<PAGE>

                                                                   Exhibit 10.16

================================================================================

                                                                 EXECUTION COPY

                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of January 26, 2001

                                     Among

             MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. and

                      MERISTAR HOSPITALITY FINANCE CORP.

                                  as Issuers

                     MERISTAR HOSPITALITY CORPORATION and

   Certain Subsidiaries of MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

                                 as Guarantors

                                      and

                           LEHMAN BROTHERS INC. and

                        SG COWEN SECURITIES CORPORATION

                             as Initial Purchasers

================================================================================
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                        Page
<S>                                                                     <C>
1.   Definitions.......................................................    1

2.   Securities Subject to This Agreement..............................    4

3.   Registered Exchange Offer.........................................    4

4.   Shelf Registration................................................    6

5.   Liquidated Damages................................................    7

6.   Registration Procedures...........................................    7

7.   Registration Expenses.............................................   15

8.   Indemnification and Contribution..................................   16

9.   Rule 144A.........................................................   19

10.  Participation in Underwritten Registrations.......................   19

11.  Selection of Underwriters.........................................   19

12.  Miscellaneous.....................................................   19
</TABLE>


<PAGE>

          This Registration Rights Agreement (this "Agreement") is made and
                                                    ---------
entered into as of January 26, 2001, by and among MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited partnership (the "Company"), MeriStar
                                                        -------
Hospitality Finance Corp., a Delaware corporation (the "Co-Issuer"; and,
                                                        ---------
together with the Company, the "Issuers"), MeriStar Hospitality Corporation, a
                                -------
Maryland corporation (the "Parent"), the Subsidiary Guarantors listed on the
                           ------
signature pages hereto (the "Subsidiary Guarantors"; and, together with the
                             ---------------------
Parent, the "Guarantors"; the Guarantors and the Issuers being collectively
             ----------
referred to herein as the "Issuing Parties") and Lehman Brothers Inc. and SG
                           ---------------
Cowen Securities Corporation (collectively, the "Initial Purchasers").
                                                 -------------------

          This Agreement is entered into in connection with the Purchase
Agreement, dated January 19, 2001, among the Company, the Parent and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
                 ------------------
Issuers to the Initial Purchasers of (i) $270,000,000 principal amount of the
Issuers' 9% Senior Notes due 2008 (the "2008 Notes") and (ii) $180,000,000
                                        ----------
principal amount of the Issuers' 9 1/8% Senior Notes due 2011 (the "2011 Notes";
                                                                    ----------
and, together with the 2008 Notes, the "Notes").  The Notes will be guaranteed
                                        -----
on a senior basis by guarantees (the "Guarantees") issued by the Guarantors. The
                                      ----------
Notes and the Guarantees are collectively referred to herein as the
"Securities". Capitalized terms used but not specifically defined herein have
 ----------
the respective meanings ascribed thereto in the Purchase Agreement.  As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to their obligations thereunder, the Issuing Parties
agree with the Initial Purchasers, for the benefit of the holders of the
Securities (including the Initial Purchasers), as follows:

     1.   Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:

          2008 Notes:  As defined in the preamble hereto.
          ----------

          2011 Notes:  As defined in the preamble hereto.
          ----------

          Affiliate:   As defined in Rule 405 under the Securities Act.
          ----------

          Broker-Dealer:  Any broker or dealer registered under the Exchange
          -------------
     Act.

          Business Day:  As defined in the Indenture.
          ------------

          Closing Date:  The date on which the Securities were sold.
          ------------

          Co-Issuer:   As defined in the preamble hereto.
          ---------

          Commission:  The Securities and Exchange Commission.
          ----------

          Company:  As defined in the preamble hereto.
          -------

          Consummate:  A Registered Exchange Offer shall be deemed
          ----------
     "Consummated" for purposes of this Agreement upon the occurrence of (i) the
     filing and effectiveness under the Securities Act of the Exchange Offer
     Registration Statement relating to the Exchange
<PAGE>

     Securities to be issued in the Exchange Offer, (ii) the maintenance of such
     Registration Statement continuously effective and the keeping of the
     Exchange Offer open for a period not less than the minimum period required
     pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuing
     Parties of the Exchange Securities in the same aggregate principal amount
     as the aggregate principal amount of Transfer Restricted Securities that
     were validly tendered by Holders thereof pursuant to the Exchange Offer.

          Damages Payment Date:  With respect to the Securities, each
          --------------------
     Distribution Date until the earlier of (i) the date on which Liquidated
     Damages no longer are payable or (ii) maturity of the Securities.

          Distribution Date:  Every January 15 and July 15 of each year,
          -----------------
     beginning with July 15, 2001; provided, that if any such day is not a
                                   --------
     Business Day, the Distribution Date shall be the next succeeding Business
     Day.

          Effectiveness Target Date:  As defined in Section 5 hereof.
          -------------------------

          Exchange Act:  The Securities Exchange Act of 1934, as amended.
          ------------

          Exchange Offer:  The registration by the Issuing Parties under the
          --------------
     Securities Act of the Exchange Securities pursuant to a Registration
     Statement pursuant to which the Issuing Parties offer the Holders of all
     outstanding Transfer Restricted Securities the opportunity to exchange all
     such outstanding Transfer Restricted Securities held by such Holders for
     Exchange Securities in an aggregate amount equal to the aggregate amount of
     the Transfer Restricted Securities tendered in such exchange offer by such
     Holders.

          Exchange Offer Registration Statement:  The Registration Statement
          -------------------------------------
     relating to the Exchange Offer, including the Prospectus which forms a part
     thereof.

          Exchange Securities:  The Securities to be issued pursuant to the
          -------------------
     Indenture in the Exchange Offer.

          Guarantees:  As defined in the preamble hereto.
          ----------

          Guarantors:  As defined in the preamble hereto.
          ----------

          Holders:  As defined in Section 2 hereof.
          -------

          Indenture:  The Indenture, dated as of January 26, 2001, among the
          ---------
     Issuing Parties and the Trustee, pursuant to which the Securities are to be
     issued, as such Indenture is amended or supplemented from time to time in
     accordance with the terms thereof.

          Initial Purchasers:  As defined in the preamble hereto.
          ------------------

          Issuers:  As defined in the preamble hereto.
          -------

          Issuing Parties:  As defined in the preamble hereto.
          ---------------

                                      -2-
<PAGE>

          Liquidated Damages:  As defined in Section 5 hereof.
          ------------------

          NASD:  National Association of Securities Dealers, Inc.
          ----

          Notes:  As defined in the preamble hereto.
          -----

          Participant:  As defined in Section 8 hereof.
          -----------

          Person:  An individual, partnership, corporation, limited liability
          ------
     company, trust or unincorporated organization, or a government or agency or
     political subdivision thereof.

          Prospectus:  The prospectus included in a Registration Statement, as
          ----------
     amended or supplemented by any prospectus supplement and by all other
     amendments thereto, including post-effective amendments, and all material
     incorporated by reference into such Prospectus.

          Purchase Agreement:  As defined in the preamble hereto.
          ------------------

          Registration Default:  As defined in Section 5 hereof.
          --------------------

          Registration Statement:  Any registration statement of the Issuing
          ----------------------
     Parties relating to (a) an offering of Exchange Securities pursuant to an
     Exchange Offer or (b) the registration for resale of Transfer Restricted
     Securities pursuant to the Shelf Registration Statement, which is filed
     pursuant to the provisions of this Agreement, in either case, including the
     Prospectus included therein, all amendments and supplements thereto
     (including post-effective amendments) and all exhibits and material
     incorporated by reference therein.

          Securities:  As defined in the preamble hereto.
          ----------

          Securities Act:  The Securities Act of 1933, as amended.
          --------------

          Shelf Filing Deadline:  As defined in Section 4 hereof.
          ---------------------

          Shelf Registration Statement:  As defined in Section 4 hereof.
          ----------------------------

          Subsidiary Guarantors:  As defined in the preamble hereto.
          ---------------------

          TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-
          ---
     77bbbb), as amended.

          Transfer Restricted Securities:  Each Security, until the earliest to
          ------------------------------
     occur of (a) the date on which such Security has been exchanged by a person
     other than a Broker-Dealer for Exchange Securities in the Exchange Offer,
     (b) following the exchange by a Broker-Dealer in the Exchange Offer of such
     Security for one or more Exchange Securities, the date on which such
     Exchange Securities are sold to a purchaser who receives from such Broker-
     Dealer on or prior to the date of such sale a copy of the prospectus
     contained in


                                      -3-
<PAGE>

     the Exchange Offer Registration Statement, (c) the date on which such
     Security has been effectively registered under the Securities Act and
     disposed of in accordance with the Shelf Registration Statement or (d) the
     date on which such Security is eligible to be distributed to the public
     pursuant to Rule 144 under the Securities Act;

          Trustee:  U.S. Bank Trust National Association, in its capacity as
          -------
     trustee under the Indenture.

          Underwritten Registration or Underwritten Offering:  A registration in
          -------------------------    ---------------------
     which securities of the Issuing Parties are sold to an underwriter for
     reoffering to the public.

     2.   Securities Subject to This Agreement.

          (a)  Transfer Restricted Securities.  The securities entitled to the
               ------------------------------
benefits of this Agreement are the Transfer Restricted Securities.

          (b)  Holders of Transfer Restricted Securities. A Person is deemed to
               -----------------------------------------
be a holder of Transfer Restricted Securities (each, a "Holder") whenever such
                                                        ------
Person owns Transfer Restricted Securities.

     3.   Registered Exchange Offer. (a) Unless the Exchange Offer shall not be
permissible under applicable law or Commission policy (after the procedures set
forth in Section 6(a) below have been complied with) or one of the events set
forth in Section 4(a)(ii) has occurred the Issuing Parties shall (i) cause to be
filed with the Commission promptly after the Closing Date, but in no event later
than 150 days after the Closing Date, a Registration Statement under the
Securities Act relating to the Exchange Securities and the Exchange Offer, (ii)
use their best efforts to cause such Registration Statement to become effective
no later than 210 days after the Closing Date, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become
effective, (B) if applicable, a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the
Exchange Securities to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) unless the
Exchange Offer would not be permitted by applicable law or Commission policy,
the Issuing Parties will commence the Exchange Offer and use their best efforts
to issue on or prior to 30 business days after the date on which such
Registration Statement was declared effective by the Commission, Exchange
Securities in exchange for all Transfer Restricted Securities tendered prior
thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting registration of the Exchange Securities to be offered in
exchange for the Transfer Restricted Securities and to permit resales of
Exchange Securities held by Broker-Dealers as contemplated by Section 3(c)
below. The 90, 150 and 30 business day periods referred to in (i), (ii) and
(iii) of this Section 3(a) shall not include any period during which the Issuing
Parties are pursuing a Commission ruling pursuant to Section 6(a)(i) below.

          (b)  The Issuing Parties shall use their best efforts to cause the
Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities

                                      -4-
<PAGE>

laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 business days. The Issuing Parties shall cause the
Exchange Offer to comply in all material respects with all applicable federal
and state securities laws. No securities other than the Exchange Securities
shall be included in the Exchange Offer Registration Statement. Each of the
Issuing Parties shall use its best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days thereafter.

          (c)  The Issuing Parties shall indicate in a "Plan of Distribution"
section contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Securities that are Transfer
Restricted Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Issuing Parties), may exchange
such Securities pursuant to the Exchange Offer; however, such Broker-Dealer may
be deemed to be an "underwriter" within the meaning of the Securities Act and
must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the Exchange Securities received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement.  Such "Plan of Distribution"
section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Exchange Securities held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy announced after the date of this Agreement.

          The Issuing Parties shall use their best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Exchange Securities acquired by
Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period of 180 days from the
date on which the Exchange Offer Registration Statement is declared effective.

          The Issuing Parties shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 180-day period in order to facilitate such resales.


                                      -5-
<PAGE>

     4.   Shelf Registration.

          (a)  Shelf Registration.  If (i) the Issuing Parties are not required
               ------------------
to file an Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) if any Holder of Transfer Restricted Securities that
is a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act) shall notify the Issuing Parties prior to the 20/th/ day
following the Consummation of the Exchange Offer (A) that such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (B) that such Holder may not resell the Exchange Securities
acquired by it in the Exchange Offer to the public without delivering a
prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or
(C) that such Holder is a Broker-Dealer and holds Securities acquired directly
from an Issuing Party or one of its Affiliates, then the Issuing Parties shall
in lieu of, or in the event of (ii) above, in addition to effecting the
registration of the Exchange Securities pursuant to the Exchange Offer
Registration Statement, use their best efforts to:

               (x)  cause to be filed a shelf registration statement pursuant to
     Rule 415 under the Securities Act, which may be an amendment to the
     Exchange Offer Registration Statement (in either event, the "Shelf
                                                                  -----
     Registration Statement"), on or prior to the earlier to occur of (1) the
     ----------------------
     60th day after the date on which the Issuing Parties determine that they
     are not required to file the Exchange Offer Registration Statement or (2)
     the 60th day after the date on which the Issuing Parties receive notice
     from a Holder of Transfer Restricted Securities as contemplated by clause
     (ii) above (such earlier date being the "Shelf Filing Deadline"), which
                                              ---------------------
     Shelf Registration Statement shall provide for resales of all Transfer
     Restricted Securities the Holders of which shall have provided the
     information required pursuant to Section 4(b) hereof; and

               (y)  cause such Shelf Registration Statement to be declared
     effective by the Commission on or before the 120th day after the Shelf
     Filing Deadline.

The Issuing Parties shall use their best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Securities by the Holders of Transfer
Restricted Securities entitled to the benefit of this Section 4(a), and to
ensure that it conforms with the requirements of this Agreement, the Securities
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period ending on the second anniversary of the Closing Date.

          (b)  Provision by Holders of Certain Information in Connection with
               --------------------------------------------------------------
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
--------------------------------
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuing Parties in writing, within 20 business days after receipt of a
request therefor, such information as the Issuing Parties may reasonably request
for use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. No Holder of Transfer Restricted
Securities shall be entitled to


                                      -6-
<PAGE>

Liquidated Damages pursuant to Section 5 hereof unless and until such Holder
shall have used its best efforts to provide all such reasonably requested
information. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Issuing Parties all information
required to be disclosed in order to make the information previously furnished
to the Issuing Parties by such Holder not materially misleading.

     5.   Liquidated Damages

          (a)  If (a) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (b) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "Effectiveness Target Date"), (c) the
                                           -------------------------
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (d) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself immediately declared effective (each such event
referred to in clauses (a) through (d), a "Registration Default"), the Issuing
                                           --------------------
Parties will jointly and severally be obligated to pay additional cash interest
("Liquidated Damages") to each Holder of the Securities commencing upon the
  ------------------
occurrence of such Registration Default in an amount equal to $.05 per week per
$1,000 principal amount of Securities held by such Holder.  The amount of
Liquidated Damages will increase by an additional $.05 per week per $1,000
principal amount of Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
Liquidated Damages of $.50 per week per $1,000 principal amount of Securities.
All accrued Liquidated Damages shall be paid to Holders by the Issuing Parties
in the same manner as interest is paid pursuant to the Indenture.  Following the
cure of all Registration Defaults relating to any particular Transfer Restricted
Securities, the accrual of Liquidated Damages with respect to such Transfer
Restricted Securities will cease.

          All obligations of the Issuing Parties set forth in the preceding
paragraph that have accrued and are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such Transfer Restricted Security shall have been satisfied in full.

          (b)  The Issuing Parties shall notify the Trustee within one business
day after each and every date on which an event occurs in respect of which
Liquidated Damages are required to be paid (an "Event Date").  Liquidated
                                                ----------
Damages shall be paid by depositing Liquidated Damages with the Trustee, in
trust, for the benefit of the Holders of the Securities, on or before the
applicable Interest Payment Date (whether or not any payment other than
Liquidated Damages is payable on such Securities), in immediately available
funds in sums sufficient to pay the Liquidated Damages then due to such Holders.
Each obligation to pay Liquidated Damages shall be deemed to accrue from the
applicable date of the occurrence of the Registration Default.

     6.   Registration Procedures.


                                      -7-
<PAGE>

          (a)  Exchange Offer Registration Statement.  In connection with the
               -------------------------------------
Exchange Offer, the Issuing Parties shall comply with all of the provisions of
Section 6(c) below, shall use their best efforts to effect such exchange to
permit the sale of Transfer Restricted Securities being sold in accordance with
the intended method or methods of distribution thereof, and shall comply with
all of the following provisions:

               (i)   If in the reasonable opinion of counsel to the Issuing
     Parties there is a question as to whether the Exchange Offer is permitted
     by applicable law, the Issuing Parties hereby agree to seek a no-action
     letter or other favorable decision from the Commission allowing the Issuing
     Parties to Consummate an Exchange Offer for such Securities.  The Issuing
     Parties hereby agree to pursue the issuance of such a decision to the
     Commission staff level but shall not be required to take commercially
     unreasonable action to effect a change of Commission policy.  The Issuing
     Parties hereby agree, however, to (A) participate in telephonic conferences
     with the Commission, (B) deliver to the Commission staff an analysis
     prepared by counsel to the Issuing Parties setting forth the legal bases,
     if any, upon which such counsel has concluded that such an Exchange Offer
     should be permitted and (C) diligently pursue a resolution (which need not
     be favorable) by the Commission staff of such submission.

               (ii)  As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Issuing Parties, prior to
     the Consummation thereof, a written representation to the Issuing Parties
     (which may be contained in the letter of transmittal contemplated by the
     Exchange Offer Registration Statement) to the effect that (A) it is not an
     affiliate of any of the Issuing Parties, (B) it is not engaged in, and does
     not intend to engage in, and has no arrangement or understanding with any
     person to participate in, a distribution of the Exchange Securities to be
     issued in the Exchange Offer and (C) it is acquiring the Exchange
     Securities in its ordinary course of business.  In addition, all such
     Holders of Transfer Restricted Securities shall otherwise cooperate in the
     Issuing Parties' preparations for the Exchange Offer.  Each Holder hereby
     acknowledges and agrees that any Broker-Dealer and any such Holder using
     the Exchange Offer to participate in a distribution of the securities to be
     acquired in the Exchange Offer (1) could not under Commission policy as in
     effect on the date of this Agreement rely on the position of the Commission
     enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
                   ----------------------------
     Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted
     ----------------------------------
     in the Commission's letter to Shearman & Sterling dated July 2, 1993, and
     similar no-action letters (including Brown & Wood LLP (available February
                                          ----------------
     7, 1997), and any no-action letter obtained pursuant to clause (i) above),
     and (2) must comply with the registration and prospectus delivery
     requirements of the Securities Act in connection with a secondary resale
     transaction and that such a secondary resale transaction should be covered
     by an effective registration statement containing the selling security
     holder information required by Item 507 or 508, as applicable, of
     Regulation S-K if the resales are of Exchange Securities obtained by such
     Holder in exchange for Securities acquired by such Holder directly from the
     Issuing Parties.

               (iii) Prior to the effectiveness of the Exchange Offer
     Registration Statement, the Issuing Parties shall provide a supplemental
     letter to the Commission (A)


                                      -8-
<PAGE>

     stating that the Issuing Parties are registering the Exchange Offer in
     reliance on the position of the Commission enunciated in Exxon Capital
                                                              -------------
     Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
     --------------------                           ---------------------
     (available June 5, 1991), Brown & Wood LLP (available February 7, 1997)
                               ----------------
     and, if applicable, any no-action letter obtained pursuant to clause (i)
     above and (B) including a representation that the Issuing Parties have not
     entered into any arrangement or understanding with any Person to distribute
     the Exchange Securities to be received in the Exchange Offer and that, to
     the best of the Issuing Parties' information and belief, each Holder
     participating in the Exchange Offer is acquiring the Exchange Securities in
     its ordinary course of business and has no arrangement or understanding
     with any Person to participate in the distribution of the Exchange
     Securities received in the Exchange Offer.

          (b) Shelf Registration Statement.  In connection with the Shelf
              ----------------------------
Registration Statement, the Issuing Parties shall comply with all the provisions
of Section 6(c) below and shall use their best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Issuing Parties will as expeditiously as possible prepare
and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall
be available for the sale of the Transfer Restricted Securities in accordance
with the intended method or methods of distribution thereof.

          (c) General Provisions. In connection with any Registration Statement
              ------------------
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Securities by
Broker-Dealers), the Issuing Parties shall:

              (i)  use their best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements for
     the period specified in Section 3 or 4 of this Agreement, as applicable;
     upon the occurrence of any event that would cause any such Registration
     Statement or the Prospectus contained therein (A) to contain a material
     misstatement or omission or (B) not to be effective and usable for resale
     of Transfer Restricted Securities during the period required by this
     Agreement, the Issuing Parties shall file promptly an appropriate amendment
     to such Registration Statement, in the case of clause (A), correcting any
     such misstatement or omission, and, in the case of either clause (A) or
     (B), use their best efforts to cause such amendment to be declared
     effective and such Registration Statement and the related Prospectus to
     become usable for their intended purpose(s) as soon as practicable
     thereafter;

              (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, as applicable, or such shorter period as
     will terminate when all Transfer Restricted Securities covered by such
     Registration Statement have been sold; cause the Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the Securities Act, and to comply
     fully with the applicable provisions of Rules 424 and 430A under the
     Securities Act in a

                                      -9-
<PAGE>

     timely manner; and comply with the provisions of the Securities Act with
     respect to the disposition of all securities covered by such Registration
     Statement during the applicable period in accordance with the intended
     method or methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

               (iii) in the case of a Shelf Registration, advise the
     underwriter(s), if any, and selling Holders promptly and, if requested by
     such Persons, to confirm such advice in writing, (A) when the Prospectus or
     any Prospectus supplement or post-effective amendment has been filed, and,
     with respect to any Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Securities Act or
     of the suspension by any state securities commission of the qualification
     of the Transfer Restricted Securities for offering or sale in any
     jurisdiction, or the initiation of any proceeding for any of the preceding
     purposes, (D) of the existence of any fact or the happening of any event
     that makes any statement of a material fact made in the Registration
     Statement, the Prospectus, any amendment or supplement thereto, or any
     document incorporated by reference therein untrue, or that requires the
     making of any additions to or changes in the Registration Statement or the
     Prospectus in order to make the statements therein not misleading.  If at
     any time the Commission shall issue any stop order suspending the
     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the Issuing
     Parties shall use their best efforts to obtain the withdrawal or lifting of
     such order at the earliest possible time;

               (iv)  in the case of a Shelf Registration, furnish to each of the
     selling or exchanging Holders and each of the underwriter(s), if any,
     before filing with the Commission, copies of any Registration Statement or
     any Prospectus included therein or any amendments or supplements to any
     such Registration Statement or Prospectus (including all documents
     incorporated by reference after the initial filing of such Registration
     Statement), which documents will be subject to the review of such Holders
     and underwriter(s), if any, for a period of at least five business days,
     and the Issuing Parties will not file any such Registration Statement or
     Prospectus or any amendment or supplement to any such Registration
     Statement or Prospectus (including all such documents incorporated by
     reference) to which selling Holders of a majority in Liquidation Amount of
     Transfer Restricted Securities covered by such Registration Statement or
     the underwriter(s), if any, shall reasonably object within five business
     days after the receipt thereof.  A selling Holder or underwriter, if any,
     shall be deemed to have reasonably objected to such filing if such
     Registration Statement, amendment, Prospectus or supplement, as applicable,
     as proposed to be filed, contains a material misstatement or omission;

               (v)   in the case of a Shelf Registration, promptly prior to the
     filing of any document that is to be incorporated by reference into a
     Registration Statement or


                                     -10-
<PAGE>

     Prospectus, provide copies of such document to the selling Holders and to
     the underwriter(s), if any, make the Issuing Parties' representatives
     available for discussion of such document and other customary due diligence
     matters, and include such information in such document prior to the filing
     thereof as such selling Holders or underwriter(s), if any, reasonably may
     request;

               (vi)   in the case of a Shelf Registration, make available at
     reasonable times for inspection by the selling Holders, any underwriter
     participating in any disposition pursuant to such Registration Statement,
     and any attorney or accountant retained by such selling Holders or any of
     the underwriter(s), all financial and other records, pertinent corporate
     documents and properties of the Issuing Parties and cause the Issuing
     Parties' officers, directors, managers and employees to supply all
     information reasonably requested by any such Holder, underwriter, attorney
     or accountant in connection with such Registration Statement subsequent to
     the filing thereof and prior to its effectiveness;

               (vii)  in the case of a Shelf Registration, if requested by any
     selling Holders or the underwriter(s), if any, promptly incorporate in any
     Registration Statement or Prospectus, pursuant to a supplement or post-
     effective amendment if necessary, such information as such selling Holders
     and underwriter(s), if any, may reasonably request to have included
     therein, including, without limitation, information relating to the "Plan
                                                                          ----
     of Distribution" of the Transfer Restricted Securities, information with
     ---------------
     respect to the principal amount of Transfer Restricted Securities being
     sold to such underwriter(s), the purchase price being paid therefor and any
     other terms of the offering of the Transfer Restricted Securities to be
     sold in such offering; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Issuing Parties are notified of the matters to be incorporated in such
     Prospectus supplement or post-effective amendment;

               (viii) cause the Transfer Restricted Securities covered by the
     Registration Statement to be rated with the appropriate rating agencies, if
     so requested by the Holders of a majority in aggregate principal amount of
     Securities covered thereby or the underwriter(s), if any;

               (ix)   in the case of a Shelf Registration, furnish to each
     selling Holder and each of the underwriter(s), if any, without charge, at
     least one copy of the Registration Statement, as first filed with the
     Commission, and of each amendment thereto, including all documents
     incorporated by reference therein and all exhibits (including exhibits
     incorporated therein by reference);

               (x)    in the case of a Shelf Registration, deliver to each
     selling Holder and each of the underwriter(s), if any, without charge, as
     many copies of the Prospectus (including each preliminary prospectus) and
     any amendment or supplement thereto as such Persons reasonably may request;
     each of the Issuing Parties hereby consent to the use of the Prospectus and
     any amendment or supplement thereto by each of the selling Holders and each
     of the underwriter(s), if any, in connection with the offering and the


                                     -11-
<PAGE>

     sale of the Transfer Restricted Securities covered by the Prospectus or any
     amendment or supplement thereto;

               (xi) in the case of a Shelf Registration, enter into such
     agreements (including an underwriting agreement), and make such
     representations and warranties, and take all such other actions in
     connection therewith in order to expedite or facilitate the disposition of
     the Transfer Restricted Securities pursuant to any Registration Statement
     contemplated by this Agreement, all to such extent as may be requested by
     any Purchaser or by any Holder of Transfer Restricted Securities or
     underwriter in connection with any sale or resale pursuant to any
     Registration Statement contemplated by this Agreement; and in connection
     with an Underwritten Registration, the Issuing Parties shall:

               (A)  upon request, furnish to each selling Holder and each
          underwriter, if any, in such substance and scope as they may request
          and as are customarily made by issuers to underwriters in primary
          underwritten offerings, upon the date of the effectiveness of the
          Shelf Registration Statement:

                    (1)  a certificate, dated the date of the effectiveness of
               the Shelf Registration Statement, signed by (y) the Chairman of
               the Board, its President or a Vice President and (z) the Chief
               Financial Officer of the Issuing Parties, confirming, as of the
               date thereof, such matters as such parties may reasonably
               request;

                    (2)  an opinion, dated the date of the effectiveness of the
               Shelf Registration Statement, of counsel for the Issuing Parties,
               covering such matters as such parties may reasonably request, and
               in any event including a statement to the effect that such
               counsel has participated in conferences with officers and other
               representatives of the Issuing Parties,  representatives of the
               independent public accountants for the Issuing Parties, the
               Initial Purchasers' representatives and the Initial Purchasers'
               counsel in connection with the preparation of such Registration
               Statement and the related Prospectus and have considered the
               matters required to be stated therein and the statements
               contained therein, although such counsel has not independently
               verified the accuracy, completeness or fairness of such
               statements; and that such counsel advises that, on the basis of
               the foregoing (relying as to materiality to a large extent upon
               facts provided to such counsel by officers and other
               representatives of the Issuing Parties and without independent
               check or verification), no facts came to such counsel's attention
               that caused such counsel to believe that the applicable
               Registration Statement, at the time such Registration Statement
               or any post-effective amendment thereto became effective,
               contained an untrue statement of a material fact or omitted to
               state a material fact required to be stated therein or necessary
               to make the statements therein not misleading, or that the
               Prospectus contained in such Registration Statement as of its
               date, contained an untrue statement of a material fact or omitted
               to state a material fact necessary in order to make the
               statements


                                     -12-
<PAGE>

               therein, in light of the circumstances under which they were
               made, not misleading. Without limiting the foregoing, such
               counsel may state further that such counsel assumes no
               responsibility for, and has not independently verified, the
               accuracy, completeness or fairness of the financial statements,
               notes and schedules and other financial and statistical data
               included in any Registration Statement contemplated by this
               Agreement or the related Prospectus; and

                      (3)  a customary comfort letter, dated the date of the
               effectiveness of the Shelf Registration Statement, from the
               Issuing Parties' independent accountants, in the customary form
               and covering matters of the type customarily covered in comfort
               letters to underwriters in connection with primary underwritten
               offerings.

               (B)    set forth in full or incorporated by reference in the
          underwriting agreement, if any, the indemnification provisions and
          procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (C)    deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Issuing
          Parties pursuant to this clause (xi), if any.

               If at any time the representations and warranties of the Issuing
          Parties contemplated in clause (A)(1) above cease to be true and
          correct, the Issuing Parties shall so advise the Initial Purchasers
          and the underwriter(s), if any, and each selling Holder promptly and,
          if requested by such Persons, shall confirm such advice in writing;

               (xii)  in the case of a Shelf Registration, prior to any public
     offering of Transfer Restricted Securities, cooperate with the selling
     Holders, the underwriter(s), if any, and their respective counsel in
     connection with the registration and qualification of the Transfer
     Restricted Securities under the securities or Blue Sky laws of such
     jurisdictions as the selling Holders or underwriter(s) may reasonably
     request and do any and all other acts or things necessary or advisable to
     enable the disposition in such jurisdictions of the Transfer Restricted
     Securities covered by the Shelf Registration Statement; provided, however,
     that the Issuing Parties shall not be required to register or qualify as a
     foreign corporation where it is not now so qualified or to take any action
     that would subject it to the service of process in suits or to taxation,
     other than as to matters and transactions relating to the Registration
     Statement, in any jurisdiction where it is not now so subject;

               (xiii) in the case of a Shelf Registration, shall issue, upon the
     request of any Holder of Securities covered by the Shelf Registration
     Statement, Exchange Securities in the same amount as the Securities
     surrendered to the Issuing Parties by such Holder in exchange therefor or
     being sold by such Holder; such Exchange Securities to be registered in the
     name of such Holder or in the name of the purchaser(s) of such


                                     -13-
<PAGE>

     Exchange Securities, as the case may be; in return, the Securities held by
     such Holder shall be surrendered to the Issuing Parties for cancellation;

               (xiv)   in the case of a Shelf Registration, cooperate with the
     selling Holders and the underwriter(s), if any, to facilitate the timely
     preparation and delivery of certificates representing Transfer Restricted
     Securities to be sold and not bearing any restrictive legends; and enable
     such Transfer Restricted Securities to be in such denominations and
     registered in such names as the Holders or the underwriter(s), if any, may
     request at least two business days prior to any sale of Transfer Restricted
     Securities made by such underwriter(s);

               (xv)    use their best efforts to cause the Transfer Restricted
     Securities covered by the Registration Statement to be registered with or
     approved by such other governmental agencies or authorities as may be
     necessary to enable the seller or sellers thereof or the underwriter(s), if
     any, to consummate the disposition of such Transfer Restricted Securities,
     subject to the proviso contained in clause (xii) above;

               (xvi)   if any fact or event contemplated by clause (c)(iii)(D)
     above shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein not misleading;

               (xvii)  provide CUSIP numbers for all Transfer Restricted
     Securities not later than the effective date of the Registration Statement
     and provide certificates for the Transfer Restricted Securities;

               (xviii) cooperate and assist in any filings required to be made
     with the NASD and in the performance of any due diligence investigation by
     any underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD, and use their best efforts to cause such Registration Statement to
     become effective and approved by such governmental agencies or authorities
     as may be necessary to enable the Holders selling Transfer Restricted
     Securities to consummate the disposition of such Transfer Restricted
     Securities; provided, however, that no Issuing Party shall be required to
     register or qualify as a foreign corporation where it is not now so
     qualified or to take any action that would subject it to the service of
     process in suits or to taxation, other than as to matters and transactions
     relating to the Registration Statement, in any jurisdiction where it is not
     now so subject;

               (xix)   otherwise use their best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to their security holders, as soon as practicable, a consolidated
     earnings statement meeting the requirements of Rule 158 (which need not be
     audited) for the twelve-month period (A) commencing at the end of any
     fiscal quarter in which Transfer Restricted Securities are


                                     -14-
<PAGE>

     sold to underwriters in a firm or best efforts Underwritten Offering or (B)
     if not sold to underwriters in such an offering, beginning with the first
     month of the respective Issuing Party's first fiscal quarter commencing
     after the effective date of the Registration Statement;

               (xx)  cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement, and, in connection therewith, cooperate with the Trustee
     and the Holders of Securities to effect such changes to the Indenture as
     may be required for such Indenture to be so qualified in accordance with
     the terms of the TIA; and execute and use their best efforts to cause the
     Trustee to execute all documents that may be required to effect such
     changes and all other forms and documents required to be filed with the
     Commission to enable such Indenture to be so qualified in a timely manner;
     and

               (xxi) provide promptly to each Holder upon request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act.

          Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Issuing Parties of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof, or until it is advised in writing (the "Advice") by the Issuing Parties
                                                ------
that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus.  If so directed by the Issuing Parties, each Holder will deliver to
the Issuing Parties (at the Issuing Parties' expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such notice.  In the event the Issuing Parties shall give any such
notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including
the date when each selling Holder covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated
by Section 6(c)(xvi) hereof or shall have received the Advice.

     7.   Registration Expenses.

          All expenses incident to the Issuing Parties' performance of or
compliance with this Agreement will be borne, jointly and severally, by the
Issuing Parties, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Purchaser or Holder with the NASD
(and, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel that may be required by the rules and regulations
of the NASD)); (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Exchange Securities to be issued in the Exchange
Offer and printing of Prospectuses), and associated messenger and delivery


                                     -15-
<PAGE>

services and telephone; (iv) all fees and disbursements of counsel for the
Issuing Parties; (v) all application and filing fees in connection with listing
Securities on a national securities exchange or automated quotation system; and
(vi) all fees and disbursements of independent certified public accountants of
the Issuing Parties (including the expenses of any special audit and comfort
letters required by or incident to such performance).

          Each Issuing Party will, in any event, bear their internal expenses
(including, without limitation, all salaries and expenses of their officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by such Issuing Party.

          8.   Indemnification and Contribution.

               (a)  In connection with a Shelf Registration Statement or in
connection with any delivery of a Prospectus contained in an Exchange Offer
Registration Statement by any participating Broker-Dealer or Initial Purchasers,
as applicable, who seeks to sell Exchange Securities, each of the Issuing
Parties, jointly and severally, shall indemnify and hold harmless each Holder of
Transfer Restricted Securities included within any such Shelf Registration
Statement and each participating Broker-Dealer or Initial Purchasers selling
Exchange Securities, and each person, if any, who controls any such person
within the meaning of Section 15 of the Securities Act (each, a "Participant")
                                                                 -----------
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of Securities) to
which such Participant or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any such Registration Statement
or any prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse each Participant promptly upon demand for any
legal or other expenses reasonably incurred by such Participant in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that (i) no Issuing Party shall be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any such Registration Statement or any prospectus
forming part thereof or in any such amendment or supplement in reliance upon and
in conformity with written information furnished to such Issuing Party by or on
behalf of any Participant specifically for inclusion therein; and provided
further that as to any preliminary Prospectus, the indemnity agreement contained
in this Section 8(a) shall not inure to the benefit of any such Participant or
any controlling person of such Participant on account of any loss, claim,
damage, liability or action arising from the sale of the Exchange Securities to
any person by that Participant if (i) that Participant failed to send or give a
copy of the Prospectus, as the same may be amended or supplemented, to that
person within the time required by the Securities Act and (ii) the untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact in such preliminary Prospectus was corrected
in the Prospectus, unless, in each case, such failure resulted from non-
compliance by any Issuing Party with Section 6(c). The


                                     -16-
<PAGE>

foregoing indemnity agreement is in addition to any liability which any Issuing
Party may otherwise have to any Participant or to any controlling person of that
Participant.

          (b)  Each Participant, severally and not jointly, shall indemnify and
hold harmless each of the Issuing Parties, their respective directors, officers,
employees or agents and each person, if any, who controls any Issuing Party
within the meaning of Section 15 of the Securities Act, from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which any Issuing Party or any such director, officer, employees or
agents or controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary Prospectus, Registration Statement or
Prospectus or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to such Issuing Party by or on behalf of that
Participant specifically for inclusion herein, and shall reimburse such Issuing
Party and any such director, officer, employees or agents or controlling person
for any legal or other expenses reasonably incurred by such Issuing Party or any
such director, officer, employees or agents or controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred.  The foregoing
indemnity agreement is in addition to any liability which any Participant may
otherwise have to any Issuing Party or any such director, officer or controlling
person.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall have notified the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof with counsel satisfactory to the indemnified party.  After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that the indemnified party shall have the right to employ counsel to represent
jointly the indemnified party and those other Participants and its respective
officers, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Participants against the indemnifying party under this Section 8 if, in the
reasonable judgment of the indemnified party it is advisable for the indemnified
party and those Participants, officers, employees and controlling persons to


                                     -17-
<PAGE>

be jointly represented by separate counsel, and in that event the fees and
expenses of such separate counsel shall be paid by the indemnifying party. In no
event shall the indemnifying parties be liable for the fees and expenses of more
than one counsel (in addition to local counsel). Each indemnified party, as a
condition of the indemnity agreements contained in Section 8, shall use its best
efforts to cooperate with the indemnifying party in the defense of any such
action or claim. No indemnifying party shall (i) without the prior written
consent of the indemnified parties (which consent shall not be unreasonably
withheld), settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding, or (ii) be liable for any settlement
of any such action effected without its written consent (which consent shall not
be unreasonably withheld), but if settled with its written consent or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

          (d)  If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8(a) or 8(b) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, in such
proportion as shall be appropriate to reflect the relative fault of such Issuing
Party on the one hand and the Participants on the other with respect to the
statements or omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
Issuing Party or the Participants, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Issuing Parties and the Participants agree that it
would not be just and equitable if contributions pursuant to this Section 8(d)
were to be determined by pro rata allocation (even if the Participants were
treated as one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations referred to
herein.  The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 8(d) shall be deemed to include, for purposes of this
Section 8(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions of this Section 8(d), no Participant
shall be required to contribute any amount in excess of the amount by which
proceeds received by such Participant from an offering of the Securities exceeds
the amount of any damages which such Participant has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Participants' obligations to contribute as provided in
this Section 8(d) are several and not joint.


                                     -18-
<PAGE>

     9.   Rule 144A.

          Each of the Issuing Parties hereby agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding, to make available
to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.

     10.  Participation in Underwritten Registrations.

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

     11.  Selection of Underwriters.

          The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Issuing Parties; provided, that
such investment bankers and managers must be reasonably satisfactory to the
Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities included in such offering.

     12.  Miscellaneous.

          (a)  Remedies.  The Issuing Parties agree that monetary damages
               --------
(including Liquidated Damages) would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.

          (b)  No Inconsistent Agreements.  None of the Issuing Parties will, on
               --------------------------
or after the date of this Agreement, enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof.  No Issuing
Party has previously entered into any agreement granting any registration rights
with respect to its securities to any Person (other than Oak Hill Securities
Fund, L.P., Oak Hill Securities Fund II, L.P. or other accounts managed by Oak
Hill Advisors, Inc. or its Affiliates).  The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Issuing Parties' securities under any
agreement in effect on the date hereof.

          (c)  Adjustments Affecting the Securities.  The Issuing Parties will
               ------------------------------------
not take any action, or permit any change to occur, with respect to Securities
that would materially and


                                     -19-
<PAGE>

adversely affect the ability of the Holders to Consummate any Exchange Offer
unless such action or change is required by applicable law.

          (d)  Amendments and Waivers.  The provisions of this Agreement may not
               ----------------------
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Issuing Parties have
obtained the written consent of (i) Holders of a majority of the outstanding
principal amount of the 2008 Notes and (ii) Holders of a majority of the
outstanding principal amount of the 2011 Notes.  Notwithstanding the foregoing,
a waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities being tendered or registered.

          (e)  Notices.  All notices and other communications provided for or
               -------
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

               (i)  if to a Holder, at the address of such Holder maintained by
     the Registrar under the Indenture; and

               (ii) if to any of the Issuing Parties:

                    MeriStar Hospitality Operating Partnership, L.P.
                    1010 Wisconsin Avenue, N.W.
                    Suite 650
                    Washington, DC  20007
                    Attention:  John Emery, Chief Financial Officer
                    Facsimile:  (202) 965-4445


                    With a copy to:

                    Paul, Weiss, Rifkind, Wharton & Garrison
                    1285 Avenue of the Americas
                    New York, New York  10019-6064
                    Attention:  Richard S. Borisoff, Esq.
                    Facsimile:  (212) 373-2523

          All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.


                                     -20-
<PAGE>

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (f) Successors and Assigns.  This Agreement shall inure to the benefit
              ----------------------
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

          (g) Counterparts.  This Agreement may be executed in any number of
              ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) Headings.  The headings in this Agreement are for convenience of
              --------
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law.  This Agreement shall be governed by and construed
              -------------
in accordance with the laws of the State of New York.

          (j) Severability.  In the event that any one or more of the provisions
              ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (k) Entire Agreement.  This Agreement, together with the other
              ----------------
transaction documents, is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein.  There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Issuing Parties with respect to the
Transfer Restricted Securities.  This Agreement supersedes all prior agreements
and understandings among the parties with respect to such subject matter.

          (l) Required Consents.  Whenever the consent or approval of Holders of
              -----------------
a specified percentage of Transfer Restricted Securities is required hereunder,
Transfer Restricted Securities held by any Issuing Party or any of its
respective Affiliates shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

                                     -21-
<PAGE>

          IssN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


                         Issuers:
                         -------

                         MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a
                         Delaware limited partnership


                         By:  MeriStar Hospitality Corporation, as
                              general partner

                              By: /s/ Christopher L. Bennett
                                  --------------------------
                                  Name: Christopher L. Bennett
                                  Title: Vice President, Legal


                         MERISTAR HOSPITALITY FINANCE CORP., a Delaware
                         corporation

                         By: /s/ Christopher L. Bennett
                             --------------------------
                             Name: Christopher L. Bennett
                             Title: Vice President, Legal


                         Parent:
                         ------

                         MERISTAR HOSPITALITY CORPORATION, a Maryland
                         corporation

                         By: /s/ Christopher L. Bennett
                             --------------------------
                             Name: Christopher L. Bennett
                             Title: Vice President, Legal
<PAGE>

                         Subsidiary Guarantors:
                         ---------------------

                         MERISTAR ACQUISITION COMPANY, L.L.C., a Delaware
                         limited liability company

                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, member

                              By:   MeriStar Hospitality Corporation, a Maryland
                                    corporation, general partner

                                    By: /s/ Christopher L. Bennett
                                        --------------------------
                                        Name: Christopher L. Bennett
                                        Title: Vice President, Legal

                         AGH PSS I, INC., a Delaware corporation

                         By: /s/ Christopher L. Bennett
                             --------------------------
                             Name: Christopher L. Bennett
                             Title: Vice President, Legal


                         AGH UPREIT LLC, a Delaware limited liability company

                         By:  MeriStar Hospitality Corporation, a Maryland
                              corporation, member

                              By: /s/ Christopher L. Bennett
                                  --------------------------
                                  Name: Christopher L. Bennett
                                  Title: Vice President, Legal


                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, member

                              By: MeriStar Hospitality Corporation, a Maryland
                                  corporation, general partner

                                  By: /s/ Christopher L. Bennett
                                      --------------------------
                                      Name: Christopher L. Bennett
                                      Title: Vice President, Legal

                                     -23-
<PAGE>

                         CAPSTAR HOUSTON SW PARTNERS, L.P.
                         CAPSTAR MEDALLION HOUSTON PARTNERS, L.P.
                         CAPSTAR MEDALLION DALLAS PARTNERS, L.P.
                         CAPSTAR MEDALLION AUSTIN PARTNERS, L.P.
                         CAPSTAR MIDLAND PARTNERS, L.P.
                         CAPSTAR DALLAS PARTNERS, L.P.
                         CAPSTAR MOCKINGBIRD PARTNERS, L.P.
                         Each of the above being a Delaware limited partnership

                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, general partner

                              By:   MeriStar Hospitality Corporation, a Maryland
                                    corporation, general partner

                                    By: /s/ Christopher L. Bennett
                                        --------------------------
                                        Name: Christopher L. Bennett
                                        Title: Vice President, Legal

                                     -24-
<PAGE>

                         EQUISTAR SCHAUMBURG COMPANY, L.L.C.
                         EQUISTAR BELLEVUE COMPANY, L.L.C.
                         EQUISTAR CLEVELAND COMPANY, L.L.C.
                         EQUISTAR LATHAM COMPANY, L.L.C.
                         EQUISTAR VIRGINIA COMPANY, L.L.C.
                         EQUISTAR BALLSTON COMPANY, L.L.C.
                         EQUISTAR SALT LAKE COMPANY, L.L.C.
                         EQUISTAR ATLANTA GP COMPANY, L.L.C.
                         EQUISTAR ATLANTA LP COMPANY, L.L.C.
                         CAPSTAR WASHINGTON COMPANY, L.L.C.
                         CAPSTAR CS COMPANY, L.L.C.
                         CAPSTAR SAN PEDRO COMPANY, L.L.C.
                         CAPSTAR LOUISVILLE COMPANY, L.L.C.
                         CAPSTAR LEXINGTON COMPANY, L.L.C.
                         CAPSTAR OKLAHOMA CITY COMPANY, L.L.C.
                         CAPSTAR CHERRY HILL COMPANY, L.L.C.
                         CAPSTAR FRAZER COMPANY, L.L.C.
                         CAPSTAR KC COMPANY, L.L.C.
                         CAPSTAR NATIONAL AIRPORT COMPANY, L.L.C.
                         CAPSTAR GEORGETOWN COMPANY, L.L.C.
                         CAPSTAR JEKYLL COMPANY, L.L.C.
                         CAPSTAR DETROIT AIRPORT COMPANY, L.L.C.
                         CAPSTAR TUCSON COMPANY, L.L.C.
                         CAPSTAR MESA COMPANY, L.L.C.
                         CAPSTAR MORRISTOWN COMPANY, L.L.C.
                         CAPSTAR INDIANAPOLIS COMPANY, L.L.C.
                         CAPSTAR CHICAGO COMPANY, L.L.C.
                         CAPSTAR WINDSOR LOCKS COMPANY, L.L.C.
                         CAPSTAR HARTFORD COMPANY, L.L.C.
                         CAPSTAR CROSS KEYS COMPANY, L.L.C.
                         CAPSTAR COLUMBIA COMPANY, L.L.C.
                         CAPSTAR ROLAND PARK COMPANY, L.L.C.
                         CAPSTAR FORRESTAL COMPANY, L.L.C.
                         Each of the above being a Delaware limited liability
                         company

                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, member

                              By:  MeriStar Hospitality Corporation, a Maryland
                                   corporation, general partner

                                   By: /s/ Christopher L. Bennett
                                       --------------------------
                                       Name: Christopher L. Bennett
                                       Title: Vice President, Legal

                                     -25-
<PAGE>

                         MERISTAR SANIBEL INN COMPANY, LLC
                         MERISTAR SUNDIAL BEACH COMPANY, LLC
                         MERISTAR SAFETY HARBOR COMPANY, LLC
                         MERISTAR SEASIDE INN COMPANY, LLC
                         MERISTAR PLANTATION SHOPPING CENTER COMPANY, LLC
                         MERISTAR SONG OF THE SEA COMPANY, LLC
                         MERISTAR SHIRLEY'S PARCEL COMPANY, LLC
                         MERISTAR SANIBEL GOLF COMPANY, LLC
                         MERISTAR MARCO ISLAND COMPANY, LLC
                         MERISTAR S.S. PLANTATION COMPANY, LLC
                         MERISTAR HOTEL (CALGARY AIRPORT) LLC
                         MERISTAR HOTEL (VANCOUVER) LLC
                         MERISTAR HOTEL (SURREY) LLC
                         MERISTAR HOTEL (BURNABY) LLC
                         AGH 75 ARLINGTON HEIGHTS LLC
                         Each of the above being a Delaware limited liability
                         company

                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, member

                              By:   MeriStar Hospitality Corporation, a Maryland
                                    corporation, general partner

                                    By: /s/ Christopher L. Bennett
                                        --------------------------
                                        Name: Christopher L. Bennett
                                        Title: Vice President, Legal


                         MERISTAR SANTA BARBARA, L.P., a Delaware limited
                         partnership
                         MERISTAR CATHEDRAL CITY, L.P., a Delaware limited
                         partnership
                         MERISTAR LAJV, L.P., a Delaware limited partnership

                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, member

                              By:   MeriStar Hospitality Corporation, a Maryland
                                    corporation, general partner

                                    By: /s/ Christopher L. Bennett
                                        --------------------------
                                        Name: Christopher L. Bennett
                                        Title: Vice President, Legal

                                     -26-
<PAGE>

                         75 ARLINGTON HEIGHTS LIMITED PARTNERSHIP, L.P., a
                         Delaware limited partnership

                         By:  AGH 75 Arlington Heights LLC, a Delaware limited
                              liability company, general partner

                              By:   MeriStar Hospitality Operating Partnership,
                                    L.P., a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation, a
                                         Maryland corporation, general partner

                                         By: /s/ Christopher L. Bennett
                                             --------------------------
                                             Name: Christopher L. Bennett
                                             Title: Vice President, Legal


                         BCHI ACQUISITION, LLC, a Delaware limited liability
                         company

                         By:  AGH UPREIT LLC, a Delaware limited liability
                              company, member

                              By:   MeriStar Hospitality Operating Partnership,
                                    L.P., a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation, a
                                         Maryland corporation, general partner

                                         By: /s/ Christopher L. Bennett
                                             --------------------------
                                             Name: Christopher L. Bennett
                                             Title: Vice President, Legal

                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, member

                              By:   MeriStar Hospitality Corporation, a Maryland
                                    corporation, general partner

                                    By: /s/ Christopher L. Bennett
                                        --------------------------
                                        Name: Christopher L. Bennett
                                        Title: Vice President, Legal

                                     -27-
<PAGE>

                         MDV LIMITED PARTNERSHIP, a Texas limited partnership
                         183 HOTEL ASSOCIATES, LTD., a Texas limited partnership
                         LAKE BUENA VISTA PARTNERS, LTD., a Florida limited
                         partnership
                         DURHAM I-85 LIMITED PARTNERSHIP, a Delaware limited
                         partnership
                         COCOA BEACH HOTELS, LTD., a Florida limited partnership

                         By:  AGH UPREIT LLC, a Delaware limited liability
                              company, their general partner

                              By:   MeriStar Hospitality Operating Partnership,
                                    L.P., a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation, a
                                         Maryland corporation, general partner

                                         By: /s/ Christopher L. Bennett
                                             --------------------------
                                             Name: Christopher L. Bennett
                                             Title: Vice President, Legal


                         HOTEL COLUMBIA COMPANY, a Maryland general partnership

                         By:  CapStar Columbia Company, L.L.C., a Delaware
                              limited liability company, partner

                              By:   MeriStar Hospitality Operating Partnership,
                                    L.P., a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation, a
                                         Maryland corporation, general partner

                                         By: /s/ Christopher L. Bennett
                                             --------------------------
                                             Name: Christopher L. Bennett
                                             Title: Vice President, Legal


                         By:  CapStar Roland Park Company, L.L.C., a Delaware
                              limited liability company, partner

                              By:   MeriStar Hospitality Operating Partnership,
                                    L.P., a Delaware limited partnership, member

                                    By:  MeriStar Hospitality Corporation, a
                                         Maryland corporation, general partner

                                         By: /s/ Christopher L. Bennett
                                             --------------------------
                                             Name: Christopher L. Bennett
                                             Title: Vice President, Legal

                                     -28-
<PAGE>

                         MERISTAR LP, INC.,
                         a Nevada corporation

                         By: /s/ Christopher L. Bennett
                             --------------------------
                             Name: Christopher L. Bennett
                             Title: Vice President, Legal


                         3100 GLENDALE JOINT VENTURE, an Ohio general
                         partnership

                         By:   AGH UPREIT LLC, a Delaware limited liability
                               company, partner

                               By:   MeriStar Hospitality Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     member


                                     By:  MeriStar Hospitality Corporation, a
                                          Maryland corporation, general partner

                                         By: /s/ Christopher L. Bennett
                                             ----------------------------
                                             Name: Christopher L. Bennett
                                             Title: Vice President, Legal


                         By:  MeriStar Hospitality Operating Partnership, L.P.,
                              a Delaware limited partnership, partner

                              By:  MeriStar Hospitality Corporation, a Maryland
                                   corporation, general partner

                                    By: /s/ Christopher L. Bennett
                                        ----------------------------
                                        Name: Christopher L. Bennett
                                        Title: Vice President, Legal


                         MERISTAR HOTEL LESSEE, INC.

                         By: /s/ Christopher L. Bennett
                             --------------------------
                             Name
                             Title:

                                     -29-
<PAGE>

Accepted as of the date thereof:

LEHMAN BROTHERS INC.
SG COWEN SECURITIES CORPORATION

     By  LEHMAN BROTHERS INC.

          By: /s/ Aron Bain Dantzig
              ---------------------
              Name: Aron Bain Dantzig
              Title: Authorized Signatory

                                     -30-