<PAGE>

                                                                   Exhibit 4.6.2

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                                                                 EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 19, 2001

                                      Among

              MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. and

                      MERISTAR HOSPITALITY FINANCE CORP. II

                                   as Issuers

                      MERISTAR HOSPITALITY CORPORATION and

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

                                  as Guarantors

                                       and

                              LEHMAN BROTHERS INC.
                         DEUTSCHE BANC ALEX. BROWN INC.
                         SG COWEN SECURITIES CORPORATION

                         BANC OF AMERICA SECURITIES LLC

                         BANC ONE CAPITAL MARKETS, INC.
                            CIBC WORLD MARKETS CORP.
               DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.
                             FLEET SECURITIES, INC.
                            SALOMON SMITH BARNEY INC.
                            SCOTIA CAPITAL (USA) INC.
                       WELLS FARGO BROKERAGE SERVICES, LLC

                              as Initial Purchasers

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<PAGE>

                                Table of Contents

                                                                            Page

1.       Definitions...........................................................3
2.       Securities Subject to This Agreement..................................6
3.       Registered Exchange Offer.............................................6
4.       Shelf Registration....................................................8
5.       Liquidated Damages....................................................9
6.       Registration Procedures..............................................10
7.       Registration Expenses................................................18
8.       Indemnification and Contribution.....................................18
9.       Rule 144A............................................................21
10.      Participation in Underwritten Registrations..........................21
11.      Selection of Underwriters............................................22
12.      Miscellaneous........................................................22

<PAGE>

This Registration Rights Agreement (this "Agreement") is made and entered into
                                          ---------
as of December 19, 2001, by and among MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited partnership (the "Company"), MeriStar
                                                        -------
Hospitality Finance Corp. II, 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., Deutsche
                           ---------------
Banc Alex. Brown Inc., SG Cowen Securities Corporation, Banc of America
Securities LLC, Banc One Capital Markets, Inc., CIBC World Markets Corp.,
Dresdner Kleinwort Wasserstein - Grantchester, Inc., Fleet Securities, Inc.,
Salomon Smith Barney Inc., Scotia Capital (USA) Inc. and Wells Fargo Brokerage
Services, LLC (collectively, the "Initial Purchasers").
                                  ------------------

                This Agreement is entered into in connection with the Purchase
Agreement, dated December 12, 2001, among the Issuing Parties and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
                 ------------------
Issuers to the Initial Purchasers of the $227,000,000 principal amount of the
Issuers' 10 1/2% Senior Notes due 2009 (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:

               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 Securities to be
        issued in the Exchange Offer, (ii) the maintenance of such Registration

                                       -3-

<PAGE>

        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 June 15 and December 15 of each year,
                -----------------
        beginning with June 15, 2002; 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 December 19, 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.
                -------

                                       -4-

<PAGE>

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

                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-

                                       -5-

<PAGE>

        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 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 TransferRestricted 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 150, 210 and 30 business day periods

                                       -6-

<PAGE>

referred to in (i), (ii) and (iv) 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 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.

                                       -7-

<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 20th 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

                                       -8-

<PAGE>

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 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

                                       -9-

<PAGE>

Liquidated Damages shall be deemed to accrue from the applicable date of the
occurrence of the Registration Default.

        6.      Registration Procedures.

                (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)

                                      -10-

<PAGE>

        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) 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

                                      -11-

<PAGE>

        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 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

                                      -12-

<PAGE>

        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 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

                                      -13-

<PAGE>

        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 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 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

                                      -14-

<PAGE>

                        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 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;

                                      -15-

<PAGE>

                (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 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;

                                      -16-


<PAGE>

                        (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 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





                                       -17-

<PAGE>

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
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



                                       -18-

<PAGE>

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 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



                                       -19-

<PAGE>

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 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.



                                       -20-

<PAGE>

                (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.

        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,



                                       -21-

<PAGE>

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), other than, in the case
of the Company, the Registration Rights Agreement, dated as of January 26, 2001,
relating to $270,000,000 aggregate principal amount of its 9% Senior Notes due
2008 and $180,000,000 aggregate principal amount of its 9?% Senior Notes due
2011. 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 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 Holders of a majority of the
outstanding principal amount of the 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



                                       -22-

<PAGE>

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) 295-2248

                                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) 757-3990


                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.

                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.




                                       -23-

<PAGE>

                (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.



                                       -24-

<PAGE>

                IN 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. II, 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




                                       -25-

<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




                                       -26-

<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




                                       -27-

<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




                                       -28-

<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




                                       -29-

<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




                                       -30-

<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
                                                   -----------------------------
                                                   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
                                                  ------------------------------




                                       -31-

<PAGE>

                                                  Name: Christopher L. Bennett
                                                  Title: Vice President, Legal



                               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: Christopher L. Bennett
                                   Title:  Vice President, Legal




                                       -32-

<PAGE>

                               MT. ARLINGTON NEW JERSEY LLC, a Delaware limited
                               liability company

                               By:  AGH UPREIT LLC, a Delaware limited liability
                                    company, its managing 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


                               455 MEADOWLANDS ASSOCIATES, LTD., a Texas limited
                               partnership

                               By:  AGH Secaucus LLC, a Delaware limited
                                    liability company, its general partner

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

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

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


                               AGH SECAUCUS LLC, a Delaware limited liability
                               company

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

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

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




                                       -33-

<PAGE>

Accepted as of the date thereof:

LEHMAN BROTHERS INC.
DEUTSCHE BANC ALEX. BROWN INC.
SG COWEN SECURITIES CORPORATION
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CIBC WORLD MARKETS CORP.
DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.
FLEET SECURITIES, INC.
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
WELLS FARGO BROKERAGE SERVICES, LLC

        By  LEHMAN BROTHERS INC.

                By: /s/ Edward B. Conway
                   --------------------------------
                   Name: Edward B. Conway
                   Title: Authorized Signatory




                                       -34-