nasdaq National Market or
       New York Stock Exchange, or, if such security is not listed or admitted
       to trading on such quotation system or exchange, on the principal
       national security exchange or quotation system on which such security is
       quoted or listed or admitted to trading, or, if not quoted or listed or
       admitted to trading on any national securities exchange or quotation
       system, the average of the closing bid and asked prices of such security
       on the over-the-counter market on the day in question as reported by the
       National Quotation Bureau Incorporated, or a similar generally accepted
       reporting service, or if not so available, in such manner as furnished by
       any New York Stock Exchange member firm selected from time to time by the
       Board of Directors for that purpose, or a price determined in good faith
       by the Board of Directors, whose determination shall be conclusive and
       described in a Board Resolution.

         (iii) "fair market value" shall mean the amount which a willing buyer
       under no compulsion to buy would pay a willing seller under no compulsion
       to sell in an arm's length transaction.

         (iv)  "record date" shall mean, with respect to any dividend,
       distribution or other transaction or event in which the holders of Common
       Stock have the right to receive any cash, securities or other property or
       in which the Common Stock (or other applicable security) is exchanged for
       or converted into any combination of cash, securities or other property,
       the date fixed for determination of stockholders entitled to receive such
       cash, securities or other property (whether such date is fixed by the
       Board of Directors or by statute, contract or otherwise).

         (v)   "Trading Day" shall mean (x) if the applicable security is quoted
       on the Nasdaq National Market, a day on which trades may be made on
       thereon or (y) if the applicable security is listed or admitted for
       trading on the New York Stock Exchange or another national security
       exchange, a day on which the New York Stock Exchange or another national
       security exchange is open for business or (z) if the applicable security
       is not so listed, admitted for trading or quoted, any day other than a
       Saturday or Sunday or a day on which

                                       8
<PAGE>

       banking institutions in the State of New York are authorized or obligated
       by law or executive order to close.

       (h)  Rights or warrants distributed by the Company to all holders of
    Common Stock entitling the holders thereof to subscribe for or purchase
    shares of the Company's capital stock (either initially or under certain
    circumstances), which rights or warrants, until the occurrence of a
    specified event or events ("Trigger Event"):

         (i)   are deemed to be transferred with such shares of Common Stock,

         (ii)  are not exercisable, and

         (iii) are also issued in respect of future issuances of Common Stock,
       shall not be deemed distributed for purposes of this Section 5.5 until
       the occurrence of the earliest Trigger Event. In addition, in the event
       of any distribution of rights or warrants, or any Trigger Event with
       respect thereto, that shall have resulted in an adjustment to the
       Conversion Rate under this Section 5.5, (1) in the case of any such
       rights or warrants which shall all have been redeemed or repurchased
       without exercise by any holders thereof, the Conversion Rate shall be
       readjusted upon such final redemption or repurchase to give effect to
       such distribution or Trigger Event, as the case may be, as though it were
       a cash distribution, equal to the per share redemption or repurchase
       price received by a holder of Common Stock with respect to such rights or
       warrants (assuming such holder had retained such rights or warrants),
       made to all holders of Common Stock as of the date of such redemption or
       repurchase, and (2) in the case of any such rights or warrants all of
       which shall have expired without exercise by any holder thereof, the
       Conversion Rate shall be readjusted as if such issuance had not occurred.

       (i)  No adjustment to the Conversion Rate shall be required unless such
    adjustment would require an increase or decrease of at least 1% in such
    rate; provided, however, that any adjustments which by reason of this
    subsection (i) are not required to be made shall be carried forward and
    taken into account in any subsequent adjustment. All calculations under this
    Section 5 shall be made by the Company and shall be made to the nearest cent
    or to the nearest one hundredth of a share, as the case may be. Anything in
    this Section 5.5 to the contrary notwithstanding, the Company shall be
    entitled to make such increases in the Conversion Rate, in addition to those
    required by this Section 5.5, as it in its discretion shall determine to be
    advisable in order that any stock dividends, subdivision of shares,
    distribution of rights to purchase stock or securities, or any distribution
    of securities convertible into or exchangeable for stock hereafter made by
    the Company to its stockholders shall not be taxable. To the extent
    permitted by applicable law, the Company from time to time may increase the
    Conversion Rate by any amount for any period of time if the period is at
    least 20 days, the increase is irrevocable during the period and the Board
    of Directors shall have made a determination that such increase would be in
    the best interests of the Company, which determination shall be conclusive.
    Whenever the Conversion Rate is so increased, the Company shall mail to
    Noteholders and file with the Trustee and the conversion agent a notice of
    the increase. The Company shall mail the notice at least 5 days before the
    date the increased Conversion Rate takes effect. The notice shall state the
    increased Conversion Rate and the period it will be in effect.

                                       9
<PAGE>

       (j)  Whenever the Conversion Rate is adjusted, as herein provided, the
    Company shall promptly file with the Trustee and any conversion agent other
    than the Trustee an Officers' Certificate setting forth the Conversion Rate
    after such adjustment and setting forth a brief statement of the facts
    requiring such adjustment. Promptly after delivery of such certificate, the
    Company shall prepare a notice of such adjustment of the Conversion Rate
    setting forth the adjusted Conversion Rate and the date on which such
    adjustment becomes effective and shall mail such notice of such adjustment
    of the Conversion Rate to each Noteholder at its last address appearing on
    the Note register provided for in the Indenture, within twenty (20) days
    after execution thereof. Failure to deliver such notice shall not affect the
    legality or validity of any such adjustment.

       (k)  In any case in which this Section 5.5 provides that an adjustment
    shall become effective immediately after a record date for an event, the
    Company may defer until the occurrence of such event (i) issuing to the
    holder of any Note converted after such record date and before the
    occurrence of such event the additional shares of Common Stock issuable upon
    such conversion by reason of the adjustment required by such event over and
    above the Common Stock issuable upon such conversion before giving effect to
    such adjustment and (ii) paying to such holder any amount in cash or
    additional shares in lieu of any fractional share pursuant to Section 5.3.

       (l)  In case of a tender or exchange offer made by a Person other than
    the Company or any subsidiary for an amount which increases the offeror's
    ownership of Common Stock to more than 25% of the Common Stock outstanding
    and shall involve the payment by such Person of consideration per share of
    Common Stock having a fair market value (as determined by the Board of
    Directors, whose determination shall be conclusive, and described in a
    resolution of the Board of Directors) at the Expiration Time that exceeds
    the Current Market Price of the Common Stock on the Trading Day next
    succeeding the Expiration Time, and in which, as of the Expiration Time, the
    Board of Directors is not recommending rejection of the offer, the
    Conversion Rate shall be increased so that the same shall equal the price
    determined by multiplying the Conversion Rate in effect immediately prior to
    the Expiration Time by a fraction of which the denominator shall be the
    number of shares of Common Stock outstanding (including any tendered or
    exchange shares) at the Expiration Time multiplied by the Current Market
    Price of the Common Stock on the Trading Day next succeeding the Expiration
    Time and the numerator shall be the sum of (x) the fair market value
    (determined as aforesaid) of the aggregate consideration payable to
    stockholders based on the acceptance (up to any maximum specified in the
    terms of the tender or exchange offer) of all Purchased Shares and (y) the
    product of the number of shares of Common Stock outstanding (less any
    Purchased Shares) on the Expiration Time and the Current Market Price of the
    Common Stock on the Trading Day next succeeding the Expiration Time, such
    increase to become effective immediately prior to the opening of business on
    the day following the Expiration Time. In the event that such Person is
    obligated to purchase shares pursuant to any such tender or exchange offer,
    but such Person is permanently prevented by applicable law from effecting
    any such purchases or all such purchases are rescinded, the Conversion Rate
    shall again be adjusted to be the Conversion Rate which would then be in
    effect if such tender or exchange offer had not been made. Notwithstanding
    the foregoing, the adjustment described in this Section 5.5(l) shall not be
    made if, as of the Expiration Time, the offering documents with

                                      10
<PAGE>

    respect to such offer disclose a plan or intention to cause the Company to
    engage in any transaction described in Article 8 of the Indenture.

    Section 5.6.  Effect of Reclassification, Consolidation, Merger or Sale. If
    any of the following events occur, namely (i) any reclassification or change
    of the outstanding shares of Common Stock (other than a subdivision or
    combination to which Section 5.5(c) applies), (ii) any consolidation, merger
    or combination of the Company with another corporation as a result of which
    holders of Common Stock shall be entitled to receive stock, securities or
    other property or assets (including cash) with respect to or in exchange for
    such Common Stock, or (iii) any sale or conveyance of the properties and
    assets of the Company as, or substantially as, an entirety to any other
    corporation as a result of which holders of Common Stock shall be entitled
    to receive stock, securities or other property or assets (including cash)
    with respect to or in exchange for such Common Stock, then the Company or
    the successor or purchasing corporation, as the case may be, shall execute
    with the Trustee a supplemental indenture (which shall comply with the Trust
    Indenture Act as in force at the date of execution of such supplemental
    indenture) providing that such Note shall be convertible into the kind and
    amount of shares of stock and other securities or property or assets
    (including cash) receivable upon such reclassification, change,
    consolidation, merger, combination, sale or conveyance by a holder of a
    number of shares of Common Stock issuable upon conversion of such Notes
    (assuming, for such purposes, a sufficient number of authorized shares of
    Common Stock available to convert all such Notes) immediately prior to such
    reclassification, change, consolidation, merger, combination, sale or
    conveyance assuming such holder of Common Stock did not exercise his rights
    of election, if any, as to the kind or amount of securities, cash or other
    property receivable upon such consolidation, merger, statutory exchange,
    sale or conveyance (provided, that, if the kind or amount of securities,
    cash or other property receivable upon such consolidation, merger, statutory
    exchange, sale or conveyance is not the same for each share of Common Stock
    in respect of which such rights of election shall not have been exercised
    ("nonelecting-share")), then for the purposes of this Section 5.6 the kind
    and amount of securities, cash or other property receivable upon such
    consolidation, merger, statutory exchange, sale or conveyance for each non-
    electing share shall be deemed to be the kind and amount so receivable per
    share by a plurality of the non-electing shares. Such supplemental indenture
    shall provide for adjustments which shall be as nearly equivalent as may be
    practicable to the adjustments provided for in this Article.

    The Company shall cause notice of the execution of such supplemental
    indenture to be mailed to each holder of Notes, at his address appearing on
    the Note register provided for in the Indenture, within twenty (20) days
    after execution thereof. Failure to deliver such notice shall not affect the
    legality or validity of such supplemental indenture.

    The above provisions of this Section shall similarly apply to successive
    reclassifications, changes, consolidations, mergers, combinations, sales and
    conveyances.

    If this Section 5.6 applies to any event or occurrence, Section 5.5 shall
    not apply.

    Section 5.7.  Taxes on Shares Issued. The issue of stock certificates on
    conversions of Notes shall be made without charge to the converting
    Notholder for any tax in respect of the issue thereof. The Company shall
    not, however, be required to pay any tax which may be payable in respect of
    any transfer involved in the issue and delivery of stock in

                                      11
<PAGE>

    any name other than that of the holder of any Note converted, and the
    Company shall not be required to issue or deliver any such stock certificate
    unless and until the person or persons requesting the issue thereof shall
    have paid to the Company the amount of such tax or shall have established to
    the satisfaction of the Company that such tax has been paid.

    Section 5.8.  Reservation of Shares; Shares to be Fully Paid; Compliance
    with Governmental Requirements; Listing of Common Stock. The Company shall
    provide, free from preemptive rights, out of its authorized but unissued
    shares or shares held in treasury, sufficient shares of Common Stock to
    provide for the conversion of the Notes from time to time as such Notes are
    presented for conversion.

    Before taking any action which would cause an adjustment reducing the
    Conversion Price below the then par value, if any, of the shares of Common
    Stock issuable upon conversion of the Notes, the Company will take all
    corporate action which may, in the opinion of its counsel, be necessary in
    order that the Company may validly and legally issue shares of such Common
    Stock at such adjusted Conversion Price.

    The Company covenants that all shares of Common Stock which may be issued
    upon conversion of Notes will upon issue be fully paid and non-assessable by
    the Company and free from all taxes, liens and charges with respect to the
    issue thereof.

    The Company covenants that if any shares of Common Stock to be provided for
    the purpose of conversion of Notes hereunder require registration with or
    approval of any governmental authority under any federal or state law before
    such shares may be validly issued upon conversion, the Company will in good
    faith and as expeditiously as possible endeavor to secure such registration
    or approval, as the case may be.

    The Company further covenants that if at any time the Common Stock shall be
    listed on the Nasdaq National Market, the New York Stock Exchange or any
    other national securities exchange or automated quotation system the Company
    will, if permitted by the rules of such exchange or automated quotation
    system, list and keep listed, so long as the Common Stock shall be so listed
    on such exchange or automated quotation system, all Common Stock issuable
    upon conversion of the Notes; provided, however, that if rules of such
    exchange or automated quotation system permit the Company to defer the
    listing of such Common Stock until the first conversion of the Notes into
    Common Stock in accordance with the provisions of the Indenture, the Company
    covenants to list such Common Stock issuable upon conversion of the Notes in
    accordance with the requirements of such exchange or automated quotation
    system at such time.

    Section 5.9.  Responsibility of Trustee. The Trustee and any other
    conversion agent shall not at any time be under any duty or responsibility
    to any holder of Notes to determine whether any facts exist which may
    require any adjustment of the Conversion Price, or with respect to the
    nature or extent or calculation of any such adjustment when made, or with
    respect to the method employed, or herein or in any supplemental indenture
    provided to be employed, in making the same. The Trustee and any other
    conversion agent shall not be accountable with respect to the validity or
    value (or the kind or amount) of any shares of Common Stock, or of any
    securities or property, which may at any time be issued or delivered upon
    the conversion of any Note; and the Trustee and any other conversion agent
    make no representations with respect thereto. Subject to

                                      12
<PAGE>

    the provisions of the Indenture, neither the Trustee nor any conversion
    agent shall be responsible for any failure of the Company to issue, transfer
    or deliver any shares of Common Stock or stock certificates or other
    securities or property or cash upon the surrender of any Note for the
    purpose of conversion or to comply with any of the duties, responsibilities
    or covenants of the Company contained in this Article. Without limiting the
    generality of the foregoing, neither the Trustee nor any conversion agent
    shall be under any responsibility to determine the correctness of any
    provisions contained in any supplemental indenture entered into pursuant to
    Section 5.6 relating either to the kind or amount of shares of stock or
    securities or property (including cash) receivable by Noteholders upon the
    conversion of their Notes after any event referred to in such Section 5.6 or
    to any adjustment to be made with respect thereto, but, subject to the
    provisions of Article 6 of the Indenture, may accept as conclusive evidence
    of the correctness of any such provisions, and shall be protected in relying
    upon, the Officers' Certificate (which the Company shall be obligated to
    file with the Trustee prior to the execution of any such supplemental
    indenture) with respect thereto.

    Section 5.10.  Notice to Holders Prior to Certain Actions.  In case:

       (a)  the Company shall declare a dividend (or any other distribution) on
    its Common Stock that would require an adjustment in the Conversion Price
    pursuant to Section 5.5; or

       (b)  the Company shall authorize the granting to the holders of its
    Common Stock of rights or warrants to subscribe for or purchase any share of
    any class or any other rights or warrants; or

       (c)  of any reclassification or reorganization of the Common Stock of the
    Company (other than a subdivision or combination of its outstanding Common
    Stock, or a change in par value, or from par value to no par value, or from
    no par value to par value), or of any consolidation or merger to which the
    Company is a party and for which approval of any shareholders of the Company
    is required, or of the sale or transfer of all or substantially all of the
    assets of the Company; or

       (d)  of the voluntary or involuntary dissolution, liquidation or winding-
    up of the Company;

    the Company shall cause to be filed with the Trustee and to be mailed to
    each holder of Notes at his address appearing on the Note register provided
    for in the Indenture, as promptly as possible but in any event at least
    fifteen (15) days prior to the applicable date hereinafter specified, a
    notice stating (x) the date on which a record is to be taken for the purpose
    of such dividend, distribution or rights or warrants, or, if a record is not
    to be taken, the date as of which the holders of Common Stock of record to
    be entitled to such dividend, distribution or rights are to be determined,
    or (y) the date on which such reclassification, consolidation, merger, sale,
    transfer, dissolution, liquidation or winding-up is expected to become
    effective or occur, and the date as of which it is expected that holders of
    Common Stock of record shall be entitled to exchange their Common Stock for
    securities or other property deliverable upon such reclassification,
    consolidation, merger, sale, transfer, dissolution, liquidation or winding-
    up. Failure to give such notice, or any defect therein, shall not affect the
    legality or validity of such dividend,

                                      13
<PAGE>

     distribution, reclassification, consolidation, merger, sale, transfer,
     dissolution, liquidation or winding-up.

  6.  The Notes are subject to redemption, as set forth in the form of the Note.

  7.  The Notes are not subject to a sinking fund or other analogous fund
      requirement.

  8.  The Corporate Trust Office of First Trust of New York, National
      Association is appointed as the principal paying agent, transfer agent,
      and registrar for the Notes and for the purpose mentioned in Section 10.2
      of the Indenture. The Notes may be presented for payment at maturity at
      such Corporate Trust Office, or at any other agency as may be appointed by
      the Issuer from time to time in The City of New York.

  9.  The Notes will be represented by one or more Global Notes as described
      under the caption "Description of the Notes--Book Entry; Delivery and
      Form" in the Issuer's Prospectus Supplement dated October __, 1997 with
      respect to the offering of the Notes. There will be no bearer notes.

  10. The Notes shall have such other terms and conditions (including
      subordination) as are set forth in the form of the Note. The Notes shall
      be subject to the provisions of the Indenture [, except that the terms of
      Sections 14.2 and 14.3 of the Indenture shall not apply to the Notes].

  11. The attached form of the Notes is in the form hereby approved by the
      undersigned pursuant to authority granted by the Board of Directors of the
      Company.

  This Certificate is delivered pursuant to the provisions of Sections 2.1, 3.1
and 3.3 of the Indenture. The undersigned hereby certify as follows:

      (a)  we have read each of the Sections of the Indenture referred to above,
and the definitions of the Indenture relating thereto;

      (b)  we have examined the Indenture, the form of Notes and such other
documents, records and instruments as we have deemed necessary for purposes of
giving this Certificate;

      (c)  in our opinion, we have made such examination and investigation as is
necessary to enable us to express an informed opinion as to whether the
conditions precedent to the issuance of the Notes have been complied with; and

      (d)  in our opinion, the conditions precedent to the issuance of the Notes
have been complied with.

                                      14
<PAGE>

Dated:  October 16, 1997           ----------------------------------
                                   Paul W. Whetsell, President, Chief
                                   Executive Officer and Chairman of
                                   the Board

Dated:  October 16, 1997           ----------------------------------
                                   John Emery,
                                   Chief Financial Officer

                                      15
<PAGE>

                                 FORM OF NOTE


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



                             CAPSTAR HOTEL COMPANY

            4.75% CONVERTIBLE SUBORDINATED NOTE DUE 2004 No. ______

CUSIP

  CapStar Hotel Company, a corporation duly organized and validly existing under
the laws of the State of Delaware (herein called the "Company"), which term
includes any successor corporation under the Indenture referred to on the
reverse hereof, for value received hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of One Hundred Seventy Two Million Five
Hundred Thousand Dollars ($172,500,000) on October 15, 2004, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or, at the option of the holder of this Note, at the
Corporate Trust Office, in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually on April 15 and October 15 of
each year, commencing April 15 , 1998, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum of 4.75% from October
16, 1997 (or from the most recent interest payment date to which interest has
been paid or provided for), until payment of said principal sum has been made or
duly provided for. Notwithstanding the foregoing, if the date hereof is after
any April 1 or October 1, as the case may be, and before the following April 15
or October 15, this Note shall bear interest from such April 1 or October 1;
provided, however, that if the Company shall default in the payment of interest
due on such April 15 or October 15, then this Note shall bear interest from the
next preceding April 1 or October 1 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from October 16, 1997. The interest payable on the Note pursuant to the
Indenture on any April 15 or October 15, will be paid to the person entitled
thereto as it appears in the Note register at the close of business on the
record date, which shall be the April 1 or October 1 (whether or not a Business
Day) next preceding such April 15 or October 15, as provided in the Indenture;
provided, that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture. Interest may, at the option of the
Company, be paid by check mailed to the registered address of such person.

  Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal amount at maturity, Issue Price, Redemption Price, Change
in Control Purchase Price and interest on the Notes to the prior payment in full
of all Senior Indebtedness, as defined in the Indenture, and provisions giving
the holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

  This Note shall be deemed to be a contract made under the laws of New York,
and for all purposes shall be construed in accordance with and governed by the
laws of New York, without regard to principles of conflicts of laws.

  This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

  IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.



                              CAPSTAR HOTEL COMPANY




                              By: _____________________________
                                 Name:
                                 Title:

Attest:  ____________________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the
within-named Indenture.

Dated:  October 16, 1997

__________________________, as Trustee


By:  ______________________________
    Authorized Signatory


By:  ______________________________
    As Authenticating Agent (if
    different from Trustee)

                                       2
<PAGE>

                           [FORM OF REVERSE OF NOTE]

                             CAPSTAR HOTEL COMPANY

                 4.75% CONVERTIBLE SUBORDINATED NOTE DUE 2004

    This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4.75% Convertible Subordinated Notes due 2004 (herein called
the "Notes"), limited to the aggregate principal amount at maturity of
$172,500,000 all issued or to be issued under and pursuant to an indenture dated
as of October 15, 1997 (herein called the "Indenture"), between the Company and
First Trust of New York, National Association, as trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes.

    In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the Issue Price, and accrued interest, if any,
through the date of declaration on all Notes may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

    The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount at maturity of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
<PAGE>

manner the rights of the holders of the Notes; provided, however, that as
provided in the Indenture, no such supplemental indenture shall (i) extend the
fixed maturity of any Note, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount at maturity thereof, or reduce
any amount payable on redemption or repurchase thereof, or impair the right of
any Noteholder to institute suit for the payment thereof, or make the principal
amount at maturity thereof or Redemption Price, Change in Control Purchase Price
or interest thereon payable in any coin or currency other than that provided in
the Note, or modify the provisions of the Indenture with respect to the
subordination of the Notes in a manner adverse to the Noteholders in any
material respect, or change the obligation of the Company to make redemption of
any Note upon the happening of a Change in Control in a manner adverse to the
holder of the Notes, or impair the right to convert the Notes into Common Stock
subject to the terms set forth in the Indenture, as supplemented, without the
consent of the holder of each Note so affected or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes then
outstanding. It is also provided in the Indenture that, prior to any declaration
accelerating the maturity of the Notes, the holders of a majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the
holders of all of the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal
amount at maturity, Redemption Price, Change in Control Purchase Price or
interest in respect of any of the Notes or a failure by the Company to convert
any Notes into Common Stock of the Company. Any such consent or waiver by the
holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes which may be issued in exchange or substitute hereof,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.

    The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, expressly subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness (as defined below) of
the Company, whether outstanding at the date of the Indenture or thereafter
incurred, and this Note is issued subject to the provisions of the Indenture
with respect to such subordination. Each holder of this Note, by accepting the
same, agrees to and shall be bound by such provisions and authorizes the Trustee
on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee his attorney-
in-fact for such purpose.

    No payment shall be made with respect to the principal of, or premium, if
any, or interest on the Notes (including the Payment of any Redemption Price or
Change in Control Purchase Price (as defined below)), if (i) a default in the
payment of principal, premium, if any, interest, rent or other obligations in
respect of Senior Indebtedness occurs and is continuing (or, in the case of
Senior Indebtedness for which there is a period of grace, in the event of such a
default that continues beyond the period of grace, if any, specified in the
instrument or lease evidencing such Senior Indebtedness); or (ii) a default,
other than a payment default, on Designated Senior Indebtedness occurs and is
continuing that then permits holders of such Designated Senior Indebtedness to
accelerate its maturity and the Trustee receives a notice of the default (a
"Payment Blockage Notice") from a Representative or the Company. The Company may
and shall resume payments on and distributions in respect of the Notes upon the
earlier of: (1) the date upon which the default is cured or waived or ceases to
exist, or (2) in the case of a default referred to in clause (ii) above, 179
days after the Payment Blockage Notice is received. No subsequent period of
payment blockage may be commenced pursuant to a Payment Blockage Notice unless
and until (A) at least 365 days shall have elapsed since the initial
effectiveness of the immediately prior Payment Blockage Notice, and (B) all
scheduled payments of principal amount at maturity, Redemption Price, Change in
Control Purchase Price and interest on the Notes that have come due have been
paid in full in cash. During any period of payment blockage, any payment that
otherwise would have been made during such period will accrue interest, to the
extent legally permissible, at the annual rate set forth herein from the date on
which such payment was required under the terms of the Indenture until the date
of payment. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice.

    For purposes of the Notes, the term "Senior Indebtedness" means the
principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or in connection with, and all fees, costs,
expenses and other amounts accrued or due on or in connection with, Indebtedness
(as defined below) of the Company, whether outstanding on the date of the
Indenture or thereafter created, incurred, assumed, guaranteed or in effect
guaranteed by the Company (including all deferrals, renewals, extensions or
refundings of, or amendments, modifications or supplements to, the foregoing),
unless in the case of any particular Indebtedness the instrument creating or
evidencing the same or the assumption or guarantee thereof expressly provides
that such Indebtedness shall not be senior in right of payment to the Notes or
expressly provides that such Indebtedness is "pari passu" with or "junior" to
the Notes.  Notwithstanding the foregoing, the term Senior Indebtedness shall
not include any Indebtedness of the Company to any subsidiary of the Company, a
majority of the voting stock of which is owned, directly or indirectly, by the
Company.  If any payment made to any holder of any Senior Indebtedness or its
Representative with respect to such Senior Indebtedness is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the

                                       2
<PAGE>

reinstated Indebtedness of the Company arising as a result of such rescission or
return shall constitute Senior Indebtedness effective as of the date of such
rescission or return.

    The term "Indebtedness" means, with respect to any Person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person for borrowed money (including obligations of the
Company in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such Person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
Person in respect of, and obligations or liabilities (contingent or otherwise)
of such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of, indebtedness, obligations or liabilities of another
Person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through (d) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

    The term "Designated Senior Indebtedness" means any particular Senior
Indebtedness in which the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the
Company is a party) expressly provides that such Senior Indebtedness shall be
"Designated Senior Indebtedness" for purposes of the Indenture (provided that
such instrument, agreement or other document may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness).  If any payment made to any holder of any
Designated Senior Indebtedness or its Representative with respect to such
Designated Senior Indebtedness is rescinded or must otherwise be returned by
such holder or Representative upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, the reinstated Indebtedness of the Company arising
as a result of such rescission or return shall constitute Designated Senior
Indebtedness effective as of the date of such rescission or return.

    No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal amount at maturity, Issue
Price, Redemption Price, Change in Control Purchase Price and

                                       3
<PAGE>

interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.

    Interest on the Notes shall be computed on the basis of a year of a
360-day year or twelve 30-day months.  In the case of any Note (or portion
thereof) which is converted into Common Stock of the Company during the period
from (but excluding) a recorded date to (but excluding) the next succeeding
interest payment date either (i) if such Note (or portion thereof) has been
called for redemption on a redemption date which occurs during such period, or
is to be redeemed in connection with a Change in Control Purchase Date which
occurs during such period, the Company shall not be required to pay interest on
such interest payment date in respect of any such Note (or portion thereof) or
(ii) if otherwise, any Note (or portion thereof) submitted for conversion during
such period shall be accompanied by funds equal to the interest payable on such
succeeding interest payment date on the aggregate principal amount at maturity
so converted.

    The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount at maturity and any integral multiple
thereof.  At the office or agency of the Company referred to on the face hereof,
and in the manner and subject to the limitations provided in the Indenture, but
without payment of any service charge (but with payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration or exchange of Notes), Notes may be exchanged for a like
aggregate principal amount at maturity of Notes of other authorized
denominations.

    The Notes will not be redeemable at the option of the Company prior to
October 15, 2000. At any time on or after October 15, 2000, and prior to
maturity, the Notes may be redeemed at the option of the Company as a whole, or
from time to time in part, upon mailing a notice of such redemption not less
than 30 days and not more than 60 days before the date fixed for redemption to
the holders of Notes at their last registered addresses, all as provided in the
Indenture, at the following Redemption Prices per $1,000 principal amount at
maturity, together in each case with accrued interest to the date fixed for
redemption.

Redemption Date                        Redemption Price
----------------                       ----------------

October 15, 2000                             102.71%

October 15, 2001                             102.04%

October 15, 2002                             101.36%

October 15, 2003                             100.68%

October 15, 2004                             100.00%


Notwithstanding the foregoing, if the date fixed for redemption is an April 15
or October 15, then the interest payable on such date shall be paid to the
holder of record on the next preceding April 1 or October 1.

  The Notes are not subject to redemption through the operation of any
sinking fund.

                                       4
<PAGE>

  In the event of a Change in Control, each holder will have the option, subject
to the terms and conditions of the Indenture (including, without limitation, the
redemption provisions thereof), to require the Company to repurchase all or any
part (provided that the principal amount must be $1,000 or an integral multiple
thereof) of the holder's Notes as of the date that is 30 Business Days after the
date of the Company's notice of the occurrence of such Change in Control (the
"Change in Control Purchase Date") for a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest up to but not
including the Change in Control Purchase Date (the "Change in Control Purchase
Price"); provided that any semi-annual payment of interest becoming due on the
Change in Control Purchase Date shall be payable to the holders of record on the
relevant record date of the Notes being repurchased. The payment of the Change
in Control Purchase Price shall be made on the fifth full business day following
the Change in Control Purchase Date.

  Within ten Business Days after the occurrence of a Change in Control, the
company is required to mail to each holder and to the Trustee a written notice
of the occurrence of such Change in Control, setting forth, among other things,
the terms and conditions of, and the procedures required for exercise of, the
Holder's right to require the repurchase of such holder's Notes.

  To exercise the repurchase right upon a Change in Control, a holder must
deliver written notice of such exercise to the Trustee at any time prior to the
close of business on the Change in Control Purchase Date, specifying the Notes
with respect to which the repurchase right is being exercised. Such notice of
exercise may be withdrawn by the holder by a written notice of withdrawal
delivered to the Trustee at any time prior to the close of business on the
Change in Control Purchase Date. A Change in Control shall be deemed to have
occurred if any of the following occurs after the original issuance of the
Notes:

  (i)  the acquisition by any Person (including any syndicate or group deemed to
be a "person" under Section 13(d)(3) or 14(d)(2) of the Exchange Act or a
successor provision) of beneficial ownership, directly or indirectly, through a
purchase, merger, or other acquisition transaction or series of transactions, of
shares of capital stock of the Company entitling such Person to exercise more
than 50% of the total voting power of all shares of capital stock of the Company
entitling the holders thereof to vote generally in elections of directors; or

  (ii) any consolidation of the Company with, or merger of the Company into, any
other Person, any merger of another Person into the Company, or any sale, lease,
or exchange in one transaction or a series of related transactions, of all or
substantially all of the property and assets of the Company to another Person
(other than (a) any such transaction pursuant to which the holders of 50% or
more of the total voting power of all shares of capital stock of the Company
entitled to vote generally in elections of directors immediately prior to such
transaction have, directly or indirectly, at least 50% or more of the total
voting power of all shares of capital stock of the continuing or surviving
corporation entitled to vote generally in elections of directors of the
continuing or surviving corporation immediately after such transaction, and (b)
a merger which (1) does not result in any reclassification, conversion,
exchange, or cancellation of outstanding shares of capital stock of the Company
or (2) is effected primarily to change the jurisdiction of incorporation of the
Company and results in reclassification, conversion, or exchange of outstanding
shares of Common Stock solely into shares of Common Stock of the surviving
entity); provided, however, that a Change in Control shall not be deemed to have
occurred if the closing price per share of the Common Stock for any 10 trading
days within the period of 20 consecutive trading days ending immediately before
the occurrence of the event that would otherwise constitute a Change in Control
shall equal or exceed 105% of the Conversion Price of the Notes in effect on
each such trading day.

                                       5
<PAGE>

     A "beneficial owner" shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act, as in effect on the date
of execution of the Indenture.

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after 90 days following the date of original
issuance of the Notes and prior to the close of business on October 15, 2004,
or, as to all or any portion hereof called for redemption, prior to the close of
business on the Business Day immediately preceding the date fixed for redemption
(unless the Company shall default in payment due upon redemption thereof), to
convert the principal hereof or any portion of such principal which is $1,000
principal amount at maturity or an integral multiple thereof, into that number
of fully paid and nonassessable shares of Company's Common Stock, as said shares
shall be constituted at the date of conversion, obtained by dividing the
principal amount at maturity of this Note or portion thereof to be converted by
$1,000 and multiplying the result so obtained by 23.2558 (the "Conversion Rate")
or such Conversion Rate as adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a conversion notice as
provided in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this Note,
duly endorsed by, or accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the holder or by his duly authorized attorney.
No adjustment in respect of accrued interest or dividends will be made upon any
conversion; provided, however, that if this Note shall be surrendered for
conversion during the period from the close of business on any record date for
the payment of interest to the close of business on the Business Day preceding
the interest payment date, this Note (unless it or the portion being converted
shall have been called for redemption during the period from the close of
business on any record date for the payment of interest to the close of business
on the Business Day preceding the interest payment date) must be accompanied by
an amount, in New York Clearing House funds or other funds acceptable to the
Company, equal to the interest payable on such interest payment date on the
principal amount at maturity being converted. No fractional shares will be
issued upon any conversion, but an adjustment in cash will be made, as provided
in the Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Note or Notes for conversion.

     Any Notes called for redemption, unless surrendered for conversion on or
before the close of business on the date fixed for redemption, may be deemed to
be purchased from the holder of such Notes at an amount equal to the applicable
Redemption Price, together with accrued interest to the date fixed for
redemption, by one or more investment bankers or other purchasers who may agree
with the Company to purchase such Notes from the holders thereof and convert
them into Common Stock of the Company and to make payment for such Notes as
aforesaid to the Trustee in trust for such holders.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount at maturity will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

     The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note registrar), for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor any

                                       6
<PAGE>

other conversion agent nor any Note registrar shall be affected by any notice to
the contrary.  All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

     No recourse for the payment of the principal amount at maturity, Issue
Price, Redemption Price, Change in Control Purchase Price or any interest on
this Note, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or any indenture supplemental thereto or in any Note, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     This Note shall be deemed to be a contract made under the laws of New York,
and for all purposes shall be construed in accordance with the laws of New York,
without regard to principles of conflicts of laws.

     Terms used in this Note and defined in the Indenture are used herein as
therein defined.

                                       7
<PAGE>

                                 ABBREVIATIONS


     The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -- as tenants in                     UNIF GIFT MIN ACT --
common

TEN ENT -- as tenants by the                 _________________ Custodian
entireties     (Cust)

JT TEN -- as joint tenants                   _____________________ under
with right of survivorship and               (Minor)
not as tenants in common

    Uniform Gifts to Minors Act
    ____________________(State)


                   Additional abbreviations may also be used
                         though not in the above list.

                                       8
<PAGE>

                               CONVERSION NOTICE

To:  CAPSTAR HOTEL COMPANY

     The undersigned registered owner of this Note hereby irrevocably exercises
the option to convert this Note, or the portion hereof (which is $1,000
principal amount at maturity or an integral multiple thereof) below designated,
into shares of Common Stock of CapStar Hotel Company in accordance with the
terms of the Indenture referred to in this Note, and directs that the shares
issuable and deliverable upon such conversion, together with any check in
payment for fractional shares and any Notes representing any unconverted
principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. If shares or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will check the appropriate box below and pay all
transfer taxes payable with respect thereto. Any amount required to be paid to
the undersigned on account of interest accompanies this Note.

Dated:                * Sign exactly as name appears on the other side of the
                 Note:


                                   ---------------------------------------
                                   Signature(s)


                                   ---------------------------------------
                                   Signature Guarantee

Fill in for registration of shares of Common Stock if to be issued, and Notes if
to be delivered, other than to and in the name of the registered holder:

---------------------------------------
(Name)

---------------------------------------
(Street Address)

---------------------------------------
(City, State and Zip Code)
Please print name and address
                                   Principal amount at maturity to be converted
                                   (if less than all): $___________

                                   -------------------------------------------
                                   Social Security or Other Taxpayer
                                   Identification Number
<PAGE>

                                  ASSIGNMENT

     For value received _____________________ hereby sell(s), assign(s) and
transfer(s) unto ______________________ (Please insert social security or other
Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints ____________________ attorney to transfer
the said Note on the books of the Company, with full power of substitution in
the premises.



                           OPTION TO ELECT REPAYMENT
                           UPON A CHANGE IN CONTROL


TO:   CAPSTAR HOTEL COMPANY

     The undersigned registered owner of this Note hereby acknowledges receipt
of a notice from CapStar Hotel Company (the "Company") as to the occurrence of a
Change in Control with respect to the Company and requests and instructs the
Company to repay the entire principal amount at maturity of this Note, or the
portion thereof (which is $1,000 principal amount at maturity or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the redemption price, together with
accrued interest to, but excluding, such date, to the registered holder hereof.
Dated:



                                        --------------------------------------

                                        --------------------------------------
                                        Signature(s)

                              NOTICE: The above signatures of the holder(s)
                              hereof must correspond with the name as written
                              upon the face of the Note in every particular
                              without alteration or enlargement or any change
                              whatever.

                              Principal amount at maturity to be repaid (if less
                              than all):

                                        $_______________

                              _________________________________
                              Social Security or Other Taxpayer
                              Identification Number