<PAGE>

                                                                     Exhibit 4.6

                                                                  EXECUTION COPY

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


                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,

                     MERISTAR HOSPITALITY FINANCE CORP. II,

                        MERISTAR HOSPITALITY CORPORATION


                                       and

                              SUBSIDIARY GUARANTORS


                                  $250,000,000
                          10 1/2% SENIOR NOTES DUE 2009
                              SERIES A AND SERIES B


                                    INDENTURE


                          Dated as of December 19, 2001



                      U.S. BANK TRUST NATIONAL ASSOCIATION


                                     Trustee


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

<PAGE>


                                Table of Contents
<TABLE>
<CAPTION>
                                                                                                  Page
<S>                                                                                                <C>

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE                                               1

    SECTION 1.1. DEFINITIONS ..............................................                        1
    SECTION 1.2. OTHER DEFINITIONS ........................................                       16
    SECTION 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT ........                       17
    SECTION 1.4. RULES OF CONSTRUCTION ....................................                       17
    SECTION 1.5. ONE CLASS OF SECURITIES ..................................                       18

ARTICLE 2 THE NOTES .......................................................                       18

    SECTION 2.1. FORM AND DATING ..........................................                       18
    SECTION 2.2. EXECUTION AND AUTHENTICATION .............................                       19
    SECTION 2.3. REGISTRAR AND PAYING AGENT ...............................                       20
    SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST ......................                       20
    SECTION 2.5. HOLDERS LISTS ............................................                       21
    SECTION 2.6. TRANSFER AND EXCHANGE ....................................                       21
    SECTION 2.7. REPLACEMENT NOTES ........................................                       22
    SECTION 2.8. OUTSTANDING NOTES ........................................                       22
    SECTION 2.9. TREASURY NOTES ...........................................                       22
    SECTION 2.10. TEMPORARY NOTES .........................................                       22
    SECTION 2.11. CANCELLATION ............................................                       23
    SECTION 2.12. DEFAULTED INTEREST ......................................                       23
    SECTION 2.13. RECORD DATE .............................................                       23
    SECTION 2.14. CUSIP NUMBER ............................................                       23
    SECTION 2.15. RESTRICTIVE LEGENDS .....................................                       24
    SECTION 2.16. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY ...............                       26
    SECTION 2.17. SPECIAL TRANSFER PROVISIONS .............................                       27

ARTICLE 3 REDEMPTIONS AND OFFERS TO PURCHASE ..............................                       29

    SECTION 3.1. NOTICES TO TRUSTEE .......................................                       29
    SECTION 3.2. SELECTION OF NOTES TO BE REDEEMED OR PURCHASED ...........                       30
    SECTION 3.3. NOTICE OF REDEMPTION .....................................                       30
    SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION ...........................                       31
    SECTION 3.5. DEPOSIT OF REDEMPTION PRICE ..............................                       31
    SECTION 3.6. NOTES REDEEMED IN PART ...................................                       32
    SECTION 3.7. OPTIONAL REDEMPTION ......................................                       32
    SECTION 3.8. MANDATORY REDEMPTION .....................................                       33
    SECTION 3.9. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS ......                       33
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                         <C>
ARTICLE 4 COVENANTS ................................................................................        35

    SECTION 4.1.  PAYMENT OF NOTES .................................................................        35
    SECTION 4.2.  MAINTENANCE OF OFFICE OR AGENCY ..................................................        35
    SECTION 4.3.  SEC REPORTS ......................................................................        36
    SECTION 4.4.  COMPLIANCE CERTIFICATE ...........................................................        36
    SECTION 4.5.  TAXES ............................................................................        37
    SECTION 4.6.  STAY, EXTENSION AND USURY LAWS ...................................................        37
    SECTION 4.7.  LIMITATION ON RESTRICTED PAYMENTS ................................................        37
    SECTION 4.8.  LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
                  AFFECTING RESTRICTED SUBSIDIARIES ................................................        41
    SECTION 4.9.  LIMITATION ON ADDITIONAL INDEBTEDNESS AND ISSUANCE OF
                  CERTAIN CAPITAL STOCK ............................................................        42
    SECTION 4.10. LIMITATION ON SALE OF ASSETS .....................................................        44
    SECTION 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES .......................................        46
    SECTION 4.12. LIMITATION ON LIENS ..............................................................        47
    SECTION 4.13. CORPORATE EXISTENCE ..............................................................        47
    SECTION 4.14. CHANGE OF CONTROL ................................................................        47
    SECTION 4.15. SUBSIDIARY GUARANTEES ............................................................        48
    SECTION 4.16. LINE OF BUSINESS .................................................................        49
    SECTION 4.17. PAYMENTS FOR CONSENT .............................................................        49
    SECTION 4.18. MAINTENANCE OF TOTAL UNENCUMBERED
                  ASSETS ...........................................................................        49
    SECTION 4.19. [intentionally left blank] .......................................................        49
    SECTION 4.20. CERTAIN COVENANTS OF MERISTAR FINANCE ............................................        49
    SECTION 4.21. COVENANTS UPON ATTAINMENT AND MAINTENANCE OF AN INVESTMENT
                  GRADE RATING .....................................................................        49

ARTICLE 5 SUCCESSORS ...............................................................................        50

    SECTION 5.1   WHEN THE COMPANY MAY MERGE, ETC ..................................................        50
    SECTION 5.2.  SUCCESSOR SUBSTITUTED ............................................................        51

ARTICLE 6 DEFAULTS AND REMEDIES ....................................................................        51

    SECTION 6.1.  EVENTS OF DEFAULT ................................................................        51
    SECTION 6.2.  ACCELERATION .....................................................................        53
    SECTION 6.3.  OTHER REMEDIES ...................................................................        53
    SECTION 6.4.  WAIVER OF PAST DEFAULTS ..........................................................        54
    SECTION 6.5.  CONTROL BY MAJORITY ..............................................................        54
    SECTION 6.6.  LIMITATION ON SUITS ..............................................................        54
    SECTION 6.7.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT .............................................        55
    SECTION 6.8.  COLLECTION SUIT BY TRUSTEE .......................................................        55
    SECTION 6.9.  TRUSTEE MAY FILE PROOFS OF CLAIM .................................................        55
    SECTION 6.10. PRIORITIES .......................................................................        56
    SECTION 6.11. UNDERTAKING FOR COSTS ............................................................        56
</TABLE>

<PAGE>

<TABLE>
<S>                                                                               <C>

ARTICLE 7 TRUSTEE ..............................................................  56

SECTION 7.1. DUTIES OF TRUSTEE .................................................  56
SECTION 7.2. RIGHTS OF TRUSTEE .................................................  57
SECTION 7.3. INDIVIDUAL RIGHTS OF TRUSTEE ......................................  58
SECTION 7.4. TRUSTEE'S DISCLAIMER ..............................................  59
SECTION 7.5. NOTICE OF DEFAULTS ................................................  59
SECTION 7.6. REPORTS BY TRUSTEE TO HOLDERS .....................................  59
SECTION 7.7. COMPENSATION AND INDEMNITY ........................................  59
SECTION 7.8. REPLACEMENT OF TRUSTEE ............................................  60
SECTION 7.9. SUCCESSOR TRUSTEE BY MERGER, ETC ..................................  61
SECTION 7.10. ELIGIBILITY; DISQUALIFICATION ....................................  61
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY ................  62

ARTICLE 8 DISCHARGE OF INDENTURE ...............................................  62

SECTION 8.1. DEFEASANCE AND DISCHARGE OF THIS INDENTURE AND THE NOTES ..........  62
SECTION 8.2. LEGAL DEFEASANCE AND DISCHARGE ....................................  63
SECTION 8.3. COVENANT DEFEASANCE ...............................................  63
SECTION 8.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE ........................  64
SECTION 8.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
             OTHER MISCELLANEOUS PROVISIONS ....................................  66
SECTION 8.6. REPAYMENT TO THE ISSUERS ..........................................  66
SECTION 8.7. REINSTATEMENT .....................................................  67

ARTICLE 9 AMENDMENTS ...........................................................  67

SECTION 9.1. WITHOUT CONSENT OF HOLDERS ........................................  67
SECTION 9.2. WITH CONSENT OF HOLDERS ...........................................  68
SECTION 9.3. COMPLIANCE WITH TRUST INDENTURE ACT ...............................  69
SECTION 9.4. REVOCATION AND EFFECT OF CONSENTS .................................  69
SECTION 9.5. NOTATION ON OR EXCHANGE OF NOTES ..................................  70
SECTION 9.6. TRUSTEE TO SIGN AMENDMENTS, ETC ...................................  70

ARTICLE 10 GUARANTEES ..........................................................  70

SECTION 10.1. GUARANTEES .......................................................  70
SECTION 10.2. WHEN A SUBSIDIARY GUARANTOR MAY MERGE, ETC .......................  71
SECTION 10.3. LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY ...................  72
SECTION 10.4. RELEASE OF A GUARANTOR ...........................................  73

ARTICLE 11 MISCELLANEOUS .......................................................  73

SECTION 11.1. TRUST INDENTURE ACT CONTROLS .....................................  73
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                    <C>

SECTION 11.2.     NOTICES.......................................................       73
SECTION 11.3.     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS...................       75
SECTION 11.4.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT............       75
SECTION 11.5.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.................       75
SECTION 11.6.     RULES BY TRUSTEE AND AGENTS...................................       76
SECTION 11.7.     LEGAL HOLIDAYS................................................       76
SECTION 11.8.     RECOURSE AGAINST OTHERS.......................................       76
SECTION 11.9.     DUPLICATE ORIGINALS...........................................       76
SECTION 11.10.    GOVERNING LAW.................................................       76
SECTION 11.11.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.................       77
SECTION 11.12.    SUCCESSORS....................................................       77
SECTION 11.13.    SEVERABILITY..................................................       77
SECTION 11.14.    COUNTERPART ORIGINALS.........................................       77
SECTION 11.15.    TABLE OF CONTENTS, HEADINGS, ETC..............................       77
</TABLE>

<PAGE>

                                    EXHIBITS

         Exhibit A         Form of Note

         Exhibit B         Form of Supplemental Indenture

         Exhibit C         Form of Certificate to be Delivered in Connection
                           with Transfers Pursuant to Regulation S

<PAGE>

                  INDENTURE dated as of December 19, 2001 among MeriStar
Hospitality Operating Partnership, L.P., a Delaware limited partnership (the
"Company"), MeriStar Hospitality Finance Corp. II, a Delaware corporation
("MeriStar Finance"; and collectively with the Company, the "Issuers"), MeriStar
Hospitality Corporation, a Maryland corporation (the "Parent"), the Subsidiary
Guarantors (as defined herein) and U.S. Bank Trust National Association, as
trustee (the "Trustee").

                  Each of the parties hereto agrees as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 10 1/2
% Series A Senior Notes due 2009 of the Issuers (the "Initial Notes"), and the
10 1/2% Series B Senior Notes due 2009 of the Issuers if and when issued in the
Exchange Offer (the "Exchange Notes," and, together with the Initial Notes, the
"Notes").

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

                  SECTION 1.1.   DEFINITIONS.

                  "Adjusted Consolidated Net Tangible Assets" means the total
amount of the assets of the Parent, the Company and their respective Restricted
Subsidiaries on a consolidated basis (less applicable depreciation, amortization
and other valuation reserves), except to the extent resulting from write-ups of
capital assets (excluding write-ups in connection with accounting for
acquisitions in conformity with GAAP), after deducting from the total amount of
assets: (1) all of the current liabilities of the Parent, the Company and their
respective Restricted Subsidiaries on a consolidated basis, excluding
intercompany items, and (2) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all as set
forth on the most recent quarterly or annual consolidated balance sheet of the
Parent, the Company and their respective Restricted Subsidiaries, prepared in
conformity with GAAP and filed with the SEC or otherwise provided to the
Trustee.

                  "Adjusted Total Assets" means, for any Person, the Total
Assets for such Person and its Restricted Subsidiaries as of any Transaction
Date, as adjusted to reflect the application of the proceeds of the incurrence
of Indebtedness and issuance of Disqualified Stock on such Transaction Date.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided, however, that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.

<PAGE>

                                                                               2

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Asset Sale" means (i) the sale, lease (other than operating
leases in respect of facilities which are ancillary to the operation of the
Company's, the Parent's or a Restricted Subsidiary's Hospitality-Related
Business properties or assets), conveyance or other disposition of any property
or assets of the Company, the Parent or any Restricted Subsidiary (including by
way of a sale and leaseback transaction), (ii) the issuance or sale of Equity
Interests of any of the Company's or the Parent's Restricted Subsidiaries or
(iii) any Event of Loss, other than, with respect to clauses (i), (ii) and (iii)
above, the following: (1) the sale or disposition of personal property held for
sale in the ordinary course of business, (2) the sale or disposal of damaged,
worn out or other obsolete property in the ordinary course of business as long
as such property is no longer necessary for the proper conduct of the business
of the Company, the Parent or such Restricted Subsidiary, as applicable, (3) the
transfer of assets by the Company or the Parent to one of its respective
Restricted Subsidiaries or by a Restricted Subsidiary of the Company or the
Parent to the Company or the Parent or to another Restricted Subsidiary of the
Company or the Parent, (4) (A) the exchange of one or more lodging facilities
and related assets held by the Company, the Parent or a Restricted Subsidiary of
the Company or the Parent for one or more lodging facilities and related assets
of any person or entity, provided that if any other assets are received by the
Company, the Parent or such Restricted Subsidiary in such exchange, such other
consideration is in cash or Cash Equivalents; provided, further, that such cash
or Cash Equivalent consideration shall be deemed to be cash proceeds of an Asset
Sale for the purposes of calculating "Net Proceeds" and applying Net Proceeds,
if any, as described in Section 4.10 hereof, or (B) the issuance of OP Units or
Preferred OP Units as full or partial consideration for the acquisition of
lodging facilities and related assets, provided that the Board of Directors of
the Parent has determined that the terms of any exchange or acquisition are fair
and reasonable and that the fair market value of the assets received by the
Company, the Parent or such Restricted Subsidiary, as set forth in an opinion of
a Qualified Appraiser, are equal to or greater than the fair market value of the
assets exchanged, sold or issued by the Company, the Parent or such Restricted
Subsidiary of the Company or the Parent, (5) any Restricted Payment, permitted
under Section 4.7 hereof, (6) the sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company or the Parent in
compliance with the provisions of Section 4.14 and Article V hereof, (7) the
conversion of or foreclosure or any mortgage or note, provided that the Company,
the Parent or a Restricted Subsidiary of the Company or the Parent receives the
real property underlying any such mortgage or note or (8) any transaction or
series of related transactions that would otherwise be an Asset Sale where the
fair market value of the assets, sold, leased, conveyed or otherwise disposed of
was less than $5.0 million or an Event of Loss or related series of Events of
Loss pursuant to which the aggregate value of property or assets involved in
such Event of Loss or Events of Loss is less than $5.0 million.

                  "Assumed Indebtedness" means, with respect to any specified
Person: (i) Indebtedness of any other Person existing at the time such other
Person merged with or into or became a Subsidiary of such specified Person and
(ii) Indebtedness encumbering any asset

<PAGE>

                                                                               3

acquired by such specified Person, in each case excluding Indebtedness incurred
in connection with, or in contemplation of such other Person merging with or
into or becoming a Subsidiary of, such specified Person.

                  "Board of Directors" means the Board of Directors of the
Parent or any authorized committee of the Board of Directors.

                  "Business Day" means any day that is not a Saturday, Sunday or
a day on which banking institutions in New York, New York or the city in which
the Corporate Trust Office is located are authorized or obliged by law or
executive order to close.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be so required to be capitalized on the
balance sheet in accordance with GAAP.

                  "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, including, without limitation, with respect to partnerships, partnership
interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership.

                  "Cash Equivalents" means (i) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality thereof having maturities of not more than six months from the
date of acquisition, (ii) certificates of deposit and eurodollar time deposits
with maturities of six months or less from the date of acquisition, bankers
acceptances with maturities not exceeding six months from the date of
acquisition and overnight bank deposits, in each case with any domestic
commercial bank having capital and surplus in excess of $500 million, (iii)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (i) and (ii) entered into with any
financial institution meeting the qualifications specified in clause (ii) above,
(iv) commercial paper or commercial paper master notes having a rating of at
least P-2 or the equivalent thereof by Moody's Investors Service, Inc. or at
least A-2 or the equivalent thereof by Standard & Poor's Corporation and in each
case maturing within six months after the date of acquisition, (v) money market
mutual funds that provide daily purchase and redemption features, and (vi)
corporate debt with maturities of not greater than six months and with a rating
of at least A or the equivalent thereof by Standard & Poor's Corporation and a
rating of at least A2 or the equivalent thereof by Moody's Investors Service,
Inc.

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of the Company's or the Parent's
assets to any person or group (as such term is used in Section 13(d)(3) of the
Exchange Act), (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company or the Parent, (iii) the acquisition by any person or
group (as such term is used in Section 13(d)(3) of the Exchange Act) of a direct
or indirect interest in more than 50% of the ownership of the Parent or, other
than by the Parent, of the Company, or the voting power of the voting stock of
the Parent or, other than by the Parent, the Company's general partner interest,
by way of purchase, merger or consolidation or otherwise (other than a creation
of a holding

<PAGE>

                                                                               4

company that does not involve a change in the beneficial ownership of the
Company or the Parent as a result of such transaction), (iv) the merger or
consolidation of the Company or the Parent with or into another Person or the
merger of another Person into the Company or the Parent with the effect that
immediately after such transaction the stockholders of the Company or the Parent
immediately prior to such transaction hold, directly or indirectly, less than
50% of the total voting power of all securities generally entitled to vote in
the election of directors, managers, or trustees, or no longer hold the general
partner interest, of the Person surviving such merger or consolidation or (v)
the first day on which a majority of the members of the Board of Directors of
the Parent are not Continuing Directors.

                  "Clearstream" means Clearstream Banking, S.A. or its
successor.

                  "Company" means MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, until a successor replaces it in
accordance with the applicable provisions of this Indenture, and thereafter,
means such successor.

                  "Consolidated Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period plus: (a)
an amount equal to any extraordinary loss plus any net loss realized in
connection with an Asset Sale, to the extent such losses were deducted in
computing Consolidated Net Income, plus (b) provisions for taxes based on income
or profits of such Person for such period, to the extent such provision for
taxes was included in computing Consolidated Net Income, plus (c) Consolidated
Interest Expense of such Person for such period to the extent such expense was
deducted in computing Consolidated Net Income, plus (d) Consolidated
Depreciation and Amortization Expense of such Person for such period, to the
extent deducted in computing Consolidated Net Income less (e) noncash items
increasing such Consolidated Net Income for such period in each case, on a
consolidated basis for such Person and its Restricted Subsidiaries and
determined in accordance with GAAP. Notwithstanding the foregoing, the provision
for taxes on the income or profits of, the depreciation and amortization of and
the interest expense of, a Restricted Subsidiary of the referent Person shall be
added to Consolidated Net Income to compute Consolidated Cash Flow only to the
extent (and in the same proportion) that the Net Income of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such
Person and only if a corresponding amount would be permitted at the date of
determination to be dividended to such Person by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), and without
direct or indirect restriction pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its
stockholders. Any calculation of the Consolidated Cash Flow of an individual
hotel property shall be calculated in a manner consistent with the foregoing.

                  "Consolidated Current Liabilities" as of the date of
determination means the aggregate amount of liabilities of the Parent, the
Company and their respective Restricted Subsidiaries, determined on a
consolidated basis, which may properly be classified as current liabilities
(including taxes payable as accrued), on a consolidated basis, after eliminating
(i) all intercompany items between the Parent, the Company and any of their
respective Restricted Subsidiaries and (ii) all current maturities of long-term
Indebtedness, all as determined in accordance with GAAP consistently applied.

<PAGE>

                                                                               5

                  "Consolidated Depreciation and Amortization Expense" means,
with respect to any Person for any period, the total amount of depreciation and
amortization expense (including amortization of goodwill and other intangibles
but excluding amortization of prepaid cash expenses that were paid in a prior
period) and the total amount of non-cash charges (other than non-cash charges
that represent an accrual or reserve for cash charges in future periods or which
involved a cash expenditure in a prior period) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis as determined in accordance
with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, without duplication, the sum of (a) interest expense,
whether paid or accrued, to the extent such expense was deducted in computing
Consolidated Net Income (including amortization of original issue discount,
non-cash interest payments, the interest component of Capital Lease Obligations,
and net payments (if any) pursuant to Hedging Obligations, but excluding
amortization of deferred financing fees), (b) commissions, discounts and other
fees and charges paid or accrued with respect to letters of credit and bankers
acceptance financing and (c) interest for which such Person or its Restricted
Subsidiaries is liable, whether or not actually paid, pursuant to Indebtedness
or under a Guarantee of Indebtedness of any other Person, in each case,
calculated for such Person and its Restricted Subsidiaries for such period on a
consolidated basis as determined in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP (it being understood that the net income of Restricted
Subsidiaries shall be consolidated with that of a Person only to the extent of
the proportionate interest of such Person in such Restricted Subsidiaries),
provided that: (i) the Net Income of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting shall be
excluded, whether or not distributed to such Person or one of its Restricted
Subsidiaries, (ii) the Net Income of any Person that is a Restricted Subsidiary
and that is restricted from declaring or paying dividends or other
distributions, directly or indirectly, by operation of the terms of its charter,
any applicable agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation or otherwise shall be included only to the extent of the
amount of dividends or distributions paid to the referent Person or a Restricted
Subsidiary, (iii) the Net Income of any Person acquired in a
pooling-of-interests transaction for any period prior to the date of such
acquisition shall be excluded and (iv) the cumulative effect of changes in
accounting principles shall be excluded.

                  "Consolidated Net Tangible Assets" as of any date of
determination, means the total amount of assets (less accumulated depreciation
and amortization, allowances for doubtful receivables, other applicable reserves
and other similar items properly deducted in determining net assets) which would
appear on a consolidated balance sheet of the Parent, the Company and their
respective Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, and after giving effect to purchase accounting and after
deducting therefrom Consolidated Current Liabilities and, to the extent
otherwise included, the amounts of: (i) minority interests in consolidated
Subsidiaries held by Persons other than the Parent, the Company or one of their
respective Subsidiaries; (ii) excess of cost over fair value of assets of
businesses acquired, as determined in good faith by the Board of Directors;
(iii) any revaluation or other write-up in book value of assets subsequent to
the date of this Indenture as a result of a

<PAGE>

                                                                               6

change in the method of valuation in accordance with GAAP consistently applied;
(iv) unamortized debt discount and expenses and other unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights,
licenses, organization or developmental expenses and other intangible items; (v)
treasury stock; and (vi) cash set apart and held in a sinking or other analogous
fund established for the purpose of redemption or other retirement of Capital
Stock to the extent such obligation is not reflected in Consolidated Current
Liabilities.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Parent who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the affirmative vote of at
least a majority of the Continuing Directors who were members of such Board at
the time of such nomination or election.

                  "Corporate Trust Office" shall be at the address of the
Trustee specified in Section 11.2 or such other address as the Trustee may give
notice to the Issuers.

                  "Credit Agreement" means the Second Amended and Restated
Credit Agreement, dated as of August 3, 1998 and subsequently amended, entered
into between and among the Company and the lenders party thereto, and any other
senior debt facilities or commercial paper facilities with banks or other
institutional lenders providing for borrowings, receivables financings
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case as amended, modified, supplemented, restructured,
renewed, restated or extended, from time to time on one or more occasions;
provided that the term "Credit Agreement" shall not include Indebtedness
described in clause (a) of the definition of "Non-Recourse Indebtedness" and/or
Indebtedness commonly known as "collateralized mortgage-backed securities."

                  "Credit Facilities" means, with respect to the Company or the
Parent, one or more Credit Agreements, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced (including without
limitation with Indebtedness described in clause (a) of the definition of
"Non-Recourse Indebtedness" and/or Indebtedness commonly known as
"collateralized-mortgage backed securities") in whole or in part from time to
time.

                  "Default" with respect to the Notes means any event that is or
with the passage of time or the giving of notice or both would be an Event of
Default with respect to the Notes.

                  "Disqualified Stock" means any Capital Stock (other than OP
Units and Preferred OP Units) which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the first anniversary of the date
on which the Notes mature.

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for Capital Stock).

<PAGE>

                                                                               7

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system, or its successor.

                  "Event of Loss" means, with respect to any property or asset
(tangible or intangible, real or personal), any of the following: (A) any loss,
destruction or damage of such property or asset or (B) any actual condemnation,
seizure or taking by the power of eminent domain or otherwise of such property
or asset, or confiscation of such property or asset or the requisition of the
use of such property or asset.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Existing Indebtedness" means Indebtedness of the Parent, the
Company and their respective Restricted Subsidiaries in existence on the date of
this Indenture (after giving effect to the use of proceeds of the Notes issued
hereunder), excluding, for this purpose, amounts outstanding under the Credit
Agreement and other Indebtedness outstanding pursuant to clause (b) of the
second paragraph of Section 4.9 as in effect on the date of this Indenture.

                  "Existing Preferred OP Units" means Preferred OP Units issued
and outstanding on the date of this Indenture.

                  "Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the Company, the Parent or any of their respective Restricted Subsidiaries
incurs, assumes, guarantees or redeems any Indebtedness (other than revolving
credit borrowings that provide working capital in the ordinary course of
business) or issues or redeems Preferred Stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee or redemption of Indebtedness, or such issuance or
redemption of Preferred Stock, as if the same had occurred at the beginning of
the applicable four-quarter reference period. For purposes of making the
computation referred to above, acquisitions, dispositions and discontinued
operations (as determined in accordance with GAAP) that have been made by the
Company, the Parent or any of their respective Restricted Subsidiaries,
including all mergers, consolidations and dispositions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be calculated on a pro forma basis assuming that all such
acquisitions, dispositions, discontinued operations, mergers, consolidations
(and the reduction of any associated fixed charge obligations resulting
therefrom) had occurred on the first day of the four-quarter reference period.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum of (a) Consolidated Interest Expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued, to the extent
such expense was deducted in computing Consolidated

<PAGE>

                                                                               8

Net Income and (b) the product of (i) all cash dividend or distribution payments
on any series of Preferred Stock of such Person or its Restricted Subsidiaries
(other than Preferred Stock owned by such Person or its Restricted
Subsidiaries), times (ii) a fraction, the numerator of which is one and the
denominator of which is one minus the then-current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP; provided, however, that if
the cash dividend or distribution on such Preferred Stock is deductible for
federal tax purposes, then the fraction shall be equal to one.

                  "Funds From Operations" for any period means the Consolidated
Net Income of the Parent for such period excluding gains or losses from debt
restructurings and sales of depreciable operating property, plus depreciation on
real estate assets and amortization related to real estate assets and other
non-cash charges related to real estate assets, after adjustments for
unconsolidated partnerships and joint ventures plus minority interests, if
applicable (it being understood that the accounts of such Person's Restricted
Subsidiaries shall be consolidated only to the extent of such Person's
proportionate interest therein).

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which were in effect as of January 26, 2001.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
obligations or guarantee the full faith and credit of the United States of
America is pledged.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business) or
otherwise incurring, assuming or becoming liable for the payment of any
principal, premium or interest, direct or indirect, in any manner (including,
without limitation, letters of credit and reimbursement agreements in respect
thereof), of all or any part of any Indebtedness or other obligation (including
agreements to keep-well and to purchase assets, goods, securities or services).

                  "Guarantor" means (a) the Parent and (b) any Subsidiary
Guarantor, and in each case its successor, if any.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.

                  "Holder" means the Person in whose name a Note is registered
on the Registrar's books.

                  "Hospitality-Related Business" means the lodging business and
other businesses necessary for, incident to, in support of, connected with,
complementary to or arising out of the

<PAGE>

                                                                               9

lodging business, including, without limitation, (i) developing, managing,
operating, improving or acquiring lodging facilities, restaurants and other
food-service facilities and convention or meeting facilities, and marketing
services related thereto, (ii) acquiring, developing, operating, managing or
improving any real estate taken in foreclosure (or similar settlement) by the
Company, the Parent or any of their respective Restricted Subsidiaries, or any
real estate ancillary or connected to any lodging owned, managed or operated by
the Company, the Parent or any of their respective Restricted Subsidiaries,
(iii) owning and managing mortgages in, or other Indebtedness secured by Liens
on, lodging and real estate related or ancillary to lodging or (iv) other
related activities thereto.

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or representing
Capital Lease Obligations or the balance deferred and unpaid of the purchase
price of any property or representing any Hedging Obligations, except any such
balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and also includes, to the extent not
otherwise included, the Guarantee of any Indebtedness of such Person or any
other Person.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Investment Grade" means a rating of the Notes by both S&P and
Moody's, each such rating being in one of such agency's four highest generic
rating categories that signifies investment grade (i.e., currently BBB- (or the
equivalent) or higher by S&P and Baa3 (or the equivalent) or higher by Moody's);
provided in each case such ratings are publicly available; provided, further,
that in the event Moody's or S&P is no longer in existence for purposes of
determining whether the Notes are rated "Investment Grade," such organization
may be replaced by a nationally recognized statistical rating organization (as
defined in rule 436 under the Securities Act) designated by the Company, notice
of which shall be given to the Trustee.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees), advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities and all other items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company, the Parent or any Restricted Subsidiary of
the Company or the Parent sells or otherwise disposes of any Equity Interests of
any direct or indirect Restricted Subsidiary of the Company or the Parent such
that, after giving effect to any such sale or disposition, the Company or the
Parent, as the case may be, no longer owns, directly or indirectly, greater than
50% of the outstanding common stock of such Restricted Subsidiary, the Company
or the Parent, as the case may be, shall be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of the
investments in such Restricted Subsidiary not sold or disposed of.

<PAGE>

                                                                              10

                  "Issuance Date" means the date of this Indenture.

                  "Issuers" means each of the Company and MeriStar Finance,
until a successor replaces either such party in accordance with the applicable
provisions of this Indenture, and thereafter, means, with respect to such
replaced party, such successor.

                  "Lien" means, with respect to any asset, or income or profits
therefrom, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).

                  "Liquidated Damages" has the meaning assigned to such term in
the Registration Rights Agreement.

                  "MeriStar Finance" means MeriStar Hospitality Finance Corp.
II, a Delaware corporation, until a successor replaces it in accordance with the
applicable provisions of this Indenture, and thereafter, means such successor.

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends, excluding, however, any gain
(but not loss), together with any related provision for taxes on such gain (but
not loss), realized in connection with any Asset Sale, and excluding any
extraordinary gain (but not loss), together with any related provision for taxes
on such extraordinary gain (but not loss).

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company, the Parent or any of their respective Restricted Subsidiaries in
respect of any Asset Sale, net of the direct costs relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions), and any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements),
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets.

                  "Non-Recourse Indebtedness" means Indebtedness (a) as to which
none of the Company, the Parent or any of their respective Restricted
Subsidiaries (i) provides credit support (other than in the form of a Lien on an
asset serving as security for Non-Recourse Indebtedness of the Company, the
Parent or any of their respective Restricted Subsidiaries) pursuant to any
undertaking, agreement or instrument that would constitute Indebtedness, (ii) is
directly or indirectly liable (other than in the form of a Lien on an asset
serving as security for Non-Recourse Indebtedness of the Company, the Parent or
any of their respective Restricted Subsidiaries) or (iii) constitutes the lender
and (b) no default with respect to which (including

<PAGE>

                                                                              11

any rights that the holders thereof may have to take enforcement action against
an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both)
any holder of any other Indebtedness of the Company, the Parent or any of their
respective Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

                  "Notes" means the Notes issued under this Indenture.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

                  "Officers" means the Chairman of the Board, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, Controller, Secretary, any Assistant Secretary or any Vice
President of the Company or the Company's general partner, the Parent or
MeriStar Finance, as applicable.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the President, the Chief Operating Officer,
or a Vice President and by the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, as
applicable, of each of the Company's general partner, the Parent and MeriStar
Finance, as applicable, except with respect to certificates required to be
furnished by the Issuers and the Parent to the Trustee pursuant to Section 4.4
hereof, in which event "Officers' Certificate" means a certificate signed by the
principal executive officer or principal financial officer of each of the
Company's general partner, the Parent or MeriStar Finance, as applicable.

                  "OP Units" means limited partnership interests in the Company
or any successor operating partnership that require the issuer thereof to pay
dividends or distributions which are tied to dividends paid on the Parent's
common stock and which by their terms may be converted into, or exercised or
redeemed for, cash or the Parent's common stock.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee complying with the
requirements of this Indenture.

                  "Parent" means MeriStar Hospitality Corporation, a Maryland
corporation, until a successor replaces it in accordance with the applicable
provisions of this Indenture, and thereafter, means such successor.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "Permitted Investments" means any (a) Investments in the
Company or the Parent, (b) Investments in any Restricted Subsidiary of the
Company or the Parent, (c) Investments in Cash Equivalents, (d) Investments by
the Company, the Parent or any Restricted Subsidiary of the Company or the
Parent in a Person, if as a result of such Investment (i) such Person becomes a
Restricted Subsidiary of the Company or the Parent or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is

<PAGE>

                                                                              12

liquidated into, the Company, the Parent or a Restricted Subsidiary of the
Company or the Parent, (e) Investments in Unrestricted Subsidiaries or Permitted
Joint Ventures, provided that such Investments are in entities solely or
principally engaged in Hospitality-Related Businesses and that the aggregate of
such Investments does not exceed the greater of (i) $50.0 million or (ii) 5% of
Consolidated Net Tangible Assets collectively, (f) Investments in MeriStar
Investment Partners, L.P. in an aggregate amount not to exceed $10.0 million
collectively and (g) loans to MeriStar Hotels & Resorts Inc. in an aggregate
amount not to exceed $25.0 million at any time outstanding.

                  "Permitted Joint Venture" means any corporation, partnership,
limited liability company or partnership or other similar entity formed to hold
lodging properties in which the Company or the Parent, directly or indirectly,
owns less than a 50.1% interest.

                  "Permitted Refinancing" means Refinancing Indebtedness or
Refinancing Disqualified Stock, as the case may be, to the extent (a) the
principal amount of Refinancing Indebtedness or the liquidation preference
amount of Refinancing Disqualified Stock, as the case may be, does not exceed
the principal amount of Indebtedness or the liquidation preference amount of
Disqualified Stock, as the case may be, so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of premiums and reasonable
expenses incurred in connection therewith); (b) such Refinancing Indebtedness or
Refinancing Disqualified Stock, as the case may be, is scheduled to mature or is
redeemable at the option of the holder, as the case may be, no earlier than the
Indebtedness or Disqualified Stock, as the case may be, being extended,
refinanced, renewed, replaced, defeased or refunded; (c) in the case of
Refinancing Indebtedness, the Refinancing Indebtedness has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity
of the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (d) in the case of Refinancing Disqualified Stock, the Disqualified
Stock has a Weighted Average Life to Mandatory Redemption equal to or greater
than the Weighted Average Life to Mandatory Redemption of the Disqualified Stock
being extended, refinanced, renewed, replaced, defeased or refunded; (e) if the
Indebtedness or the Disqualified Stock, as the case may be, being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated or junior in
right of payment to the Notes, the Refinancing Indebtedness or Refinancing
Disqualified Stock, as the case may be, is subordinated or junior in right of
payment to the Notes on terms at least as favorable to the holders of Notes as
those contained in the documentation governing the Indebtedness or the
Disqualified Stock, as the case may be, being extended, refinanced, renewed,
replaced, defeased or refunded and (f) such Refinancing Indebtedness or
Refinancing Disqualified Stock is incurred or issued either by the Parent, by
the Company or by a Restricted Subsidiary who is the obligor on the Indebtedness
or Disqualified Stock being extended, refinanced, renewed, replaced, defeased or
refunded.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

                  "Physical Securities" means permanent certificated Notes in
registered form, in substantially the form set forth in Exhibit A.

<PAGE>

                                                                              13

                  "Preferred OP Units" means limited partnership interests in
the Company or any successor operating partnership that require the issuer
thereof to pay regularly scheduled fixed distributions thereon, which are not
related to dividends on the Parent's common stock, and which by their terms may
be converted into, or exercised or redeemed for, cash or the Parent's common
stock.

                  "Preferred Stock" means (i) any Equity Interest with a
preferential right in the payment of dividends or distributions or upon
liquidation, and (ii) any Disqualified Stock.

                  "Refinancing Disqualified Stock" means Disqualified Stock
issued in exchange for, or the proceeds of which are used, to extend, refinance,
renew, replace, defease or refund Disqualified Stock or Indebtedness permitted
to be issued pursuant to the tests set forth in the first paragraph of Section
4.9 hereof or Indebtedness referred to in clauses (c), (e), (g), (i) and (j) of
the second paragraph of Section 4.9 hereof.

                  "Refinancing Indebtedness" means Indebtedness issued in
exchange for, or the proceeds of which are used to extend, refinance, renew,
replace, defease or refund Indebtedness permitted to be incurred pursuant to the
tests set forth in the first paragraph of Section 4.9 hereof or Indebtedness
referred to in clauses (c), (e), (g), (i) and (j) of the second paragraph of
Section 4.9 hereof.

                  "Registration Rights Agreement" means that certain
Registration Rights Agreement dated as of the Issuance Date among the Issuers,
the Parent, the Subsidiary 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. and Wells Fargo Brokerage Services,
LLC (the "Initial Purchasers") setting forth certain registration rights with
respect to the Notes.

                   "Restricted Investments" means an Investment other than a
Permitted Investment.

                  "Restricted Period" means the 40-day restricted period as
defined in Regulation S.

                  "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities Act.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

                  "SEC" means the Securities and Exchange Commission.

                  "S&P" means Standard & Poor's Ratings Services and its
successors.

                  "Secured Indebtedness" means any Indebtedness or Disqualified
Stock secured by a Lien upon property of the Company, the Parent or any of their
respective Restricted Subsidiaries, other than Indebtedness under a Credit
Facility secured only by a Stock Pledge.

<PAGE>

                                                                              14

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

                  "Stock Pledge" means a first priority security interest in the
equity interests of Subsidiaries of the Company or Subsidiaries of the Parent.

                  "Subsidiary" means, with respect to any Person, (1) any
corporation, association or other business entity of which more than 50% of the
voting power of the outstanding voting stock is owned, directly or indirectly,
by such Person, by such Person and one or more subsidiaries of such Person or by
one or more subsidiaries of such Person, or the accounts of which would be
consolidated with those of such Person in its consolidated financial statements
in accordance with GAAP, if such statements were prepared as of such date; and
(2) any partnership: (a) in which such Person or one or more subsidiaries of
such Person is, at the time, a general partner and owns alone or together with
the Company a majority of the partnership interest; or (b) in which such Person
or one or more subsidiaries of such Person is, at the time, a general partner
and which is controlled by such Person in a manner sufficient to permit its
financial statements to be consolidated with the financial statements of such
Person in conformity with GAAP and the financial statements of which are so
consolidated.

                  "Subsidiary Debt" means, without duplication, all Unsecured
Indebtedness (including Guarantees other than Guarantees by Restricted
Subsidiaries of Secured Indebtedness) of which a Restricted Subsidiary of the
Company or the Parent (other than the Company) other than a Guarantor is the
obligor. A release of the Subsidiary Guarantee of a Guarantor which remains a
Restricted Subsidiary of the Company or the Parent shall be deemed to be an
incurrence of Subsidiary Debt in an amount equal to the proportionate interest
of the Company or the Parent in the Unsecured Indebtedness of such Guarantor.

                  "Subsidiary Guarantor" means (a) each of the Company's
Subsidiaries that guarantees the Credit Agreement on the date of this Indenture
and (b) any Restricted Subsidiary that becomes a guarantor of the Notes pursuant
to the terms of this Indenture, and in each case, its successor, if any.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "Total Assets" means the sum of: (a) Undepreciated Real Estate
Assets; and (b) all other assets (excluding intangibles) of the Parent, the
Company and their respective Restricted Subsidiaries determined on a
consolidated basis.

                  "Total Unencumbered Assets" as of any date means the sum of:
(a) those Undepreciated Real Estate Assets not securing any portion of Secured
Indebtedness; and (b) all other assets (but excluding intangibles) of the
Parent, the Company and their respective Restricted Subsidiaries not securing
any portion of Secured Indebtedness determined on a consolidated basis in
accordance with GAAP.

<PAGE>

                                                                              15

                  "Transaction Date" means, with respect to the incurrence of
any Indebtedness or issuance of Disqualified Stock by the Company, the Parent or
any their respective Restricted Subsidiaries, the date such Indebtedness is to
be incurred or such Disqualified Stock is to be issued and, with respect to any
Restricted Payment, the date such Restricted Payment is to be made.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "Trust Officer" means any officer in the Corporate Trust
Office of the Trustee.

                  "Undepreciated Real Estate Assets" means, as of any date, the
cost (being the original cost to the Company, the Parent or any their respective
Restricted Subsidiaries plus capital improvements) of real estate assets of the
Company, the Parent and their respective Restricted Subsidiaries on such date,
before depreciation and amortization of such real estate assets, determined on a
consolidated basis.

                  "Unrestricted Subsidiary" means (i) any Subsidiary that is (or
has been under this Indenture) designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a board resolution, but only to the extent
that such Subsidiary: (a) has no Indebtedness other than Non-Recourse
Indebtedness; (b) is not party to any agreement, contract, arrangement or
understanding with the Company, the Parent or any Restricted Subsidiary of the
Company or the Parent unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company, the Parent or
such Restricted Subsidiary than those that might be obtained at the same time
from Persons who are not affiliates of the Company; (c) is a Person with respect
to which none of the Company, the Parent or any of their respective Restricted
Subsidiaries has any direct or indirect obligation (x) to subscribe for
additional Equity Interests or (y) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results (other than pursuant to agreements relating to the management
of hotels entered into between Restricted Subsidiaries and Unrestricted
Subsidiaries in the ordinary course of such Subsidiaries' business, consistent
with past practice); and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company, the
Parent or any of their respective Restricted Subsidiaries. Any such designation
by the Board of Directors made after the Issuance Date shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the board resolution
giving effect to such designation and an officer's certificate certifying that
such designation complied with the foregoing conditions and was permitted by
Section 4.7 hereof. If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company or the Parent as of such date (and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.9
hereof, the Company and the Parent shall be in default of such covenant). The
Board of Directors of the Parent may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary, provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company or the Parent of any outstanding Indebtedness of such Unrestricted
Subsidiary, and such designation shall only be

<PAGE>

                                                                              16

permitted if (i) such Indebtedness is permitted under Section 4.9 hereof and
(ii) no Default or Event of Default would be in existence following such
designation. MeriStar Finance shall not under any circumstances be designated as
an Unrestricted Subsidiary.

                  "Unsecured Indebtedness" means any Indebtedness or
Disqualified Stock of the Company, the Parent or any of their respective
Restricted Subsidiaries that is not Secured Indebtedness.

                  "Weighted Average Life to Mandatory Redemption" means, when
applied to any Disqualified Stock at any date, the number of years obtained by
dividing (a) the sum of the products obtained by multiplying (x) the amount of
each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof,
by (y) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (b) the then
outstanding liquidation preference amount of such Disqualified Stock.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

                  SECTION 1.2.   OTHER DEFINITIONS.

                                                                  Defined in
Term                                                                 Section
----                                                                 -------

"Affiliate Transaction"                                                 4.11
"Agent Members"                                                         2.16
"Asset Sale Offer"                                                      4.10
"Asset Sale Offer Price"                                                4.10
"Bankruptcy Law"                                                         6.1
"Change of Control Offer"                                               4.14
"Change of Control Payment"                                             4.14
"Change of Control Payment Date"                                        4.14
"Covenant Defeasance"                                                    8.3
"Custodian"                                                              6.1
"defeasance trust"                                                       8.4
"Depositary"                                                             2.1
"Event of Default"                                                       7.1
"Excess Proceeds"                                                       4.10
"Exchange Global Note"                                                   2.1
"Global Notes"                                                           2.1
"incur"                                                                  4.9
"incurrence"                                                             4.9

<PAGE>

                                                                              17

                                                                  Defined in
Term                                                                 Section
----                                                                 -------

"insolvent"                                                             10.3
"Legal Defeasance"                                                       8.2
"Legal Holiday"                                                         11.7
"Paying Agent"                                                           2.3
"Payment Blockage Notice"                                               10.3
"Private Placement Legend"                                              2.15
"Public Equity Offering"                                                 3.7
"Registrar"                                                              2.3
"Regulation S"                                                           2.1
"Regulation S Global Note"                                               2.1
"Regulation S Permanent Global Note"                                     2.1
"Regulation S Temporary Global Note"                                     2.1
"Restricted Payments"                                                    4.7
"Rule 144A"                                                              2.1
"Rule 144A Global Note"                                                  2.1

                  SECTION 1.3.   INCORPORATION BY REFERENCE OF TRUST INDENTURE
                                 ACT

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee;

                  "obligor" on the Notes means any Issuer, any Guarantor and any
successor obligor.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

                  SECTION 1.4.   RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

                  (a) a term has the meaning assigned to it;

<PAGE>

                                                                              18

                  (b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (c) "or" is not exclusive;

                  (d) words in the singular include the plural, and in the
plural include the singular;

                  (e) provisions apply to successive events and transactions.

                  SECTION 1.5.   ONE CLASS OF SECURITIES.

                  The Initial Notes and the Exchange Notes shall vote and
consent together on all matters as one class and none of the Initial Notes or
the Exchange Notes shall have the right to vote or consent as a separate class
on any matter.

                                    ARTICLE 2
                                    THE NOTES

                  SECTION 2.1.   FORM AND DATING.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. Subject to Section 2.7
hereof, the Notes shall be issued at any time, or from time to time, in an
aggregate principal amount not to exceed $250,000,000. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
agreements to which any Issuer or any Guarantor is subject or usage. Each Note
shall be dated the date of its authentication. The Notes shall be issued
initially in denominations of $1,000 and integral multiples thereof.

                  Notes offered and sold in reliance on Rule 144A under the
Securities Act ("Rule 144A") shall be issued initially in the form of one or
more permanent global notes in registered form without interest coupons, in
substantially the form set forth in Exhibit A (each, a "Rule 144A Global Note"),
deposited with the Trustee, as custodian for The Depository Trust Company (the
"Depositary"), duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Rule 144A Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary, as hereinafter
provided.

                  Notes offered and sold in reliance on Regulation S under the
Securities Act ("Regulation S") shall be issued initially in the form of one or
more temporary global notes in registered form without interest coupons, in
substantially the form set forth in Exhibit A (each, a "Regulation S Temporary
Global Note"), which shall be deposited with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided. The Restricted Period for the Notes shall be terminated
upon the receipt by the Trustee of (i) a written certificate from the
Depositary, together with copies of certificates from Euroclear and Clearstream
certifying that they have received certification of non-United States beneficial
ownership of

<PAGE>

                                                                              19

100% of the aggregate principal amount of the Regulation S Temporary Global Note
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note bearing a Private Placement Legend, all
as contemplated by Section 2.17 hereof), and (ii) an Officers' Certificate from
the Issuers. Following the termination of the Restricted Period, beneficial
interests in a Regulation S Temporary Global Note shall be exchanged for
beneficial interests in one or more permanent global notes in registered form
without interest coupons, in substantially the form set forth in Exhibit A (a
"Regulation S Permanent Global Note," and collectively with the Regulation S
Temporary Global Note, the "Regulation S Global Notes") pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Notes. The aggregate principal amount of the Regulation S Temporary
Global Notes and the Regulation S Permanent Global Notes may from time to time
be increased or decreased by adjustments made on the records of the Trustee and
the Depositary or its nominee, as the case may be, in connection with transfers
of interest as hereinafter provided.

                  Exchange Notes exchanged for interests in the Rule 144A Global
Notes, the Regulation S Global Notes or any Physical Securities will be issued
in the form of one or more permanent global notes in registered form without
interest coupons, substantially in the form of Exhibit A (an "Exchange Global
Note"), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Issuers and authenticated by the Trustee as hereinafter
provided.

                  The Rule 144A Global Notes, the Regulation S Temporary Global
Notes, the Regulation S Permanent Global Notes and the Exchange Global Notes are
collectively referred to herein as the "Global Notes."

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream
shall be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Notes and the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.

                  SECTION 2.2.   EXECUTION AND AUTHENTICATION.

                  An Officer of each of Issuer shall sign the Notes for the
Issuers by manual or facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time the Note is authenticated, the Note shall nevertheless
be valid.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be conclusive
evidence that the Note has been authenticated under this Indenture. The form of
Trustee's certificate of authentication to be borne by the Notes shall be
substantially as set forth in Exhibit A hereto.

<PAGE>

                                                                              20

                  The Trustee shall, upon a written order of the Issuers signed
by two Officers of each of the Issuers, authenticate Notes for original issue up
to an aggregate principal amount stated in Section 2.1 hereof. The aggregate
principal amount of Notes outstanding at any time may not exceed the amount set
forth herein, except as provided in Section 2.7.

                  The Trustee may appoint an authenticating agent to
authenticate Notes. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Issuers or an Affiliate of the Issuers.

                  SECTION 2.3.   REGISTRAR AND PAYING AGENT.

                  The Issuers shall maintain (i) an office or agency where Notes
may be presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Notes may be
presented for payment (the "Paying Agent"). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Issuers may appoint one or
more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent. The Issuers may change any Paying
Agent or Registrar without notice to any Holder. The Issuers shall notify the
Trustee of the name and address of any Agent not a party to this Indenture. If
the Issuers fail to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. Either Issuer or any of its Subsidiaries
may act as Paying Agent or Registrar. The Issuers shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture, which
shall incorporate the provisions of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Issuers shall notify
the Trustee of the name and address of any such Agent. If the Issuers fail to
maintain a Registrar or Paying Agent, or fail to give the foregoing notice, the
Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 7.7 hereof.

                  The Issuers initially appoint the Trustee as Registrar, Paying
Agent and agent for service of notices and demands in connection with the Notes.

                  SECTION 2.4.   PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Issuers shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders of Notes or the Trustee all money held by the Paying Agent
for the payment of principal of, premium, if any, or interest or Liquidated
Damages (as defined in the Registration Rights Agreement), if any, on the Notes,
and will notify the Trustee of any default by the Issuers or Guarantors, if any,
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Issuers
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an
Issuer) shall have no further liability for the money delivered to the Trustee.
If either Issuer or any of its Subsidiaries acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.

<PAGE>

                                                                              21

                  SECTION 2.5.   HOLDERS LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders of Notes and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the
Trustee at least seven (7) Business Days before each interest payment date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Holders, including the aggregate principal amount thereof, and the
Issuers and the Guarantors shall otherwise comply with TIA Section 312(a).

                  SECTION 2.6.   TRANSFER AND EXCHANGE.

                  (a) Where Notes are presented to the Registrar with a request
to register the transfer thereof or exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met; provided,
however, that any Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar and the Trustee duly executed by
the Holder thereof or by his attorney duly authorized in writing. To permit
registrations of transfer and exchanges, the Issuers shall issue and the Trustee
shall authenticate Notes at the Registrar's request, subject to such rules as
the Trustee may reasonably require.

                  (b) The Issuers and the Registrar shall not be required (i) to
issue, to register the transfer of, or to exchange Notes during a period
beginning at the opening of business on a Business Day fifteen (15) days before
the day of any selection of Notes for redemption or purchase under Section 3.2
and ending at the close of business on the day of selection, or (ii) to register
the transfer of or exchange any Note so selected for redemption or purchase in
whole or in part, except the unredeemed or unpurchased portion of any Note being
redeemed or purchased in part.

                  (c) No service charge shall be made for any registration of a
transfer or exchange (except as otherwise expressly permitted herein), but the
Issuers may require payment by the Holder of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than such transfer tax or similar governmental charge payable upon
exchanges pursuant to Section 2.10, 3.6 or 9.5).

                  (d) Prior to due presentment for registration of transfer of
any Note, the Trustee, any Agent and the Issuers may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of, premium, if any, and interest on
such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and neither the Trustee, any Agent, nor any Issuer shall be affected by
notice to the contrary.

                  (e) Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book

<PAGE>

                                                                              22

entry system maintained by the Holder of such Global Note (or its agent), and
that ownership of a beneficial interest in such Global Note shall be required to
be reflected in a book entry.

                  SECTION 2.7.   REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee, or either
the Issuers or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon the written order of the Issuers signed by two Officers of each Issuer,
shall authenticate a replacement Note if an indemnity bond is supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Issuers, the Trustee, each Agent and each authenticating agent from
any loss which any of them may suffer if a Note is replaced. The Issuers and the
Trustee may charge for its expenses in replacing a Note.

                  Every replacement Note is an additional Obligation of the
Issuers.

                  SECTION 2.8.   OUTSTANDING NOTES.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those reductions in interest in a Global Note effected
by the Trustee in accordance with the provision hereof, and those described in
this Section as not outstanding.

                  If a Note is replaced pursuant to Section 2.7 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

                  If the principal amount of any Note is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  Subject to Section 2.9 hereof, a Note does not cease to be
outstanding because an Issuer or an Affiliate of an Issuer holds the Note.

                  SECTION 2.9.   TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by any Issuer, any Guarantor, or any Affiliate of any Issuer or any Guarantor,
shall be considered as though not outstanding, except that for purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Trust Officer knows to be so
owned shall be so considered. The Issuers agree to notify the Trustee of the
existence of any Notes owned by any Issuer, by any Guarantor or by any Affiliate
of any Issuer or any Guarantor.

                  SECTION 2.10.  TEMPORARY NOTES.

                  Until definitive Notes are ready for delivery, the Issuers may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Issuers and the Trustee consider appropriate

<PAGE>

                                                                              23

for temporary Notes. Without unreasonable delay, the Issuers shall prepare and
the Trustee, upon receipt of the written order of the Issuers signed by two
Officers of each Issuer, shall authenticate definitive Notes in exchange for
temporary Notes. Until such exchange, temporary Notes shall be entitled to the
same rights, benefits and privileges as definitive Notes.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                  SECTION 2.11.  CANCELLATION.

                  The Issuers at any time may deliver Notes to the Trustee for
cancellation along with written instructions to cancel such Notes. The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy cancelled Notes (subject to the
record retention requirement of the Exchange Act) unless an Issuer directs them
to be returned to them. The Issuers may not issue new Notes to replace Notes
that have been redeemed or paid or that have been delivered to the Trustee for
cancellation. All cancelled Notes held by the Trustee shall be destroyed and
certification of their destruction delivered to the Issuers unless by a written
order, signed by an Officer of each of the Issuers, the Issuers shall direct
that cancelled Notes be returned to them.

                  SECTION 2.12.  DEFAULTED INTEREST.

                  If the Issuers default in a payment of interest on the Notes,
they shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders of the Notes on a subsequent special record date, which date shall be at
the earliest practicable date but in all events at least five (5) Business Days
prior to the payment date, in each case at the rate provided in the Notes and in
Section 4.1 hereof. The Issuers shall, with the consent of the Trustee, fix or
cause to be fixed each such special record date and payment date. At least
fifteen (15) days before the special record date, the Issuers (or the Trustee,
in the name of and at the expense of the Issuers) shall mail to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.

                  SECTION 2.13.  RECORD DATE.

                  The record date for purposes of determining the identity of
Holders of Notes entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in TIA Section 316(c).

                  SECTION 2.14.  CUSIP NUMBER.

                  The Issuers in issuing the Notes may use a "CUSIP" number, and
if they do so, the Trustee shall use the CUSIP number in notices of redemption
or exchange as a convenience to Holders; provided, that any such notice may
state that no representation is made as to the correctness or accuracy of the
CUSIP number printed in the notice or on the Notes, and that

<PAGE>

                                                                              24

reliance may be placed only on the other identification numbers printed on the
Notes. The Issuers will promptly notify the Trustee in writing of any change in
the CUSIP number.

                  SECTION 2.15.  RESTRICTIVE LEGENDS.

                  Each 144A Global Note and Physical Security that constitutes a
Restricted Security shall bear the following legend (the "Private Placement
Legend") unless otherwise agreed by the Issuers and the Holder thereof:

                  THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITY
                  NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
                  SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
                  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE
                  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
                  THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A)
                  IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
                  144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON
                  AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION"
                  PURSUANT TO RULE 903 OR 904 REGULATION S, (2) AGREES THAT IT
                  WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH
                  SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
                  SECURITIES ACT OR ANY SUCCESSOR PROVISIONS THEREUNDER) AFTER
                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
                  PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH
                  MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., MERISTAR
                  HOSPITALITY FINANCE CORP. II OR ANY OF THEIR RESPECTIVE
                  AFFILIATES WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
                  OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
                  REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION
                  TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS
                  SECURITY EXCEPT (A) TO MERISTAR HOSPITALITY OPERATING
                  PARTNERSHIP, L.P., MERISTAR HOSPITALITY FINANCE CORP. II OR
                  ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT TO A
                  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
                  THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
                  AND SALES TO NON-U.S. PERSONS THAT

<PAGE>

                                                                              25

                  OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF
                  REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
                  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND
                  (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
                  SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
                  OF THIS LEGEND; PROVIDED THAT MERISTAR HOSPITALITY OPERATING
                  PARTNERSHIP, L.P., THE TRUSTEE AND THE TRANSFER AGENT AND
                  REGISTRAR RESERVE THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER
                  TRANSFER PURSUANT TO CLAUSES (D) OR (E) ABOVE TO REQUIRE
                  DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND OTHER
                  INFORMATION SATISFACTORY TO MERISTAR HOSPITALITY OPERATING
                  PARTNERSHIP, L.P., THE TRUSTEE AND THE TRANSFER AGENT AND
                  REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
                  HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
                  HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
                  "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
                  REGULATION S UNDER THE SECURITIES ACT.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
                  BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS
                  AGREEMENT RELATING TO ALL THE SECURITIES.

                  Each Temporary Regulation S Global Note shall bear the
following legend on the face thereof:

                  PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE
                  PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF
                  1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY
                  MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                  WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO,
                  OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN
                  REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A
                  "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
                  ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION
                  MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE
                  REFERRED TO HEREIN.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
                  BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS
                  AGREEMENTS RELATING TO ALL THE SECURITIES.

                  Each Global Note shall also bear the following legend on the
face thereof:

<PAGE>

                                                                              26

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                  SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
                  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
                  OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY,
                  OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR
                  ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL
                  BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                  NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
                  SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
                  RESTRICTIONS SET FORTH IN THE INDENTURE.

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

                  SECTION 2.16. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY.

                  (a) The Global Notes initially shall (i) be registered in the
name of the Depositary or the nominee of such Depositary, (ii) be delivered to
the Trustee as custodian for such Depositary and (iii) bear the appropriate
legends as set forth in Section 2.15.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary, or the Trustee as its custodian, or
under the Global Note, and the Depositary may be treated by the Issuers, the
Trustee and any agent of an Issuer or the Trustee as the absolute owner of the
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.

                  (b) Transfers of any Global Note shall be limited to transfers
in whole, but not in part, to the Depositary, its successors or their respective
nominees. Except as provided below,

<PAGE>

                                                                              27

owners of beneficial interests in Global Notes will not be entitled to
receive Physical Securities. If required to do so pursuant to any applicable law
or regulation, beneficial owners may obtain Physical Securities in exchange for
their beneficial interests in a Global Note upon written request in accordance
with the Depositary's and the Registrar's procedures. In addition, Physical
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Note if (i) the Depositary notifies the Issuers
that it is unwilling or unable to continue as depositary for such Global Note or
the Depositary ceases to be a clearing agency registered under the Exchange Act,
at a time when the Depositary is required to be so registered in order to act as
depositary, and in each case a successor depositary is not appointed by the
Issuers within 90 days of such notice or, (b) the Issuers execute and deliver to
the Trustee and Registrar an Officers' Certificate stating that such Global Note
shall be so exchangeable or (c) an Event of Default has occurred and is
continuing and the Registrar has received a written request from the Depositary
to issue Physical Securities; provided that in no event shall the Regulation S
Temporary Global Note be exchanged by the Issuers for Physical Securities prior
to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under
the Securities Act.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in a Global Note to beneficial owners pursuant to
paragraph (b) above, the Registrar shall (if one or more Physical Securities are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of the beneficial interest in such Global Note to be
transferred, and the Issuers shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of like tenor and amount.

                  (d) In connection with the transfer of an entire Global Note
to beneficial owners pursuant to paragraph (b) above, such Global Note shall be
deemed to be surrendered to the Trustee for cancellation, and the Issuers shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
such Global Note, an equal aggregate principal amount of Physical Securities of
authorized denominations.

                  (e) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Note pursuant to paragraph (b)
or (c) above shall, except as otherwise provided by paragraphs (a)(i)(x) and (c)
of Section 2.17, bear the legend regarding transfer restrictions applicable to
the Physical Securities set forth in Section 2.15.

                  (f) The Holder of a Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

                  SECTION 2.17.  SPECIAL TRANSFER PROVISIONS.

                  (a) Transfers to Non-U.S. Persons. The following provisions
                      -----------------------------
shall apply with respect to the registration of any proposed transfer of a Note
constituting a Restricted Security to any Non-U.S. Person:

<PAGE>

                                                                              28

                  (i)     the Registrar shall register the transfer of any Note
      constituting a Restricted Security, whether or not such Note bears the
      Private Placement Legend, if (x) the requested transfer is after December
      19, 2003, or (y) the proposed transferor has delivered to the Registrar a
      certificate substantially in the form of Exhibit C hereto; and

                  (ii)    if the proposed transferee is an Agent Member and the
      Notes to be transferred consist of Physical Securities which after
      transfer are to be evidenced by an interest in the Global Note, upon
      receipt by the Registrar of instructions given in accordance with the
      Depositary's and the Registrar's procedures, the Registrar shall reflect
      on its books and records the date and an increase in the principal amount
      of the Global Note in an amount equal to principal amount of the Physical
      Securities to be transferred, and the Trustee shall cancel the Physical
      Securities so transferred.

                  (b)  Transfers to QIBs. The following provisions shall apply
                       ----------------
with respect to the registration of any proposed transfer of a Note constituting
a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

                  (i)     the Registrar shall register the transfer if such
      transfer is being made by a proposed transferor who has checked the box
      provided for on the form of Note stating, or has otherwise advised the
      Issuers and the Registrar in writing, that the sale has been effected in
      compliance with the provisions of Rule 144A to a transferee who has signed
      the certification provided for on the form of Note stating, or has
      otherwise advised the Issuers and the Registrar in writing, that it is
      purchasing the Notes for its own account or an account with respect to
      which it exercises sole investment discretion and that any such account is
      a QIB within the meaning of Rule 144A, and it is aware that the sale to it
      is being made in reliance on Rule 144A and acknowledges that it has
      received such information regarding the Issuers as it has requested
      pursuant to Rule 144A or has determined not to request such information
      and that it is aware that the transferor is relying upon its foregoing
      representations in order to claim the exemption from registration provided
      by Rule 144A; and

                  (ii)    if the proposed transferee is an Agent Member and the
      Notes to be transferred consist of Physical Securities which after
      transfer are to be evidenced by an interest in the Global Note, upon
      receipt by the Registrar of instructions given in accordance with the
      Depositary's and the Registrar's procedures, the Registrar shall reflect
      on its books and records the date and an increase in the principal amount
      of the Global Note in an amount equal to principal amount of the Physical
      Securities to be transferred, and the Trustee shall cancel the Physical
      Securities so transferred.

                  (c)  Private Placement Legend. Upon the registration of the
                       ------------------------
      transfer, exchange or replacement of Notes not bearing the Private
      Placement Legend, the Registrar shall deliver Notes that do not bear the
      Private Placement Legend. Upon the registration of the transfer, exchange
      or replacement of Notes bearing the Private Placement Legend, the
      Registrar shall deliver only Notes that bear the Private Placement legend
      unless (i) the circumstance contemplated by paragraph (a)(i)(x) of this
      Section 2.17 exists or (ii) there is delivered to the Registrar an Opinion
      of Counsel reasonably satisfactory to the Company and the Trustee to the
      effect that neither such

<PAGE>

                                                                              29

legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.


                  (d) General. By its acceptance of any Note bearing the Private
                      -------
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

                  (e) Notwithstanding anything to the contrary contained herein,
(i) prior to the expiration of the Restricted Period, transfers of beneficial
interests in a Temporary Regulation S Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than the Initial
Purchasers), and (ii) a beneficial interest in a Regulation S Temporary Global
Note may not be exchanged for a Physical Security or transferred to a Person who
takes delivery thereof in the form of a Physical Security prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities
Act, except in the case of a transfer pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 903 or Rule 904.

                  The Registrar shall retain for at least two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 hereof or this Section 2.17. The Issuers shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

                                   ARTICLE 3
                       REDEMPTIONS AND OFFERS TO PURCHASE

                  SECTION 3.1. NOTICES TO TRUSTEE.

                  If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.7 hereof, they shall furnish to the Trustee,
at least 45 days but not more than 90 days before a redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), an Officers'
Certificate setting forth (i) the Section of this Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.

                  If the Company is required to make an offer to purchase Notes
pursuant to the provisions of Sections 4.10 or 4.14, it shall furnish to the
Trustee, an Officers' Certificate setting forth (i) the Section of this
Indenture pursuant to which the offer to purchase shall occur, (ii) the offer's
terms, (iii) the purchase price, (iv) the principal amount of the Notes to be
purchased and (v) a statement to the effect that (a) the Company, the Parent or
one of their respective Restricted Subsidiaries has made an Asset Sale and that
the conditions set forth in Sections 3.9 and 4.10 have been satisfied or (b) a
Change of Control has occurred and the conditions set forth in Section 4.14 have
been satisfied, as applicable.

<PAGE>

                                                                              30

                  SECTION 3.2. SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.

                  In the event that less than all of the Notes are to be
purchased in an Asset Sale Offer or redeemed at any time, the Trustee shall
select the Notes to be redeemed or purchased among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate (and in such manner as complies with applicable legal requirements).
The Issuers shall give written notice to the Trustee of such requirements of any
securities exchange not less than forty-five (45) nor more than ninety (90) days
prior to the date on which notice of such redemption or purchase is to be given.
In the event a partial redemption is made with the proceeds of a Public Equity
Offering, selection of the Notes of the applicable series or portions thereof
for redemption shall be made by the Trustee only on a pro rata basis or on as
nearly a pro rata basis as practicable (subject to procedures of the
Depositary), unless such method is otherwise prohibited. In the event of partial
redemption, other than pro rata, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes of
such series not previously called for redemption. In the event that less than
all of the Notes of a series properly tendered in an Asset Sale Offer are to be
purchased, the particular Notes of such series to be purchased shall be selected
promptly upon the expiration of such Asset Sale Offer.

                  The Trustee shall promptly notify the Issuers in writing of
the Notes of any series selected for redemption or purchase and, in the case of
any Note selected for partial redemption or purchase, the principal amount
thereof to be redeemed or purchased. Notes and portions of them selected shall
be in principal amounts of $1,000 or whole multiples of $1,000; except that if
all of the Notes of any series of a Holder are to be redeemed or purchased, the
entire outstanding principal amount of Notes of such series held by such Holder
shall be redeemed or purchased. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                  In the event the Company is required to make an Asset Sale
Offer pursuant to Section 3.9 and Section 4.10 hereof, and the amount of Excess
Proceeds to be applied to such purchase would result in the purchase of a
principal amount of Notes which is not evenly divisible by $1,000, the Trustee
shall promptly refund to the Company the portion of such Excess Proceeds that is
not necessary to purchase the immediately lesser principal amount of Notes that
is so divisible.

                  SECTION 3.3. NOTICE OF REDEMPTION.

                  At least thirty (30) days but not more than sixty (60) days
before a redemption date, the Issuers shall mail, or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

                  The notice shall identify the CUSIP number of the Notes, if
any, and the Notes to be redeemed and shall state:

<PAGE>

                                                                              31

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note in principal amount equal to the
unredeemed portion will be issued;

                  (d) the name and address of the Paying Agent;

                  (e) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                  (f) that, unless the Issuers default in making such redemption
payment, interest and Liquidated Damages, if any, on Notes called for redemption
ceases to accrue on and after the redemption date;

                  (g) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and

                  (h) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.

                  At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense.

                  SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.3 hereof, Notes called for redemption become due and payable on the redemption
date at the redemption price. On and after the redemption date, unless the
Issuers default in the payment of the redemption price, interest and Liquidated
Damages, if any, will cease to accrue on the Notes or portions of them called
for redemption and all rights of Holders of such Notes will terminate except for
the right to receive the redemption price. Upon surrender to the Paying Agent,
the Holders of such Notes shall be paid the redemption price plus accrued
interest and Liquidated Damages, if any, to the redemption date, but interest
installments and unpaid Liquidated Damages, if any, whose maturity is on or
prior to the redemption date will be payable to the Holder of record at the
close of business on the relevant record dates referred to in the Notes. A
notice of redemption may not be conditional.

                  SECTION 3.5. DEPOSIT OF REDEMPTION PRICE.

                  At least one Business Day before the redemption date, the
Issuers shall deposit with the Trustee or with the Paying Agent money in
immediately available funds sufficient to pay the redemption price of and, if
applicable, accrued interest and Liquidated Damages, if any, on all Notes to be
redeemed on that date. The Trustee or the Paying Agent shall promptly, and in
any event within two Business Days after the redemption date, return to the
Issuers any money deposited with the Trustee or the Paying Agent by the Issuers
in excess of the amounts necessary

<PAGE>

                                                                              32

to pay the redemption price of and, if applicable, accrued interest and
Liquidated Damages, if any, on all Notes to be redeemed.

                  If the Issuers comply with the provisions of the preceding
paragraph, interest and Liquidated Damages, if any, on the Notes or the portions
of Notes to be redeemed will cease to accrue on the applicable redemption date,
whether or not such Notes are presented for payment. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Issuers to comply with the preceding paragraph, interest will be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, from the redemption date until such unpaid interest is paid, in each
case at the rate provided in the Notes and in Section 4.1 hereof.

                  SECTION 3.6. NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is redeemed in part, the Issuers
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Issuers a new Note equal in principal amount to the unredeemed portion of
the Note surrendered; provided, however, that no Note of $1,000 or less in
principal amount shall be purchased or redeemed in part.

                  SECTION 3.7. OPTIONAL REDEMPTION.

                  (a) Prior to December 15, 2004, the Issuers may redeem, on any
one or more occasions, with the net cash proceeds of one or more public
offerings of the common equity of the Parent (a "Public Equity Offering")
(within 60 days of the consummation of any such Public Equity Offering), up to
35% of the aggregate principal amount of the Notes at a redemption price equal
to 110.500% of the principal amount of such Notes plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the redemption date;
provided, however, that at least 65% of the aggregate principal amount of the
Notes originally issued remains outstanding immediately after each such
redemption.

                  (b) Except as set forth in clause (a) of this Section 3.7, the
Issuers shall not have the option to redeem the Notes prior to December 15,
2005. On or after December 15, 2005, the Issuers may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the 12-month period beginning on
December 15 of the years indicated below:

Year                                                                 Percentage
----                                                                 ----------

2005 ...............................................................   105.250%

2006 ...............................................................   102.625%

2007 and thereafter ................................................   100.000%

         If the optional redemption date is on or after an interest record date
and on or before the related interest payment date, the accrued and unpaid
interest, if any, shall be paid to the Person

<PAGE>

                                                                              33

         in whose name the Note is registered at the close of business on such
record date, and no additional interest will be payable to Holders whose Notes
will be subject to redemption by the Issuers.

                  SECTION 3.8. MANDATORY REDEMPTION.

                  Subject to the Company's obligation to make an offer to
purchase Notes pursuant to Section 4.10 and Section 4.14, the Issuers are not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

                  SECTION 3.9. OFFER TO PURCHASE BY APPLICATION OF EXCESS
                               PROCEEDS.

                  Within 30 days after the date that Excess Proceeds exceed
$10.0 million and an Asset Sale Offer is required under Section 4.10 hereof, the
Company shall mail or cause the Trustee to mail (in the Company's name and at
its expense and pursuant to an Officers Certificate) an offer to purchase to
each Holder of Notes pursuant to the terms of this Section 3.9 and to holders of
other Indebtedness that ranks by its terms pari passu in right of payment with
the Notes and the terms of which contain substantially similar requirements with
respect to the application of net proceeds from asset sales as are contained
herein.

                  The Asset Sale Offer (as defined in Section 4.10) with respect
to the Notes shall be mailed by the Company (or the Trustee) to Holders of Notes
of each series at their last registered address with a copy to the Trustee and
the Paying Agent and shall set forth (a) notice that an Asset Sale has occurred,
that the Company is making an Asset Sale Offer, pursuant to this Section 3.9,
and that each Holder of Notes of each series then outstanding has the right to
require the Company to repurchase, for cash, such Holder's Notes at the Asset
Sale Offer Price, plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the payment date; (b) the purchase price per $1,000 of
principal amount and the payment date of the Asset Sale Offer, (c) the maximum
amount of Excess Proceeds, required to be applied to such Asset Sale Offer with
respect to the Notes; (d) that any Notes properly tendered pursuant to the Asset
Sale Offer will be accepted for payment (subject to reduction as provided in
this Section 3.9) on the payment date of the Asset Sale Offer and any Notes not
properly tendered will remain outstanding and continue to accrue interest and
Liquidated Damages, if applicable; (e) that unless the Company defaults in the
payment of the Asset Sale Offer Price, all Notes accepted for payment pursuant
to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages
after the payment date of the Asset Sale Offer; (f) that Holders electing to
have any Notes purchased pursuant to an Asset Sale Offer will be required to
surrender the Notes, with the form entitled Option of Holder to Elect Purchase
on the reverse of the Notes completed, or transfer by book-entry transfer, to
the Issuers, the Depository or the Paying Agent specified in the notice at the
address specified in the notice prior to the close of business on the third
Business Day preceding the payment date of the Asset Sale Offer; (g) that
Holders will be entitled to withdraw their tendered Notes and their election to
require the Company to purchase the Notes provided that the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the payment date of the Asset Sale Offer, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount and series of Notes tendered for purchase, and a statement that such
Holder is withdrawing such Holder's tendered Notes and such Holder's election to
have

<PAGE>

                                                                              34

such Notes purchased; (h) that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the amount of the Asset Sale Offer, the Company
shall select the Notes of each series to be purchased by lot on a pro rata basis
(with such adjustments as may be deemed appropriate by the Company so that only
Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased or otherwise in accordance with this Indenture); and (i) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer). If the payment date of the Asset Sale Offer
is on or after an interest payment record date and on or before the related
interest payment date, any accrued interest and Liquidated Damages will be paid
to the Person in whose name a Note is registered at the close of business on
such record date, and no additional interest will be payable to Holders who
tender a Note pursuant to the Asset Sale Offer.

                  The Company shall fix the payment date of the Asset Sale Offer
for such purchase no earlier than 30 but no more than 60 days after the Asset
Sale Offer is mailed as set forth above, except as may otherwise be required by
applicable law.

                  The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable, in the event that the Company is required to repurchase Notes
pursuant to this Section 3.9. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 3.9,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Indenture by
virtue thereof.

                  On the payment date of the Asset Sale Offer, the Company
shall, to the extent permitted by law, (x) accept for payment Notes or portions
thereof properly tendered pursuant to the Asset Sale Offer, (y) deposit with the
Paying Agent the amount of money, in immediately available funds, equal to the
maximum Excess Proceeds required under Section 4.10 to be applied to such Asset
Sale Offer with respect to such Notes and (z) deliver or cause to be delivered
to the Trustee, Notes so accepted together with an Officers' Certificate stating
the Notes or portions thereof tendered to the Company. If the aggregate purchase
price of all Notes of any series properly tendered exceeds the maximum amount of
Excess Proceeds required to be applied to such Asset Sale Offer with respect to
such Notes, as applicable, the Notes or portions thereof to be purchased shall
be selected pursuant to Section 3.2 hereof. The Paying Agent shall promptly mail
to each Holder of Notes so accepted for payment a check in an amount equal to
the aggregate purchase price of the Notes purchased by the Company from such
Holder and the Trustee shall promptly authenticate and mail to each Holder a new
Note of the same series equal in principal amount to any unpurchased portion of
any Note surrendered, if any, or return any unpurchased Note to such Holder;
provided, however, that each such new Note shall be in a principal amount of
$1,000 or an integral multiple thereof. The Company shall publicly announce in a
newspaper of national circulation or in a press release provided to a nationally
recognized financial wire service the results of the Asset Sale Offer on the
payment date.

                  Other than as specifically provided in this Section 3.9, each
purchase pursuant to this Section 3.9 shall be made pursuant to the provisions
of Sections 3.1, 3.2, 3.5 and 3.6 hereof.

<PAGE>
                                                                              35


                                    ARTICLE 4
                                    COVENANTS

                  SECTION 4.1. PAYMENT OF NOTES.

                  The Issuers shall pay or cause to be paid the principal of,
premium, if any, and interest and Liquidated Damages, if any, on the Notes on
the dates and in the manner provided in this Indenture and the Notes. Principal,
premium, if any, and interest and Liquidated Damages, if any, shall be
considered paid on the due date if the Paying Agent, if other than an Issuer or
a Subsidiary of an Issuer, holds as of 9:00 a.m. Eastern Time on the due date
money deposited by the Issuers in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest and
Liquidated Damages, if any, then due. Such Paying Agent shall return to the
Issuers promptly, and in any event, no later than five days following the date
of payment, any money (including accrued interest) that exceeds such amount of
principal, premium, if any, and interest paid on the Notes. The Issuers shall
pay all Liquidated Damages, if any, in the same manner and on the same dates as
set forth above and in the amounts set forth in the Registration Rights
Agreement.

                  The Issuers shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the interest rate then applicable to the
Notes to the extent lawful. In addition, the Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages, if any, (without regard
to any applicable grace period) at the same rate to the extent lawful.

                  SECTION 4.2. MAINTENANCE OF OFFICE OR AGENCY.

                  The Issuers shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee or Registrar) where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuers in respect of the Notes and this Indenture may be served. The
Issuers shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Issuers
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

                  The Issuers may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Issuers of their obligations to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Issuers shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Issuers hereby designate the Corporate Trust Office of the
Trustee as one such office or agency of the Issuers in accordance with Section
2.3.

<PAGE>
                                                                              36

     SECTION 4.3.   SEC REPORTS.

     (a) The Issuers and the Parent shall, whether or not required
by the rules and regulations of the SEC, submit to the SEC for public
availability (unless the SEC will not accept such a submission) and provide to
the Trustee and the Holders of outstanding Notes copies of all quarterly and
annual reports and other information, documents and reports specified in
Sections 13 and 15(d) of the Exchange Act for so long as the Notes are
outstanding (which shall include, without limitation, a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report thereon by its certified independent
accountants). The Issuers and the Parent shall make such information available
to investors and securities analysts who request it in writing. Such information
may be combined into one or two reports if permitted by the rules and
regulations of the SEC.

     (b) If an Issuer, the Parent or a Subsidiary Guarantor is required to
furnish annual or quarterly reports to its stockholders pursuant to the Exchange
Act, the Issuers and the Parent shall cause such annual report or quarterly or
other financial report furnished to be filed with the Trustee and mailed to the
Holders at their addresses appearing in the register of Notes maintained by the
Registrar.

     (c) The Issuers, the Parent and the Subsidiary Guarantors shall deliver all
reports and other documents and information to the Holders under this Section
4.3. The Trustee shall, if requested to by the Issuers, deliver such reports,
other documents and information to the Holders, but at the sole expense of the
Issuers.

     (d) The Issuers and the Parent, for so long as the Notes are outstanding,
will continue to provide to Holders and to prospective purchasers of Notes the
information required by Rule 144A(d)(4).

     (e) Notwithstanding anything contrary herein, the Trustee shall have no
duty to review such documents for purposes of determining compliance with any
provision of this Indenture.

     SECTION 4.4.   COMPLIANCE CERTIFICATE.

     (a) Each of the Issuers and the Parent shall deliver to the Trustee, within
sixty (60) days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Parent, the Issuers and their
respective Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether each of
the Parent, the Issuers and their respective Subsidiaries has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge each of the Parent, each Issuer and their respective
Subsidiaries has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action each of
the Parent, each Issuer and their respective Subsidiaries is taking or propose
to take with respect thereto) and that to the best of his or her knowledge no

<PAGE>
                                                                              37

event has occurred and remains in existence by reason of which payments on
account of the principal of or interest or Liquidated Damages, if any, on the
Notes are prohibited (or if such event has occurred, a description of the event
and what action each is taking or proposes to take with respect thereto).

     (b) Each of the Issuers and the Parent shall, so long as any of the Notes
are outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of (i) any Default or Event of Default or (ii) any event of default under
any other mortgage, indenture or instrument which with the passage of time or
giving of notice would be a Default or an Event of Default under Section 6.1
hereof, an Officers' Certificate specifying such Default or Event of Default and
what action the Issuers or the Parent are taking or propose to take with respect
thereto.

     SECTION 4.5.   TAXES.

     Each of the Issuers and the Parent shall, and shall cause each of their
respective Subsidiaries to pay prior to delinquency, all material taxes,
assessments, and governmental levies except as contested in good faith and by
appropriate proceedings.

     SECTION 4.6.   STAY, EXTENSION AND USURY LAWS.

     Each of the Issuers, the Parent and the Subsidiary Guarantors covenant, and
the Company and the Parent shall cause any future Guarantors to covenant (to the
extent they may lawfully do so), that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture.
Each of the Issuers, the Parent and the Subsidiary Guarantors (to the extent it
may lawfully do so) hereby expressly waives, and the Company and the Parent will
cause any future Guarantor (to the extent it may lawfully do so) expressly to
waive, all benefit or advantage of any such law, and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.

     SECTION 4.7.   LIMITATION ON RESTRICTED PAYMENTS.

     The Company and the Parent shall not, and shall not permit any of their
respective Restricted Subsidiaries to, directly or indirectly: (i) declare or
pay any dividend or make any distribution on account of the Company's, the
Parent's or any of their respective Restricted Subsidiaries' Equity Interests,
other than: (1) dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company or the Parent; (2) dividends or
distributions by a Restricted Subsidiary of the Company or the Parent (other
than the Company), provided that to the extent that a portion of such dividend
or distribution is paid to a holder of Equity Interests of a Restricted
Subsidiary other than the Company, the Parent or a Restricted Subsidiary of the
Company or the Parent, such portion of such dividend or distribution is not
greater than such holder's pro rata aggregate common equity interest in such
Restricted Subsidiary; and (3) dividends or distributions payable on Existing
Preferred OP Units and Preferred OP Units issued in compliance with Section 4.9
hereof; (ii) purchase, redeem or

<PAGE>
                                                                              38

otherwise acquire or retire for value any Equity Interests of the Company, the
Parent or any Restricted Subsidiary of the Company or the Parent or other
Affiliate of the Company or the Parent, other than (A) any Equity Interests
owned by the Company, the Parent or any Restricted Subsidiary of the Company or
the Parent; (B) any Existing Preferred OP Units and (C) any Preferred OP Units
issued in compliance with Section 4.9 hereof; (iii) purchase, redeem or
otherwise acquire or retire for value any Indebtedness of the Company, the
Parent or any Restricted Subsidiary of the Company or the Parent that is
subordinated or junior in right of payment, by its terms, to the Notes or any
Guarantee thereof prior to the scheduled final maturity or sinking fund payment
dates for payment of principal and interest in accordance with the original
documentation for such subordinated or junior Indebtedness; or (iv) make any
Investment (all such payments and other actions set forth in clauses (i) through
(iv) above being collectively referred to as "Restricted Payments"), unless, at
the time of such Restricted Payment:

     (a) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof;

     (b) the Company and the Parent would, at the time of such Restricted
Payment and after giving pro forma effect thereto as if such Restricted Payment
had been made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
tests set forth in the first paragraph of Section 4.9 hereof; and

     (c) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company, the Parent and their respective
Restricted Subsidiaries after the date of this Indenture (excluding Restricted
Payments permitted by clauses (ii), (iii), (iv), (v) and (vii)(X) of the second
next succeeding paragraph) is less than the sum, without duplication, of (i) 95%
of the aggregate amount of the Funds From Operations (or, if the Funds From
Operations is a loss, minus 100% of the amount of such loss) (determined by
excluding income resulting from transfers of assets by the Company, the Parent
or any of their respective Restricted Subsidiaries to an Unrestricted
Subsidiary) accrued on a cumulative basis during the period (taken as one
accounting period) beginning on the first day of the fiscal quarter immediately
following January 26, 2001 to the end of the Parent's most recently ended fiscal
quarter for which internal financial statements are available at the time of
such Restricted Payment, plus (ii) 100% of the aggregate net proceeds (including
the fair market value of non-cash proceeds as determined in good faith by the
Board of Directors) received by the Company or the Parent from the issue or
sale, in either case, since January 26, 2001 of either (A) Equity Interests of
the Company or the Parent or of (B) debt securities of the Company or the Parent
that have been converted or exchanged into such Equity Interests (other than
Equity Interests (or convertible or exchangeable debt securities) sold to a
Restricted Subsidiary of the Company or the Parent and other than Disqualified
Stock or debt securities that have been converted or exchanged into Disqualified
Stock), plus (iii) in case, after January 26, 2001, any Unrestricted Subsidiary
has been redesignated a Restricted Subsidiary pursuant to the terms of this
Indenture or has been merged, consolidated or amalgamated with or into, or
transfers or conveys assets to, or is liquidated into, the Company, the Parent
or a Restricted Subsidiary of the Company or the Parent and, provided that no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof, the lesser of (A) the book value (determined in
accordance with GAAP) at the date of

<PAGE>
                                                                              39

     such redesignation, combination or transfer of the aggregate Investments
     made by the Company, the Parent and their respective Restricted
     Subsidiaries in such Unrestricted Subsidiary (or of the assets transferred
     or conveyed, as applicable) and (B) the fair market value of such
     Investments in such Unrestricted Subsidiary at the time of such
     redesignation, combination or transfer (or of the assets transferred or
     conveyed, as applicable), in each case as determined in good faith by the
     Board of Directors of the Parent, whose determination shall be conclusive
     and evidenced by a resolution of such Board and, in each case, after
     deducting any Indebtedness associated with the Unrestricted Subsidiary so
     designated or combined or with the assets so transferred or conveyed, plus
     (iv) 100% of any dividends, distributions or interest actually received in
     cash by the Company, the Parent or a Restricted Subsidiary of the Company
     or the Parent after January 26, 2001 from (A) a Restricted Subsidiary the
     Net Income of which has been excluded from the computation of Funds From
     Operations, (B) an Unrestricted Subsidiary, (C) a Person that is not a
     Subsidiary or (D) a Person that is accounted for on the equity method
     (except in the case of each of clauses (B), (C) and (D), to the extent any
     such amounts are included in the calculation of Funds From Operations).

                Notwithstanding the foregoing, the Company or the Parent may
     declare or pay any dividend or make any distribution that is necessary to
     maintain the Parent's status as a REIT under the Internal Revenue Code if:

                (a) the aggregate principal amount of all of the outstanding
                    Indebtedness of the Company, the Parent and their respective
                    Restricted Subsidiaries on a consolidated basis at such time
                    is less than 80% of the Parent's Adjusted Total Assets; and

                (b) no Default or Event of Default shall have occurred and be
                    continuing.

                Notwithstanding the foregoing, the provisions of this Section
     4.7 will not prohibit:

                       (i) the payment of any dividend within 60 days after the
           date of declaration thereof, if at said date of declaration such
           payment would have complied with the provisions of this Indenture;
           (ii) (X) the redemption, purchase, retirement or other acquisition of
           any OP Unit or Preferred OP Unit in exchange for Equity Interests of
           the Parent (other than Disqualified Stock) and (Y) the redemption,
           purchase, retirement or other acquisition of any Equity Interests of
           the Company, the Parent or a Restricted Subsidiary of the Company or
           the Parent (other than OP Units or Preferred OP Units) in exchange
           for, or out of the proceeds of, the substantially concurrent sale
           (other than to a Restricted Subsidiary of the Company or the Parent)
           of other Equity Interests of the Company or the Parent (other than
           any Disqualified Stock); provided that in the case of (X) and (Y) the
           amount of any proceeds that is utilized for such redemption,
           repurchase, retirement or other acquisition shall be excluded from
           clause (c)(ii) of the first paragraph of this Section 4.7; (iii) the
           defeasance, redemption, repayment or purchase of Indebtedness of the
           Company, the Parent or any Restricted Subsidiary of the Company or
           the Parent that is subordinated or junior in right of payment, by its
           terms, to the Notes or any Guarantee thereof in a Permitted
           Refinancing; (iv) the defeasance, redemption, repayment or purchase
           of Indebtedness of the Company, the Parent or any Restricted
           Subsidiary of the Company or the Parent that is subordinated or
           junior in right of

<PAGE>
                                                                              40

         payment, by its terms, to the Notes or any Guarantee thereof with the
         proceeds of a substantially concurrent sale (other than to a Subsidiary
         of the Company or the Parent) of Equity Interests (other than
         Disqualified Stock) of the Company or the Parent; provided that the
         amount of any proceeds that is utilized for such defeasance,
         redemption, repayment or purchase shall be excluded from clause (c)(ii)
         of the first paragraph of this Section 4.7; (v) the purchase,
         redemption or other acquisition or retirement for value of any Equity
         Interests of the Company or the Parent pursuant to any management
         equity subscription agreement, stock option agreement or stock award;
         provided, however, that the aggregate price paid for all such
         purchased, redeemed, acquired or retired Equity Interests shall not
         exceed $3,000,000 in any 12 month period; (vi) payments or
         distributions to dissenting stockholders pursuant to applicable law
         pursuant to or in connection with a consolidation, merger or transfer
         of assets that complies with the provisions of this Indenture
         applicable to mergers, consolidations and transfers of all or
         substantially all of the property or assets of the Company or the
         Parent; (vii) (X) the making of any Permitted Investment described in
         clauses (a), (b), (c), (d), (f) or (g) of the definition thereof and
         (Y) the making of any Permitted Investment described in clause (e)
         thereof; and (viii) payments that would otherwise be Restricted
         Payments, in an aggregate amount not to exceed $35 million
         collectively, provided that at the time of, and after giving effect to,
         the proposed payment, the Company and the Parent could have incurred at
         least $1.00 of additional Indebtedness under the first paragraph of
         Section 4.9; provided, however, that, in the case of clauses (ii)(Y),
         (iii), (iv), (v), (vi), (vii)(Y) and (viii), no Default or Event of
         Default shall have occurred and be continuing or would occur as a
         consequence thereof.

                  In determining whether any Restricted Payment is permitted by
this Section 4.7, the Company or the Parent may allocate or reallocate all or
any portion of such Restricted Payment among the clauses (i) through (viii) of
the preceding paragraph or among such clauses and the first paragraph of this
Section 4.7 including clauses (a), (b) and (c); provided that at the time of
such allocation or reallocation, all such Restricted Payments, or allocated
portions thereof, would be permitted under the various provisions of this
Section 4.7.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value (evidenced by a resolution of the Board of Directors
set forth in an Officers Certificate delivered to the Trustee) on the date of
the Restricted Payment of the asset(s) proposed to be transferred by the
Company, the Parent or such Restricted Subsidiary, as the case may be, pursuant
to the Restricted Payment. Not later than (i) the end of any calendar quarter in
which any Restricted Payment is made or (ii) the making of a Restricted Payment
which, when added to the sum of all previous Restricted Payments made in a
calendar quarter, would cause the aggregate of all Restricted Payments made in
such quarter to exceed $5.0 million, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section 4.7
were computed, which calculations may be based upon the Parent's latest
available financial statements.

                  The Board of Directors may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if such designation would not cause a Default
or Event of Default. For purposes of making the determination as to whether such
designation would cause a Default or

<PAGE>
                                                                              41

Event of Default, all outstanding Investments by the Company, the Parent and
their Restricted Subsidiaries (except to the extent repaid in cash) in the
Subsidiary so designated will be deemed to be Restricted Payments at the time of
such designation and will reduce the amount available for Restricted Payments
under the first paragraph of this Section 4.7. All such outstanding Investments
will be deemed to constitute Investments in an amount equal to the greatest of
(x) the net book value of such Investments at the time of such designation, (y)
the fair market value of such Investments at the time of such designation and
(z) the original fair market value of such Investments at the time they were
made. Such designation will only be permitted if such Restricted Payment would
be permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

                  Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Parent giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

                  SECTION 4.8.      LIMITATION ON DIVIDEND AND OTHER
                                    PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                                    SUBSIDIARIES.

                  Neither the Company nor the Parent shall, and neither the
Company nor the Parent shall not permit any of their respective Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) (i) pay dividends or make any other distributions
to the Company, the Parent or any of their respective Restricted Subsidiaries
(A) on its Capital Stock or (B) with respect to any other interest or
participation in, or measured by, its profits, or (ii) pay any Indebtedness owed
to the Company, the Parent or any of their respective Restricted Subsidiaries,
(b) make loans or advances or capital contributions to the Company, the Parent
or any of their respective Restricted Subsidiaries, or (c) sell, lease or
transfer any of its properties or assets to the Company, the Parent or any of
their respective Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reasons of (i) Existing Indebtedness as in
effect on the date of this Indenture, (ii) any Credit Facility, provided that
the encumbrances or restrictions contained in such facility as amended,
modified, supplemented, restructured, renewed, restated, refunded, replaced or
refinanced or extended from time to time on one or more occasions are no more
restrictive than those contained in the Credit Agreement as in effect on the
date of this Indenture, (iii) this Indenture and the Notes, (iv) applicable law,
(v) any instrument governing Indebtedness or Capital Stock of a Person acquired
by the Company, the Parent or any of their respective Restricted Subsidiaries or
of any Person that becomes a Restricted Subsidiary as in effect at the time of
such acquisition or such Person becoming a Restricted Subsidiary (except to the
extent such Indebtedness was incurred in connection with or in contemplation of
such acquisition or such Person becoming a Restricted Subsidiary), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that the Consolidated Cash Flow of such Person is
not taken into account (to the extent of such restriction) in determining
whether such acquisition was permitted by the terms of this Indenture, (vi)
restrictions of the nature described in clause (c) above by reason of customary
non-assignment provisions in leases entered into in the ordinary course of
business and consistent

<PAGE>
                                                                              42

with past practices, (vii) purchase money obligations for property acquired in
the ordinary course of business that impose restrictions of the nature described
in this clause (c) above on the property so acquired, (viii) Permitted
Refinancings, provided that the encumbrances or restrictions contained in the
agreements governing such Permitted Refinancings are no more restrictive than
those contained in the agreements governing the Indebtedness or Disqualified
Stock being refinanced, or (ix) customary restrictions in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent such
restrictions restrict the transfer of the property subject to such security
agreements and mortgages.

                  SECTION 4.9.      LIMITATION ON ADDITIONAL INDEBTEDNESS
                                    AND ISSUANCE OF CERTAIN CAPITAL STOCK.

                  Neither the Company nor the Parent shall, and neither the
Company nor the Parent shall permit any of their respective Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to (collectively,
"incur" and correlatively, an "incurrence" of) any Indebtedness (including
Assumed Indebtedness), neither the Company nor the Parent shall issue, and
neither the Company nor the Parent shall permit any of their respective
Restricted Subsidiaries to issue, any shares of Disqualified Stock, and neither
the Company nor the Parent shall permit any of its Restricted Subsidiaries
(other than the Company) to issue any Preferred Stock; provided, however, that
the Company or any Guarantor may incur Indebtedness or issue shares of
Disqualified Stock if (i) the aggregate principal amount of all outstanding
Indebtedness and Disqualified Stock of the Company, the Parent and their
respective Restricted Subsidiaries (including amounts of Refinancing
Indebtedness outstanding pursuant to clause (e) of the next paragraph or
otherwise) determined on a consolidated basis is less than or equal to 65% of
the Parent's Adjusted Total Assets, after giving effect to, on a pro forma
basis, such incurrence or issuance and the receipt and application of the
proceeds thereof; and (ii) the Fixed Charge Coverage Ratio of the Parent for the
Parent's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least 2.0 to 1, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock had been issued, as
the case may be, at the beginning of such four-quarter period; provided that the
Company, the Parent or any of their respective Restricted Subsidiaries may not
incur any Subsidiary Debt or any Secured Indebtedness if immediately after
giving effect to, on a pro forma basis, such incurrence of such additional
Subsidiary Debt or Secured Indebtedness and the application of the proceeds
thereof, the aggregate principal amount of all outstanding Subsidiary Debt or
Secured Indebtedness of the Company, the Parent and their respective Restricted
Subsidiaries (including amounts of Refinancing Indebtedness outstanding pursuant
to clause (e) of the next paragraph or otherwise) on a consolidated basis is
greater than 45% of the Parent's Adjusted Total Assets.

                  The foregoing provisions shall not apply to:

                  (a)  the incurrence by the Company's or the Parent's
Unrestricted Subsidiaries of Non-Recourse Indebtedness; provided, however, that
if any such Indebtedness ceases to be Non-

<PAGE>

                                                                              43

Recourse Indebtedness of an Unrestricted Subsidiary, such event shall be deemed
to constitute an incurrence of Indebtedness by one of the Company's or the
Parent's Restricted Subsidiaries;

                  (b) the incurrence by the Company, the Parent or their
respective Restricted Subsidiaries of Indebtedness pursuant to the Credit
Facilities in an aggregate principal amount not to exceed $700.0 million at any
one time outstanding, minus any Net Proceeds that have been applied to
permanently reduce the outstanding amount of such Indebtedness pursuant to
clause (a) of the second paragraph of Section 4.10 hereof;

                  (c) the incurrence by the Company, the Parent and their
respective Restricted Subsidiaries of Existing Indebtedness;

                  (d) the incurrence by the Company, the Parent or their
respective Restricted Subsidiaries of Indebtedness under Hedging Obligations
that do not increase the Indebtedness of the Company, the Parent or the
Restricted Subsidiary, as the case may be, other than as a result of
fluctuations in interest or foreign currency exchange rates provided that such
Hedging Obligations are incurred for the purpose of providing interest rate
protection with respect to Indebtedness permitted under this Indenture or to
provide currency exchange protection in connection with revenues generated in
currencies other than U.S. dollars;

                  (e) the incurrence or the issuance by the Company or the
Parent of Refinancing Indebtedness or Refinancing Disqualified Stock or the
incurrence or issuance by a Restricted Subsidiary of Refinancing Indebtedness or
Refinancing Disqualified Stock; provided, however, that such Refinancing
Indebtedness or Refinancing Disqualified Stock is a Permitted Refinancing;

                  (f) the incurrence by the Company, the Parent or any of their
respective Restricted Subsidiaries of intercompany Indebtedness between or among
the Company, the Parent and/or any of their respective Restricted Subsidiaries;
provided, however, that (a) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other
than a Restricted Subsidiary and (b) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company, the Parent or a
Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence
of such Indebtedness by the Company, the Parent or such Restricted Subsidiary,
as the case may be;

                  (g) the incurrence of Indebtedness represented by the Notes
and any Guarantee thereof;

                  (h) the incurrence by the Company, the Parent or any of their
respective Restricted Subsidiaries, in the ordinary course of business and
consistent with past practice, of surety, performance or appeal bonds;

                  (i) the incurrence by the Company, the Parent or any of their
respective Restricted Subsidiaries of Indebtedness (in addition to Indebtedness
permitted by any other clause of this paragraph) in an aggregate principal
amount at any time outstanding not to exceed $50.0 million collectively;

<PAGE>

                                                                              44

                  (j) the incurrence by the Company, the Parent or any of their
respective Restricted Subsidiaries of Assumed Indebtedness; provided that, after
giving effect to the incurrence thereof, the Company, the Parent and their
respective Restricted Subsidiaries could incur at lease $1.00 of additional
Indebtedness pursuant to the tests described in the preceding paragraph;

                  (k) the issuance of Preferred OP Units by the Company or any
of its Restricted Subsidiaries as full or partial consideration for the
acquisition of lodging facilities and related assets, provided that, after
giving effect to the issuance thereof, the Company, the Parent and their
respective Restricted Subsidiaries could incur at least $1.00 of additional
Indebtedness pursuant to the tests described in the preceding paragraph; and

                  (j) the incurrence of Indebtedness by the Company, the Parent
or any of their respective Restricted Subsidiaries arising from agreements
providing for indemnification, adjustment of purchase price or similar
obligations, or from Guarantees or letters of credit, surety bonds or
performance bonds securing any of obligations of the Company, the Parent or any
of their respective Restricted Subsidiaries pursuant to such agreements, in any
case incurred in connection with the disposition of any business, assets or
Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition), in a principal amount
not to exceed the gross proceeds actually received by the Company, the Parent
and their respective Restricted Subsidiaries on a consolidated basis in
connection with such disposition.

                  SECTION 4.10.  LIMITATION ON SALE OF ASSETS.

                  Neither the Company nor the Parent shall, and neither the
Company nor the Parent shall permit any of their respective Restricted
Subsidiaries to, conduct an Asset Sale, unless (x) the Company, the Parent or
the Restricted Subsidiary, as the case may be, receives consideration at the
time of such Asset Sale at least equal to the fair market value of the assets
sold or otherwise disposed of (evidenced by a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Trustee) and
(y) at least 75% of the consideration therefor received by the Company, the
Parent or such Restricted Subsidiary, as the case may be, is in the form of cash
or Cash Equivalents; provided, however, that, with respect to the sale of one or
more hotel properties, up to 75% of the consideration may consist of
Indebtedness of the purchaser of those hotel properties if that Indebtedness is
secured by a first priority Lien on the properties sold; provided, further,
however, the principal amount of the following shall be deemed to be cash for
purposes of this provision: (A) any liabilities (as shown on the Company's, the
Parent's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Company, the Parent or any Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Notes or any
Guarantee thereof) that are assumed by the transferee of any such assets and (B)
any notes or other obligations received by the Company, the Parent or any such
Restricted Subsidiary from such transferee that are converted by the Company,
the Parent or such Restricted Subsidiary into cash within 90 days after the
closing of such Asset Sale (to the extent of the cash received). Notwithstanding
the foregoing, the restriction in clause (y) above will not apply with respect
to mortgages, other notes receivable or other securities received by the
Company, the Parent or any Restricted Subsidiary from a transferee of any assets
to the extent

<PAGE>

                                                                              45

such mortgages, other notes receivable or other securities are Investments
permitted to be made by the Company, the Parent or such Restricted Subsidiary
under Section 4.7 hereof.

                  In the event and to the extent that the Net Proceeds received
by the Company, the Parent and their respective Restricted Subsidiaries
collectively from one or more Asset Sales occurring on or after the Issuance
Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated
Net Tangible Assets (determined as of the date closest to the commencement of
such 12-month period for which a consolidated balance sheet of the Company, the
Parent and their respective Restricted Subsidiaries has been filed with the SEC
or otherwise provided to the Trustee), then the Company or the Parent shall, or
shall cause the relevant Restricted Subsidiary to, within 365 days after the
date the Net Proceeds so received exceed 10% of Adjusted Consolidated Net
Tangible Assets: (a) apply the Net Proceeds from such Asset Sale to prepay any
Indebtedness under any Credit Facility, in order to effect a permanent reduction
in the amount of Indebtedness that may be incurred pursuant to clause (b) of the
second paragraph of Section 4.9 hereof, or (b) invest the Net Proceeds from such
Asset Sale in property or assets used in a Hospitality-Related Business,
provided that the Company, the Parent or such Restricted Subsidiary will have
complied with this clause (b) if, within 365 days of such Asset Sale, the
Company, the Parent or such Restricted Subsidiary, as applicable, shall have
commenced and not completed or abandoned an Investment in compliance with this
clause (b) and shall have segregated such Net Proceeds from the general funds of
the Company, the Parent and their respective Subsidiaries for that purpose and
such Investment is substantially completed within 180 days after the first
anniversary of such Asset Sale. Any Net Proceeds from an Asset Sale that are not
applied or invested as provided in the first sentence of this paragraph will be
deemed to constitute "Excess Proceeds". When the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company shall make an offer, to all Holders
of Notes and to holders of other Indebtedness that ranks by its terms pari passu
in right of payment with the Notes and the terms of which contain substantially
similar requirements with respect to the application of net proceeds from asset
sales as are contained in this Indenture (an "Asset Sale Offer") to purchase on
a pro rata basis the maximum principal amount of Notes of each series, that is
an integral multiple of $1,000, that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase (the "Asset Sale Offer Price"), in accordance
with the procedures set forth in this Indenture. To the extent that the
aggregate amount of Notes and other such Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds the amount of
Excess Proceeds available for purchase thereof, the Trustee shall select the
Notes to be purchased in the manner described under Section 3.3 hereof. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. Pending the final application of any Net Proceeds from an Asset
Sale pursuant to this paragraph, the Company or any Restricted Subsidiary may
temporarily reduce Indebtedness of the Company or a Restricted Subsidiary that
ranks by its terms senior to the Notes or otherwise invest such Net Proceeds in
Cash Equivalents.

                  Any offer to purchase the Notes pursuant to this Section 4.10
shall be made pursuant to the provisions of Section 3.9 hereof. Simultaneously
with the notification of such offer to the Trustee, the Company shall provide
the Trustee with an Officer's is Certificate

<PAGE>

                                                                              46

setting forth the calculations used in determining the amount of Excess Proceeds
to be applied to the purchase of the Notes. The Company will comply, to the
extent applicable, with the requirements of Rule 14e-1 under the Exchange Act
and other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with any offer to purchase and the
purchase of Notes as described above. To the extent that the provisions of any
securities laws or regulations conflict with Section 3.9 and this Section 4.10,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the provisions of
Section 3.9 and this Section 4.10 to make an Asset Sale Offer.

                  SECTION 4.11.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

                  Neither the Company nor the Parent shall, and neither the
Company nor the Parent shall permit any of their respective Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
any contract, agreement, understanding, loan, advance or Guarantee with, or for
the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (a) such Affiliate Transaction is on terms that are no
less favorable to the Company, the Parent or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the
Company, the Parent or such Restricted Subsidiary on an arm's length basis with
an unrelated Person, (b) the Company delivers to the Trustee (i) with respect to
any Affiliate Transaction involving aggregate payments in excess of $5.0
million, an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (a) above and such Affiliate Transaction is approved by a
majority of the disinterested members of the Board of Directors and (ii) with
respect to any Affiliate Transaction involving aggregate payments in excess of
$10.0 million (other than an Affiliate Transaction involving the acquisition or
disposition of a lodging facility by the Company, the Parent or a Restricted
Subsidiary of the Company or the Parent), an opinion as to the fairness to the
Company, the Parent or such Restricted Subsidiary from a financial point of view
issued, at the option of the Company, by an investment banking firm of national
standing or a Qualified Appraiser and (c) the Company delivers to the Trustee in
the case of an Affiliate Transaction involving the acquisition or disposition of
a lodging facility by the Company, the Parent or a Restricted Subsidiary of the
Company or the Parent and (x) involving aggregate payments of more than $5.0
million and less than $25.0 million, an appraisal by a Qualified Appraiser to
the effect that the transaction is being undertaken at fair market value or (y)
involving aggregate payments of $25.0 million or more, an opinion as to the
fairness of the transaction to the Company, the Parent or such Restricted
Subsidiary from a financial point of view issued by an investment banking firm
of national standing; provided, however, that the following shall not be deemed
Affiliate Transactions: (A) any employment, deferred compensation, stock option,
noncompetition, consulting or similar agreement entered into by the Company, the
Parent or any of their respective Restricted Subsidiaries in the ordinary course
of business and consistent with the past practice of the Company, the Parent or
such Restricted Subsidiary, (B) transactions between or among the Company, the
Parent and/or their respective Restricted Subsidiaries, (C) the incurrence of
fees in connection with the provision of hotel management services, provided
that such fees are paid in the ordinary course of business and are consistent
with past practice and (D) Restricted Payments permitted by Section 4.7 hereof.

<PAGE>

                                                                              47

                  SECTION 4.12.  LIMITATION ON LIENS.

                  Neither the Company nor the Parent shall, and neither the
Company nor the Parent shall permit any of their respective Restricted
Subsidiaries to, secure any Indebtedness under any Credit Agreement or any other
Indebtedness incurred pursuant to clause (b) of the second paragraph of Section
4.9 by a Lien (other than a Stock Pledge) unless contemporaneously therewith
effective provision is made to secure the Notes equally and ratably with the
Indebtedness under such Credit Agreement or any such other Indebtedness incurred
pursuant to clause (b) of the second paragraph of Section 4.9 (and any other
senior Indebtedness outstanding with similar provisions requiring the Company to
equally and ratably secure such Indebtedness) for so long as the Indebtedness
under any such Credit Agreement or any other such Indebtedness incurred pursuant
to clause (b) of the second paragraph of Section 4.9 is secured by such Lien;
provided, however, that the Company, the Parent or any of their respective
Restricted Subsidiaries may secure with one or more Liens up to $300 million
aggregate principal amount of Indebtedness described in clause (a) of the
definition of "Non-Recourse Indebtedness" and/or Indebtedness commonly known as
"collateralized mortgage-backed securities," without making provision to equally
and ratably secure the Notes.

                  SECTION 4.13.  CORPORATE EXISTENCE.

                  Subject to Section 4.14 and Article 5 hereof, each of the
Issuers and the Parent shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate or limited
partnership, as the case may be, existence and the corporate, limited
partnership or limited liability company, as the case may be, existence of each
of its Subsidiaries, in accordance with its respective organizational documents
(as the same may be amended from time to time) and (ii) its (and its
Subsidiaries') rights (charter and statutory), licenses and franchises;
provided, however, that the Issuers and the Parent shall not be required to
preserve any such right, license or franchise, or the corporate, limited
partnership or limited liability company, existence of any of its Subsidiaries,
if the Board of Directors of the Parent shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Parent, the
Company and their respective Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders.

                  SECTION 4.14.  CHANGE OF CONTROL.

                  Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require that the Company purchase all or a portion
of such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer"), at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages, if any,
to the date of purchase (the "Change of Control Payment").

                  Within 10 days following the date upon which the Change of
Control occurs, the Company must send, by first class mail, a notice to each
Holder, with a copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer. Such notice shall state, among other things, the
purchase date, which must be no earlier than 30 days nor later than 60 days from
the date such notice is mailed, other than as may be required by law (the
"Change of Control Payment Date"). Holders electing to have a Note purchased
pursuant to a Change of

<PAGE>

                                                                              48

Control Offer will be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, to
the Trustee or Paying Agent, if any, at the address specified in the notice
prior to the close of business on the third business day prior to the Change of
Control Payment Date.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.14, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.14 to make a Change of Control Offer.

                  On the Change of Control Payment Date, the Company will, to
the extent permitted by law, (x) accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer, (y) deposit
with the Paying Agent an amount equal to the aggregate Change of Control Payment
in respect of all Notes or portions thereof so tendered and (z) deliver, or
cause to be delivered, to the Trustee for cancellation the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to each Holder of Notes so accepted the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail to each
Holder a new Note of the same series equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided, however, that
each such new Note shall be in principal amount of $1,000 or an integral
multiple thereof. The Company will publicly announce in a newspaper of national
circulation or in a press release provided to a nationally recognized financial
wire service the results of the Change of Control Offer on the Change of Control
Payment Date.

                  The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control made
by the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.

                  SECTION 4.15.  SUBSIDIARY GUARANTEES.

                  Prior to guaranteeing any other Indebtedness of the Company or
the Parent, a Restricted Subsidiary of the Company or the Parent that is also a
Significant Subsidiary must execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit B hereto pursuant to which such Restricted
Subsidiary shall Guarantee, on an unsecured senior basis, all of the Obligations
of the Issuers with respect to the Notes together with an opinion of counsel
(which counsel may be an employee of the Company) to the effect that the
supplemental indenture has been duly executed and delivered by such Restricted
Subsidiary and is in compliance in all material respects with the terms of this
Indenture.

<PAGE>

                                                                              49

                  SECTION 4.16.  LINE OF BUSINESS.

                  For so long as any Notes are outstanding, neither the Company
nor the Parent shall, and neither the Company nor the Parent shall permit any of
their respective Restricted Subsidiaries to, engage in any business or activity
other than a Hospitality-Related Business.

                  SECTION 4.17.  PAYMENTS FOR CONSENT.

                  None of the Parent, any Issuer or any of their respective
Subsidiaries shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such consideration
is offered to be paid or agreed to be paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                  SECTION 4.18.  MAINTENANCE OF TOTAL UNENCUMBERED ASSETS.

                  The Company, the Parent and their respective Restricted
Subsidiaries shall maintain Total Unencumbered Assets of not less than 150% of
the aggregate outstanding principal amount of the Company's, the Parent's and
their respective Restricted Subsidiaries' senior Unsecured Indebtedness
(including amounts of Refinancing Indebtedness outstanding pursuant to clause
(e) of the second paragraph of Section 4.9 or otherwise); provided, however,
that this Section 4.18 shall not prohibit the incurrence of Secured Indebtedness
under the Credit Agreement; and provided further, however, that, to the extent
that the Notes are secured by any assets equally and ratably with any other
Indebtedness pursuant to Section 4.12 hereof, the related Lien or Liens on such
assets securing the Notes and such other Indebtedness shall be ignored when
determining the amount of Total Unencumbered Assets and senior Unsecured
Indebtedness for purposes of this Section 4.18.

                  SECTION 4.19.  [intentionally left blank]

                  SECTION 4.20.  CERTAIN COVENANTS OF MERISTAR FINANCE.

                  Notwithstanding anything to the contrary contained herein,
MeriStar Finance shall not (a) own any assets other than nominal equity capital,
(b) incur any Indebtedness other than (i) the Notes and (ii) Guarantees of
certain Indebtedness existing on the Issuance Date and (c) engage in any
business other than the co-issuance of the Notes and the Guarantees of the
Indebtedness described in clause (b)(ii).

                  SECTION 4.21.  COVENANTS UPON ATTAINMENT AND MAINTENANCE OF
                                 AN INVESTMENT GRADE RATING.

<PAGE>

                                                                              50

                  The provisions of Sections 4.7, 4.8, 4.11 and 4.12 shall not
be applicable in the event, and only for so long as, the Notes are rated
Investment Grade and no Default or Event of Default has occurred and is
continuing.

                                    ARTICLE 5
                                   SUCCESSORS

                  SECTION 5.1. WHEN THE COMPANY MAY MERGE, ETC.

                  Neither of the Issuers nor the Parent shall consolidate or
merge with or into (whether or not such Issuer or the Parent, as the case may
be, is the surviving entity), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its respective properties or
assets in one or more related transactions to, another corporation, Person or
entity unless:

                  (i)    such Issuer or the Parent, as the case may be, is the
         surviving corporation or the Person formed by or surviving any such
         consolidation or merger (if other than such Issuer or the Parent, as
         the case may be) or to which such sale, assignment, transfer, lease,
         conveyance or other disposition shall have been made is a corporation
         organized or existing under the laws of the United States, any state
         thereof or the District of Columbia;

                  (ii)   the Person formed by or surviving any such
         consolidation or merger (if other than such Issuer or the Parent, as
         the case may be) or the Person to which such sale, assignment,
         transfer, lease, conveyance or other disposition will have been made
         assumes all of such Issuer's or the Parent's respective obligations, as
         the case may be, under the Notes or the Guarantee thereof, as the case
         may be, and this Indenture, pursuant to a supplemental indenture;

                  (iii)  at the time of such transaction and immediately after
         such transaction after giving pro forma effect thereto, no Default or
         Event of Default exists or would exist;

                  (iv)   such Issuer or the Parent, as the case may be, or any
         Person formed by or surviving such consolidation or merger, or to which
         such sale, assignment, transfer, lease, conveyance or other disposition
         shall have been made shall, at the time of such transaction and after
         giving pro forma effect thereto as if such transaction had occurred at
         the beginning of the applicable four-quarter period, be permitted to
         incur at least $1.00 of additional Indebtedness pursuant to the tests
         set forth in the first paragraph of Section 4.9 hereof; and

                  (v)    the Issuers and the Parent shall have delivered to the
         Trustee prior to the consummation of the proposed transaction an
         Officers' Certificate and an Opinion of Counsel to the combined effect
         that such consolidation, merger, sale, assignment, transfer, lease,
         conveyance or other disposition, and, if applicable, any supplemental
         indenture executed in connection therewith, comply with this Indenture.
         The Trustee shall be entitled to conclusively rely upon such Officers'
         Certificate and Opinion of Counsel.

<PAGE>

                                                                              51

                  SECTION 5.2.   SUCCESSOR SUBSTITUTED.

                  Upon any consolidation or merger or lease, sale, assignment,
disposition, conveyance or transfer of all or substantially all of the assets of
any Issuer or the Parent, as the case may be, in accordance with Section 5.1
hereof, the successor Person formed by such consolidation or into which such
Issuer or the Parent, as the case may be, is merged or to which such sale,
lease, conveyance, assignment, disposition or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, such Issuer
or the Parent, as the case may be, under this Indenture and the Notes or the
Guarantee thereof, as the case may be, with the same effect as if such successor
had been named as such Issuer or the Parent, as the case may be, herein or
therein and thereafter (except in the case of a lease) the predecessor Person
shall be relieved of all further obligations and covenants under this Indenture
and the Notes or the Guarantee, as the case may be.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

                  SECTION 6.1.   EVENTS OF DEFAULT.

                  Each of the following shall constitute an Event of Default
under this Indenture with respect to the Notes:

                  (1) default for 30 days in the payment when due of interest or
Liquidated Damages, if any, on the Notes;

                  (2) default in payment when due of principal of or premium, if
any, on the Notes at maturity, upon redemption or otherwise (including the
failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or an Assets Sale Offer);

                  (3) failure by any Issuer or the Parent to comply with Section
5.1 or the failure by any Subsidiary Guarantor to comply with Section 10.2;

                  (4) failure by any Issuer, the Parent, any Guarantor or any
Restricted Subsidiary for 30 days in the performance of any other covenant,
warranty or agreement in this Indenture or the Notes after written notice shall
have been given to the Company by the Trustee or to the Company and the Trustee
from Holders of at least 25% in principal amount of the Notes of such then
outstanding;

                  (5) the failure to pay at final stated maturity (giving effect
to any applicable grace periods and any extensions thereof) the principal amount
of Non-Recourse Indebtedness of the Company, the Parent or any of their
respective Restricted Subsidiaries with an aggregate principal amount in excess
of the lesser of (A) 10% of the total assets of the Company, the Parent and
their respective Restricted Subsidiaries measured as of the end of the Parent's
most recent fiscal quarter for which internal financial statements are available
immediately preceding the date on which such default occurred, determined on a
pro forma basis and (B) $50 million, and such failure continues for a period of
10 days or more, or the acceleration of the final stated maturity of any such
Non-Recourse Indebtedness (which acceleration is not rescinded, annulled

<PAGE>

                                                                              52

or otherwise cured within 10 days of receipt by the Company, the Parent or such
Restricted Subsidiary of notice of any such acceleration);

                  (6) the failure to pay at final stated maturity (giving effect
to any applicable grace periods and any extensions thereof) the principal amount
of any Indebtedness (other than Non-Recourse Indebtedness) of the Company, the
Parent or any Restricted Subsidiary of the Company or the Parent and such
failure continues for a period of 10 days or more, or the acceleration of the
final stated maturity of any such Indebtedness (which acceleration is not
rescinded, annulled or otherwise cured within 10 days of receipt by the Company,
the Parent or such Restricted Subsidiary of notice of any such acceleration) if
the aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
final maturity or which has been accelerated, in each case with respect to which
the 10-day period described above has passed, aggregates $10.0 million or more
at any time;

                  (7) failure by the Company, the Parent or any of their
respective Restricted Subsidiaries to pay final judgments rendered against them
(other than judgment liens without recourse to any assets or property of the
Company, the Parent or any of their respective Restricted Subsidiaries other
than assets or property securing Non-Recourse Indebtedness) aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days (other than any judgments as to which a reputable insurance
company has accepted full liability);

                  (8) except as permitted by this Indenture, any Guarantee with
respect to the Notes shall be held in a judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect or any
Guarantor (or its successors or assigns) or any Person acting on behalf of such
Guarantor (or its successors or assigns), shall deny or disaffirm its
obligations or shall fail to comply with any obligations under its Guarantee
with respect to the Notes;

                  (9) the Company, the Parent, any of the Company's or the
Parent's Subsidiaries that would constitute a Significant Subsidiary of the
Company or the Parent or any group of the Company's and/or the Parent's
Subsidiaries that, taken together, would constitute a Significant Subsidiary of
the Company or the Parent, pursuant to or within the meaning of the Bankruptcy
Law:

                        (a) commences a voluntary case,

                        (b) consents to the entry of an order for relief against
                  it in an involuntary case,

                        (c) consents to the appointment of a Custodian of it or
                  for all or substantially all of its property,

                        (d) makes a general assignment for the
                  benefit of its creditors,

                        (e) admits in writing its inability to pay its debts as
                  they become due; and

<PAGE>

                                                                              53

                  (10) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                         (a) is for relief in an involuntary case against the
                  Company, the Parent, any Subsidiary of the Company or the
                  Parent that is a Significant Subsidiary of the Company or the
                  Parent or any group of the Company's and/or the Parent's
                  Subsidiaries that, taken together, would constitute a
                  Significant Subsidiary of the Company or the Parent,

                         (b) appoints a Custodian of the Company, the Parent,
                  any Subsidiary of the Company or the Parent that is a
                  Significant Subsidiary of the Company or the Parent or any
                  group of the Company's and/or the Parent's Subsidiaries that,
                  taken together, would constitute a Significant Subsidiary of
                  the Company or the Parent, or for all or substantially all of
                  the property of the Company, the Parent, any Subsidiary of the
                  Company or the Parent that is a Significant Subsidiary of the
                  Company or the Parent, or any group of the Company's and/or
                  the Parent's Subsidiaries that, taken together, would
                  constitute a Significant Subsidiary of the Company or the
                  Parent, or

                         (c) orders the liquidation of the Company, the Parent,
                  any Subsidiary of the Company or the Parent that is a
                  Significant Subsidiary of the Company or the Parent or any
                  group of the Company's and/or the Parent's Subsidiaries that,
                  taken together, would constitute a Significant Subsidiary of
                  the Company or the Parent,

         and the order or decree remains unstayed and in effect for 60
consecutive days.

                  The term "Bankruptcy Law" means, title 11, U.S. Code or any
similar federal or state law for the relief of debtors, each as amended from
time to time. The term Custodian means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

                  SECTION 6.2.   ACCELERATION.

                  If any Event of Default (other than an Event of Default
specified in clauses (9) and (10) of Section 6.1 hereof) with respect to Notes
occurs and is continuing, the Trustee by written notice to the Issuers, or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes by written notice to the Issuers and the Trustee, may declare all Notes to
be due and payable immediately. Upon the effectiveness of such declaration, all
amounts due and payable on the Notes, as determined in the succeeding
paragraphs, shall be due and payable effective immediately. If an Event of
Default specified in clause (9) or (10) of Section 6.1 hereof occurs, all
outstanding Notes shall ipso facto become and be immediately due and payable
immediately without further action or notice on the part of or by the Trustee or
any Holder.

                  In the event that the maturity of the Notes is accelerated
pursuant to this Section 6.2, 100% of the principal amount thereof shall become
due and payable plus premium, if any, and accrued and unpaid interest and
Liquidated Damages, if any, to the date of payment.

                  SECTION 6.3.   OTHER REMEDIES.

<PAGE>

                                                                              54

                  If an Event of Default with respect to Notes occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

                  SECTION 6.4.   WAIVER OF PAST DEFAULTS.

                  Subject to Section 9.2 hereof, Holders of a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may waive an existing Default or Event of Default and its consequences
with respect to the Notes except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest or Liquidated Damages,
if any, on any Note held by a non-consenting Holder. Upon any such waiver, such
Default shall cease to exist with respect to the Notes, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture with respect to the Notes but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

                  SECTION 6.5.   CONTROL BY MAJORITY.

                  The Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to the Notes. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture, or that the
Trustee determines may be unduly prejudicial to the rights of other Holders or
that may involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.

                  SECTION 6.6.   LIMITATION ON SUITS.

                  A Holder may pursue a remedy with respect to this Indenture or
the Notes only if:

                  (1) the Holder gives to the Trustee written notice of a
continuing Event of Default or the Trustee receives such notice from an Issuer
or the Parent;

                  (2) the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes make a written request to the Trustee to pursue
the remedy;

                  (3) such Holder or Holders offer and, if requested, provide to
the Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

                  (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

<PAGE>

                                                                              55

                  (5) during such 60-day period the Holders of a majority in
aggregate principal amount of the then outstanding Notes do not give the Trustee
a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

                  SECTION 6.7.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium, if any,
and interest and Liquidated Damages, if any, on such Note, on or after the
respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

                  SECTION 6.8.   COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.1(1) or (2)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against any Issuer or any Guarantor
for the whole amount of principal, premium, if any, and interest and Liquidated
Damages, if any, remaining unpaid on the Notes and interest on overdue principal
and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                  SECTION 6.9.   TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 7.7 hereof) and the Holders
allowed in any judicial proceedings relative to any Issuer or any Guarantor (or
any other obligor upon the Notes), their creditors or their property and shall
be entitled and empowered to collect, receive and distribute any money or
securities or other property payable or deliverable on any such claims and to
distribute the same, and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7 hereof out of the estate in any such proceeding
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders of the Notes may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any

<PAGE>

                                                                              56

Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 6.10.  PRIORITIES.

                  If the Trustee collects or receives any money or securities or
other property pursuant to this Article with respect to the Notes, it shall pay
out the money or securities or other property in the following order:

                  First: to the Trustee, its agents and counsel for amounts due
under Section 7.7 hereof with respect to such Notes, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;

                  Second: to Holders for amounts due and unpaid on the Notes for
principal, premium, if any, and interest and Liquidated Damages, if any,
ratably, without preference or priority of any kind (including defaulted
interest), according to the amounts due and payable on the Notes for principal,
premium, if any, and interest and Liquidated Damages, if any, respectively;

                  Third: without duplication, to Holders for any other
obligations owing to the Holders under the Notes or this Indenture; and

                  Fourth:  to the Issuers or to such party as a court of
competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
such payment to Holders.

                  SECTION 6.11.  UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in
aggregate principal amount of the then outstanding Notes.

                                   ARTICLE 7
                                   TRUSTEE

                  SECTION 7.1.   DUTIES OF TRUSTEE.

                  (1) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of

<PAGE>

                                                                              57

care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

                  (2) Except during the continuance of an Event of Default with
respect to the Notes:

                         (a) the duties of the Trustee with respect to the Notes
                  shall be determined solely by the express provisions of this
                  Indenture and the Trustee need perform only those duties that
                  are specifically set forth in this Indenture and no others,
                  and no implied covenants or obligations shall be read into
                  this Indenture against the Trustee; and

                         (b) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture.
                  However, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture.

                  (3) The Trustee may not be relieved from liabilities for its
own grossly negligent action, its own grossly negligent failure to act, or its
own willful misconduct, except that:

                         (a) this paragraph does not limit the effect of
                  paragraph (2) of this Section 7.1;

                         (b) the Trustee shall not be liable for any error of
                  judgment made in good faith by a Trust Officer, unless it is
                  proved that the Trustee was grossly negligent in ascertaining
                  the pertinent facts; and

                         (c) the Trustee shall not be liable with respect to any
                  action it takes or omits to take with respect to Notes in good
                  faith in accordance with a direction received by it pursuant
                  to Section 6.5.

                  (4) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (1), (2) and (3) of this Section.

                  (5) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

                  (6) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuers.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

                  SECTION 7.2.   RIGHTS OF TRUSTEE.

                  Subject to TIA Section 315:

<PAGE>

                                                                              58

                  (1) The Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.

                  (2) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

                  (3) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (4) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

                  (5) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Issuers shall be sufficient if
signed by an Officer of each of the Issuers.

                  (6) Without limiting the provisions of Section 7.1(5), the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of the Holders of a
majority in aggregate principal amount of the then outstanding Notes pursuant to
this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

                  (7) The Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.

                  (8) Except with respect to Section 4.1, the Trustee shall have
no duty to inquire as to the performance of any Issuer's or the Parent's
covenants in Article 4. In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (i) any Event of Default
occurring pursuant to Sections 6.1(1), 6.1(2) or 4.1 or (ii) any Default or
Event of Default of which the Trustee shall have received written notification
or obtained actual knowledge.

                  SECTION 7.3.   INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with any Issuer, the
Parent, any Subsidiary of the Company or the Parent or any Affiliate of the
foregoing with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11 hereof.

<PAGE>

                                                                              59

                  SECTION 7.4.  TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Issuers' use of the proceeds from the Notes or
any money paid to the Issuers or upon the Issuers' direction under any provision
hereof, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

                  SECTION 7.5.  NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
subject to Section 7.2(8) if it is known by a Trust Officer of the Trustee, the
Trustee shall mail to Holders a notice of the Default or Event of Default within
90 days after it occurs. Except in the case of a Default or Event of Default in
payment of principal or interest on any Note, the Trustee may withhold the
notice if and so long as a Trust Officer in good faith determines that
withholding the notice is in the interests of Holders. The Trustee shall comply
with TIA Section 315(b).

                  SECTION 7.6.  REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after each May 15 beginning with May 15, 2002,
the Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b). The Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

                  A copy of each report at the time of its mailing to Holders
shall be submitted to the SEC and each stock exchange, if any, on which the
Notes are listed. The Issuers shall promptly notify the Trustee when the Notes
are listed on or delisted by any stock exchange.

                  SECTION 7.7.  COMPENSATION AND INDEMNITY.

                  The Issuers agree to pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuers agree to reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.

                  The Issuers agree to indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture, except
as set forth in the next paragraph. The Trustee shall notify the Issuers
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Issuers shall not relieve the Issuers of its obligations hereunder
except to the extent the Issuers have been prejudiced thereby. The Issuers shall
defend the claim and the Trustee shall

<PAGE>
                                                                              60

cooperate in the defense. The Trustee may have separate counsel and, if the
Issuers or the Trustee shall have been advised by its respective counsel that
representation of the Trustee and the Issuers by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or not
such representation by the same counsel has been proposed), the Issuers shall
pay the reasonable fees and expenses of such counsel. The Issuers need not pay
for any settlement made without its consent, which consent shall not be
unreasonably withheld. The provisions of this paragraph shall survive the
satisfaction and discharge of this Indenture.

                  The Issuers need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through its own gross
negligence or willful misconduct.

                  The obligations of the Issuers under this Section 7.7 shall
survive the satisfaction and discharge of this Indenture.

                  To secure the Issuers' payment obligations in this Section,
the Trustee shall have a Lien on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(9) or (10) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  SECTION 7.8.  REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign at any time with respect to the Notes
by so notifying the Issuers in writing at least 30 days prior to the date of the
proposed resignation. The Holders of a majority in aggregate principal amount of
the then outstanding Notes may remove the Trustee for by so notifying the
Trustee and the Issuers. The Issuers may remove the Trustee at its discretion or
if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (3) a Custodian or public officer takes charge of the Trustee
or its property; or

                  (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then

<PAGE>

                                                                              61

outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuers.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Issuers, or the Holders of at least 10% in aggregate principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Notes.

                  Subject to the provision of TIA Section 315(e), if the Trustee
after written request by any Holder who has been a bona fide holder of a Note or
Notes for at least six months fails to comply with Section 7.10, such Holder, on
behalf of himself and others similarly situated, may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to the Holders of the Notes. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.7. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Issuers' obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.

                  In the case of an appointment hereunder of a separate or
successor Trustee with respect to the Notes, the Issuers, the Parent, any
retiring Trustee and each successor or separate Trustee with respect to the
Notes shall execute and deliver an Indenture supplemental hereto (1) which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of any retiring Trustee with
respect to the Notes as to which any such retiring Trustee is not retiring shall
continue to be vested in such retiring Trustee and (2) that shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustee co-trustees of the same trust and that
each such separate, retiring or successor Trustee shall be Trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any such other Trustee.

                  SECTION 7.9.  SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

                  SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America or of any state thereof authorized under such laws to exercise
corporate trustee powers, shall be subject to

<PAGE>

                                                                              62

supervision or examination by Federal or state authority and shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a). The Trustee is subject to TIA Section
310(b). The provisions of TIA Section 310 shall apply to the Issuers as the
obligors of the Notes.

                  SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                                COMPANY.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein. The provisions of TIA Section 311 shall apply to the Issuers as the
obligors of the Notes.

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

                  SECTION 8.1.  DEFEASANCE AND DISCHARGE OF THIS INDENTURE AND
                                THE NOTES.

                  (a) The Issuers may, at the option of the Board of Directors
of the Parent, evidenced by a resolution set forth in an Officers' Certificate,
at any time, with respect to the Notes, elect to have either Section 8.2 or 8.3
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article 8.

                  (b) The Issuers may terminate their obligations (and the
obligations of any Guarantor in respect of the Guarantees with respect to the
Notes) under the Notes and this Indenture with respect to the Notes (except
those obligations referred to in the penultimate paragraph of this Section
8.1(b)) if all such Notes thereto authenticated and delivered (except lost,
stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment cash in United States dollars has theretofore been deposited in trust or
segregated and held in trust by the Issuers and thereafter repaid to the
Issuers, as provided in Section 8.6, or discharged from such trust) have been
delivered to the Trustee for cancellation and the Issuers have paid all sums
payable by it hereunder, or if (i) either (x) pursuant to Article 3, the Issuers
shall have given notice to the Trustee and mailed a notice of redemption to each
Holder of the redemption of all of the Notes under arrangements satisfactory to
the Trustee for the giving of such notice or (y) all Notes have otherwise become
due and payable hereunder, (ii) the Issuers shall have irrevocably deposited or
caused to be deposited with the Trustee or a trustee satisfactory to the
Trustee, under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds in trust solely for the benefit of
the Holders for that purpose, cash in United States dollars in such amount as is
sufficient without consideration of reinvestment of such interest, to pay
principal of, premium, if any, interest and Liquidated Damages, if any, on the
outstanding Notes to maturity or redemption; provided that the Trustee shall
have been irrevocably instructed to apply such deposit to the payment of said
principal, premium, if any, interest and Liquidated Damages, if any, with
respect to the Notes; (iii) no Default or Event of

<PAGE>

                                                                              63

Default with respect to this Indenture or the Notes shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company, the
Parent, any Guarantor or any or their respective Subsidiaries is a party or by
which any of such parties is bound; (iv) the Issuers shall have paid all other
sums payable by them hereunder; and (v) the Issuers shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent relating to the satisfaction and discharge of this
Indenture have been complied with. Such Opinion of Counsel shall also state that
such satisfaction and discharge does not result in a default under the Credit
Agreement (if then in effect) or any other agreement or instrument then known to
such counsel that binds or affects the Issuers or any Guarantor.

                  Notwithstanding the foregoing paragraph, each Issuer's (and
any Guarantor's) obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 7.7, 8.6
and 8.7 shall survive with respect to the Notes until the Notes are no longer
outstanding pursuant to the last paragraph of Section 2.8. After the Notes are
not longer outstanding, the Issuers' obligations in Sections 7.7, 8.6 and 8.7
shall survive.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Issuers' obligations
(and the obligations of any Guarantors in respect of Guarantees of the Notes)
under the Notes and this Indenture except for those surviving obligations
specified above.

                  SECTION 8.2. LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Issuers' exercise under Section 8.1(a) hereof of the
option applicable to this Section 8.2 with respect to the Notes, the Issuers and
the Guarantors shall be deemed to have been discharged from their obligations
with respect to all outstanding Notes and Guarantees with respect to the Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Issuers
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes, which shall thereafter be deemed to be outstanding
only for the purposes of Section 8.5 hereof and the other Sections of this
Indenture referred to in clauses (i) and (ii) of this Section 8.2, and to have
satisfied all their other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Notes to receive payments in respect of the principal of,
premium, if any, and interest and Liquidated Damages, if any, on such Notes when
such payments are due, solely from amounts deposited with the Trustee, as
provided in Section 8.4 hereof, (ii) the Issuers' and the Guarantors'
obligations with respect to the Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7,
2.10 and 4.2 hereof, (iii) the rights, powers, trusts, duties, indemnities and
immunities of the Trustee and the Issuers' obligations in connection therewith
and (iv) this Article 8.

                  SECTION 8.3. COVENANT DEFEASANCE.

<PAGE>

                                                                              64

          Upon the Issuers' exercise under Section 8.1(a) hereof of the option
applicable to this Section 8.3 with respect to the Notes, the Issuers and the
Guarantors, if any, shall be released from their obligations under the covenants
contained in Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.18,
5.1 and 10.2 with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not outstanding for the purposes of any
direction, waiver, consent or declaration or act of Holders of Notes (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed outstanding for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Issuers and the Guarantors may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1(3) or 6.1(4) hereof but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Issuers' exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, any event described in Sections 6.1(3) through
6.1(8) hereof shall not constitute Events of Default.

          SECTION 8.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to application of either Section
8.2 or Section 8.3 hereof to the outstanding Notes:

          (a) the Issuers shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 hereof who shall agree to comply with the provisions of this
Article 8 applicable to it), in trust (the "defeasance trust"), for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Notes, (a) cash in United
States dollars in an amount, or (b) non-callable Government Securities which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, cash in United States dollars in an amount, or (c) a
combination thereof, in such amounts as will be sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge and
which shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge the principal of, premium, if any, and interest (including defaulted
interest) and Liquidated Damages, if any, on the outstanding Notes and any other
obligations owing to the Holders of the Notes, under the Notes or this Indenture
on the stated maturity or on the applicable redemption date, as the case may be,
of such principal or installment of principal of, premium, if any, interest and
Liquidated Damages, if any, on the outstanding Notes, provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such non-callable Government Securities to said payments with respect to the
Notes;

<PAGE>

                                                                              65

          (b) in the case of an election under Section 8.2 hereof, the Issuers
shall have delivered to the Trustee an Opinion of Counsel in the United States
(which counsel may be an employee of the Company or any Subsidiary of the
Company) reasonably acceptable to the Trustee confirming that (A) the Issuers
have received from, or there has been published by, the Internal Revenue Service
a ruling or (B) since the Issuance Date, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same time, as
would have been the case if such Legal Defeasance had not occurred;

          (c) in the case of an election under Section 8.3 hereof, the Issuers
shall have delivered to the Trustee an Opinion of Counsel in the United States
(which counsel may be an employee of the Company or any Subsidiary of the
Company) reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

          (d) no Default or Event of Default with respect to the Notes shall
have occurred and be continuing on the date of such deposit (other than a
Default or Event of Default resulting from the borrowing of funds applied to
such deposit) or, insofar as Section 6.1(9) or 6.1(10) hereof is concerned, at
any time in the period ending on the 123rd day after the date of such deposit
(or greater period of time in which any such deposit of trust funds may remain
subject to bankruptcy or insolvency laws insofar as those apply to the deposit
by the Issuers) (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture with respect to the Notes) to which any
Issuer, the Parent or any of their respective Subsidiaries is a party or by
which the Company, the Parent or any of their respective Subsidiaries is bound;

          (f) in the case of an election under either Section 8.2 or 8.3 hereof,
the Issuers shall have delivered to the Trustee an Opinion of Counsel to the
effect that, as of the date of such opinion, (A) the trust funds will not be
subject to any rights of holders of Indebtedness other than the Notes and (B)
assuming no intervening bankruptcy of the Issuers or the Parent between the date
of deposit and the 123rd day following the deposit and assuming no Holder of the
Notes is an insider of the Issuer or the Parent, after the 123rd day following
the deposit, as of the date of such opinion, the trust funds will not be subject
to avoidance under Section 547 of the United States Bankruptcy Code (or any
successor provision thereto) and related judicial decisions or any other
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally under any United States or state law;

          (g) in the case of an election under either Section 8.2 or 8.3 hereof,
the Issuers shall have delivered to the Trustee an Officers' Certificate stating
that the deposit made by the Issuers pursuant to its election under Section 8.2
or 8.3 hereof was not made by the Issuers with

<PAGE>

                                                                              66

the intent of preferring the Holders of Notes over other creditors of the
Issuers or with the intent of defeating, hindering, delaying or defrauding
creditors of the Issuers or others; and

          (h) the Issuers shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States (which counsel may be
an employee of the Company or any Subsidiary of the Company), each stating that
all conditions precedent provided for relating to either the Legal Defeasance
under Section 8.2 hereof or the Covenant Defeasance under Section 8.3 hereof (as
the case may be) have been complied with as contemplated by this Section 8.4.

          SECTION 8.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
                       TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.1(b) or Section 8.4 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including an Issuer acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

          The Issuers and the Guarantors shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.1(b) or
Section 8.4 hereof or the principal, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon the Issuers'
request any money or non-callable Government Securities held by it as provided
in Section 8.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a) hereof), are in excess of the amount thereof which would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

          SECTION 8.6. REPAYMENT TO THE ISSUERS.

          The Trustee shall promptly pay to the Issuers after request therefor
any excess money held with respect to Notes at such time in excess of amounts
required to pay any of the Issuers' Obligations then owing with respect to the
Notes.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuers, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for one year after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Issuers on their request or (if then held by an Issuer) shall be

<PAGE>

                                                                              67

discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuers for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Issuers as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuers cause to
be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Issuers.

          SECTION 8.7. REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any cash or
non-callable Government Securities in accordance with Section 8.1(b), Section
8.2, Section 8.3 or Section 8.4 hereof, as the case may be, with respect to the
Notes by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Issuers and the Guarantors under this Indenture, the Notes
and the Guarantee thereof shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.1(b), Section 8.2, Section 8.3 or Section 8.4
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.1(b), Section 8.2, Section 8.3 or
Section 8.4 hereof, as the case may be; provided, however, that, if any Issuer
or any Guarantor makes any payment of principal of, premium, if any, or interest
on any Note following the reinstatement of its obligations, such Issuer or such
Guarantor shall be subrogated to the rights of the Holders of such Note to
receive such payment from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9
                                   AMENDMENTS

          SECTION 9.1. WITHOUT CONSENT OF HOLDERS.

          The Issuers, any Guarantors and the Trustee, as applicable, may amend
or supplement this Indenture, the Notes, and any Guarantee with respect to the
Notes without the consent of any Holder:

               (a) to cure any ambiguity, defect or inconsistency;

               (b) to provide for uncertificated Notes in addition to or in
          place of certificated Notes;

               (c) to provide for the assumption of an Issuers' or the Parent's
          obligations to Holders of the Notes under this Indenture or any
          Guarantor's obligations under its Guarantee of the Notes in the case
          of a merger, consolidation or sale of assets involving such Issuer,
          the Parent or such Guarantor, as applicable, pursuant to Article 5 or
          Article 10 hereof;

               (d) to make any change that would provide any additional rights
          or benefits to the Holders of the Notes (including providing for
          Guarantees of the

<PAGE>

                                                                              68

          Notes and any supplemental indenture required pursuant to Section 4.15
          hereof) or that does not adversely affect the legal rights under this
          Indenture of any such Holder;

               (e) to comply with requirements of the SEC in order to effect or
          maintain the qualification of this Indenture under the TIA; and

               (f) to release a Guarantor in accordance with Section 10.4
          hereof.

          Upon the request of the Issuers, the Parent and any Guarantor,
accompanied by a resolution of the Board of Directors of such Issuer, the Parent
or such Guarantor, as applicable, authorizing the execution of any such amended
or supplemental indenture and upon receipt by the Trustee of the documents
described in Section 9.6 hereof, the Trustee shall join with the Issuers, the
Parent and any such Guarantors in the execution of any amended or supplemental
indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations which may be therein contained,
but the Trustee shall not be obligated to enter into such amended or
supplemental indenture which adversely affects its own rights, duties or
immunities under this Indenture, or otherwise.

          SECTION 9.2. WITH CONSENT OF HOLDERS.

          Except as provided below in this Section 9.2, the Issuers, the Parent,
any Guarantors and the Trustee together may amend this Indenture, the Notes and
any Guarantee of the Notes with the written consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes affected by
such amendment (including consents obtained in connection with a purchase of or
a tender offer or exchange offer for Notes).

          Upon the request of the Issuers, accompanied by a resolution of the
Board of Directors of each of the Issuers and the Parent, authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in Section
9.6 hereof, the Trustee shall join with the Issuers, the Parent and any
Guarantors, as the case may be, in the execution of such supplemental indenture
unless such supplemental indenture adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

          It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

          After an amendment or waiver under this Section 9.2 becomes effective,
the Issuers shall mail to the Holders of each Note affected thereby a notice
briefly describing the amendment or waiver. Any failure of the Issuers to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver. Subject to
Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal
amount of the then-outstanding Notes affected thereby (including consents
obtained in connection with a purchase of or a tender offer or exchange offer
for Notes) may waive any

<PAGE>

                                                                              69

existing default or compliance in a particular instance by any Issuer or any
Guarantor with any provision of this Indenture or the Notes. However, without
the consent of each Holder affected, an amendment or waiver under this Section
may not (with respect to any Notes held by a non-consenting Holder):

               (a) reduce the principal amount of Notes whose Holders must
          consent to an amendment, supplement or waiver;

               (b) reduce the principal of or change the fixed maturity of any
          Note or alter or waive any of the provisions with respect to the
          redemption of the Notes;

               (c) reduce the rate of or change the time for payment of interest
          on any Note;

               (d) waive a Default or an Event of Default in the payment of
          principal of or premium, if any, or interest on any Notes (except a
          rescission of acceleration of the Notes by the Holders of at least a
          majority in aggregate principal amount of the then outstanding Notes
          and a waiver of the payment default that resulted from such
          acceleration);

               (e) make any Note payable in money other than that stated in the
          Note;

               (f) make any change in the provisions of this Indenture relating
          to waivers of past Defaults or the rights of Holders of Notes to
          receive payments of principal of or premium, if any, or interest or
          Liquidated Damages on the Notes;

               (g) waive a redemption payment with respect to any Note;

               (h) modify or change any provision of this Indenture or the
          related definitions affecting the ranking of the Notes or any
          Guarantee of the Notes in a manner which adversely affects the Holders
          in any material respect;

               (i) except pursuant to Article 8 or pursuant to Section 10.4,
          release any Guarantor from its obligations under a Guarantee of the
          Notes, or change any such Guarantee of the Notes in any manner that
          would adversely affect the Holders in any material respect;

               (j) make any change to Section 3.9, Section 4.10 or Section 4.14;
          or

               (k) make any change in the foregoing amendment and waiver
          provisions.

          SECTION 9.3. COMPLIANCE WITH TRUST INDENTURE ACT.

          Every amendment to this Indenture or the Notes shall be set forth in
an amendment or supplemental indenture that complies with the TIA as then in
effect.

          SECTION 9.4. REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the

<PAGE>

consent is not made on any Note. However, any such Holder or subsequent Holder
may revoke the consent as to his or her Note if the Trustee receives written
notice of revocation before the date the waiver or amendment becomes effective.
An amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

          The Issuers may fix a record date for determining which Holders must
consent to such amendment or waiver. If the Issuers fix a record date, the
record date shall be fixed at (i) the later of 30 days prior to the first
solicitation of such consent or the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation pursuant to Section 2.5, or
(ii) such other date as the Issuers shall designate.

          SECTION 9.5. NOTATION ON OR EXCHANGE OF NOTES.

          The Trustee may place an appropriate notation about an amendment or
waiver on any Note thereafter authenticated. The Issuers in exchange for all
Notes may issue and the Trustee shall authenticate new Notes that reflect the
amendment or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment or waiver.

          SECTION 9.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 9 if the amendment does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing such amendment or supplemental
indenture, the Trustee shall be entitled to receive, and, subject to Section 7.1
hereof, shall be fully protected in relying upon, an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Issuers,
the Parent and the Guarantors in accordance with its terms. The Issuers, the
Parent and any Guarantors may not sign an amendment or supplemental indenture
until the Board of Directors of each Issuer, the Parent or any Guarantor, as
applicable, approves it.

                                   ARTICLE 10
                                   GUARANTEES

          SECTION 10.1. GUARANTEES.

          Each Guarantor, jointly and severally, unconditionally guarantees, on
an unsecured senior basis, to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
Obligations of the Issuers under this Indenture or the Notes, that: (i) the
principal of, premium, if any, and interest and Liquidated Damages, if any, on
the Notes will be paid in full when due, whether at the maturity or interest
payment or mandatory redemption date, by acceleration, call for redemption,
offer to purchase or otherwise, and interest on the overdue principal of,
premium, and interest and Liquidated Damages, if any, on the Notes and all other
Obligations of the Issuers to the Holders or the Trustee under this Indenture or
the Notes

<PAGE>

                                                                              71

will be promptly paid in full or performed, all in accordance with the terms of
this Indenture and the Notes; (ii) in case of any extension of time of payment
or renewal of any Notes or any of such other Obligations, they will be paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at maturity, by acceleration or otherwise; and (iii) any and
all costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under any Guarantee with respect
to the Notes will be paid. Failing payment when due of any amount so guaranteed
for whatever reason, any Guarantor will be obligated (subject to any grace
periods allowed pursuant to Section 6.1 hereof) to pay the same whether or not
such failure to pay has become an Event of Default which could cause
acceleration pursuant to Section 6.2 hereof. An Event of Default under this
Indenture or the Notes shall constitute an event of default under any Guarantee
of the Notes, and shall entitle the Holders of Notes to accelerate the
Obligations of any Guarantor hereunder in the same manner and to the same extent
as the Obligations of the Issuers. Each Guarantor agrees that its Obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuers, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of any Guarantor.
Any Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of either or both
of the Issuers, protest, notice and all demands whatsoever and covenants that
its Guarantee with respect to the Notes will not be discharged except by
complete performance of its Obligations under the Notes and this Indenture. If
any Holder or the Trustee is required by any court or otherwise to return to any
Issuer, any Guarantor or any Custodian, Trustee, liquidator or other similar
official acting in relation to either any Issuer or any Guarantor any amount
paid by any such entity to the Trustee or such Holder, any Guarantee to the
Notes, to the extent theretofore discharged, shall be reinstated in full force
and effect. Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holder in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each
Guarantor agrees that, as between it, on the one hand, and the Holders of Notes
and the Trustee, on the other hand, (x) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes hereof, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Obligations guaranteed hereby,
and (y) in the event of any acceleration of such Obligations as provided in
Article 6 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purpose of such
Guarantee of the Notes. A Guarantor shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holder under its Guarantee of the Notes.

        Each Holder of a Note by its acceptance thereof agrees to and shall be
bound by the provisions of this Section 10.1.

        SECTION 10.2. WHEN A SUBSIDIARY GUARANTOR MAY MERGE, ETC.

<PAGE>

                                                                              72

          No Subsidiary Guarantor shall consolidate or merge with or into
(whether or not such Subsidiary Guarantor is the surviving person), another
corporation, Person or entity whether or not affiliated with such Subsidiary
Guarantor unless:

               (a) the person formed by or surviving any such consolidation or
          merger (if other than such Subsidiary Guarantor) assumes all the
          Obligations of such Subsidiary Guarantor pursuant to a supplemental
          indenture in the form of Exhibit B hereto and under the Notes and this
          Indenture;

               (b) immediately after giving effect to such transaction, no
          Default or Event of Default exists; and

               (c) such Subsidiary Guarantor or any Person formed by or
          surviving any such consolidation or merger would be permitted by
          virtue of the tests set forth in the first paragraph of Section 4.9
          hereof to incur, immediately after giving effect to such transaction,
          at least $1.00 of additional Indebtedness under those tests.

          The Subsidiary Guarantor shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel, covering clauses (a) and (b) (in the
case of clause (b), to such counsel's knowledge), stating that the proposed
transaction and such supplemental indenture comply with this Indenture. The
Trustee shall be entitled to conclusively rely upon such Officers' Certificate
and Opinion of Counsel.

          Notwithstanding the foregoing, (A) a Subsidiary Guarantor may
consolidate with or merge with or into the Company; provided, however, that the
surviving Person (if other than the Company) shall expressly assume by
supplemental indenture complying with the requirements of this Indenture, the
due and punctual payment of the principal of, premium, if any, and interest and
Liquidated Damages, if any, on all of the Notes, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
and the Notes to be performed by the Company; (B) a Subsidiary Guarantor may
consolidate with or merge with or into any other Subsidiary Guarantor and (C) a
Subsidiary Guarantor may consolidate with or merge with or into the Parent;
provided, however, that the surviving Person (if other than the Parent) shall
expressly assume by supplemental indenture complying with the requirements of
this Indenture the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be performed by the Parent.

          SECTION 10.3. LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY.

          For purposes of this Article 10 and any Guarantee of the Notes by a
Subsidiary Guarantor, each Subsidiary Guarantor's liability will be that amount
from time to time equal to the aggregate liability of such Subsidiary Guarantor
hereunder and thereunder, but shall be limited to the lesser of (i) the
aggregate amount of the obligations of the Issuers under the Notes and this
Indenture or (ii) the amount, if any, which would not have (A) rendered such
Subsidiary Guarantor "insolvent" (as such term is defined in the federal
Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or
(B) left it with unreasonably small capital at the

<PAGE>

                                                                              73

time its Guarantee of the Notes was entered into, after giving effect to the
incurrence of existing Indebtedness immediately prior to such time; provided
that, it shall be a presumption in any lawsuit or other proceeding in which a
Subsidiary Guarantor is a party that the amount guaranteed pursuant to the
Guarantee of the Notes is the amount set forth in clause (i) above unless any
creditor, or representative of creditors of such Subsidiary Guarantor, or debtor
in possession or trustee in bankruptcy of the Subsidiary Guarantor, otherwise
proves in such a lawsuit that the aggregate liability of the Subsidiary
Guarantor is limited to the amount set forth in clause (ii). In making any
determination as to the solvency or sufficiency of capital of a Subsidiary
Guarantor in accordance with the previous sentence, the right of such Subsidiary
Guarantor to contribution from other Subsidiary Guarantors and any other rights
such Subsidiary Guarantor may have, contractual or otherwise, shall be taken
into account.

          SECTION 10.4. RELEASE OF A GUARANTOR.

          Concurrently with the payment in full of all of the Issuers'
Obligations under the Notes and this Indenture (other than with respect to any
indemnification obligations), each Guarantor shall be released from and relieved
of its Obligations with respect to the Notes under this Article 10. In the event
of a sale or other disposition of all or substantially all of the assets of any
Subsidiary Guarantor, which sale or other disposition is otherwise in compliance
with the terms of this Indenture, by way of merger, consolidation or otherwise,
or a sale or other disposition of all of the capital stock of any Subsidiary
Guarantor, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of such a merger, consolidation or otherwise, of all of the
capital stock of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Subsidiary Guarantor) will be automatically and
unconditionally released and relieved of any obligations under its Guarantee of
the Notes. The Trustee shall deliver an appropriate instrument evidencing any
such release under this Section 10.4 upon receipt of a request by the Issuers
accompanied by an Officers' Certificate and an Opinion of Counsel certifying as
to the compliance with this Section 10.4. The provisions of Section 10.2 shall
not apply to any merger or consolidation pursuant to which a Subsidiary
Guarantor is released from its Obligations under this 10.4.

                                   ARTICLE 11
                                  MISCELLANEOUS

          SECTION 11.1. TRUST INDENTURE ACT CONTROLS.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control.

          SECTION 11.2. NOTICES.

          Any notice or communication by the Issuers, the Parent or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first-class mail (registered or certified, return receipt requested), or sent by
telex, telecopier or overnight air courier guaranteeing next Business Day
delivery, to the other's address:

          If to any Issuer:

<PAGE>

                                                                              74

          MeriStar Hospitality Operating Partnership, L.P.
          1010 Wisconsin Avenue, N.W.
          Suite 650
          Washington, D.C. 20007
          Attention: John Emery, Chief Financial Officer
          Telecopier No.: (202) 965-4445

          With a copy to:

          Paul, Weiss, Rifkind, Wharton & Garrison
          1285 Avenue of the Americas
          New York, NY 10019-6064
          Attention: Richard S. Borisoff, Esq.
          Telecopier No.: (212) 757-3990

          If to the Parent:

          MeriStar Hospitality Corporation
          1010 Wisconsin Avenue, N.W.
          Suite 650
          Washington, D.C. 20007
          Attention: John Emery, Chief Financial Officer
          Telecopier No.: (202) 965-4445

          With a copy to:

          Paul, Weiss, Rifkind, Wharton & Garrison
          1285 Avenue of the Americas
          New York, NY 10019-6064
          Attention: Richard S. Borisoff, Esq.
          Telecopier No.: (212) 757-3990

          If to the Trustee:

          U. S. Bank Trust National Association
          100 Wall Street, Suite 1600
          New York, New York 10005
          Attention: Corporate Trust Department
          Telecopier No.: (212) 809-5459

          The Issuers, the Parent or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

          All notices and communications (other than those sent to Holders)
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 the next Business Day after

<PAGE>

                                                                              75

timely delivery to the courier, if sent by overnight air courier guaranteeing
next Business Day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail to his address shown on the register kept by the Registrar. Failure to mail
a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

          If a notice or communication is mailed or given in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Issuers mail a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

          SECTION 11.3. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Issuers, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

          SECTION 11.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Issuers or the Parent to the
Trustee to take any action under this Indenture, the Issuers shall furnish to
the Trustee:

               (a) an Officers' Certificate in form and substance reasonably
          satisfactory to the Trustee (which shall include the statements set
          forth in Section 11.5) stating that, in the opinion of the signers,
          all conditions precedent and covenants, if any, provided for in this
          Indenture relating to the proposed action have been complied with; and

               (b) an Opinion of Counsel in form and substance reasonably
          satisfactory to the Trustee (which shall include the statements set
          forth in Section 11.5) stating that, in the opinion of such counsel,
          all such conditions precedent and covenants have been complied with.

          SECTION 11.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.4 and TIA Section 314(a)(4)) shall include:

               (a) a statement that the Person making such certificate or
          opinion has read such covenant or condition;

<PAGE>

                                                                              76

               (b) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (c) a statement that, in the opinion of such Person, he has made
          such examination or investigation as is necessary to enable him to
          express an informed opinion as to whether or not such covenant or
          condition has been complied with; and

               (d) a statement as to whether or not, in the opinion of such
          Person, such condition or covenant has been complied with; provided,
          however, that with respect to matters of fact an Opinion of Counsel
          may rely on an Officers' Certificate or certificate of public
          officials.

          SECTION 11.6. RULES BY TRUSTEE AND AGENTS.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

          SECTION 11.7. LEGAL HOLIDAYS.

          A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking
institutions in The City of New York are authorized or obligated by law,
regulation or executive order to remain closed. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue on such
payment for the intervening period.

          SECTION 11.8. RECOURSE AGAINST OTHERS.

          No past, present or future director, officer, partner, employee,
agent, manager, stockholder, incorporator or other Affiliate, as such of any
Issuer or of any Guarantor shall have any liability for any obligations of any
Issuer or any Guarantor under the Notes, or this Indenture or a Guarantee of the
Notes, if any, or for any claim based upon, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes. Such waiver and release may not be
effective to waive or release liabilities under the federal securities laws.

          SECTION 11.9. DUPLICATE ORIGINALS.

          The parties may sign any number of copies of this Indenture. One
signed copy is enough to prove this Indenture.

          SECTION 11.10. GOVERNING LAW.

          THIS INDENTURE, THE NOTES AND THE GUARANTEES OF THE NOTES AND THE
RIGHTS AND DUTIES OF THE PARTIES HEREUNDER AND

<PAGE>

                                                                              77

THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, the LAWS OF
THE STATE OF NEW YORK.

          SECTION 11.11. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of any Issuer, the Parent or any of their respective
Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

          SECTION 11.12. SUCCESSORS.

          All agreements of the Issuers, the Parent and the Guarantors
in this Indenture and the Notes shall bind their successors. All agreements of
the Trustee in this Indenture shall bind its successors.

          SECTION 11.13. SEVERABILITY.

          In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

          SECTION 11.14. COUNTERPART ORIGINALS.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

          SECTION 11.15. TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

<PAGE>
                                                                              78

                  IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed hereto by their respective duly authorized officers 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: Senior Vice President and General Counsel

                     MERISTAR HOSPITALITY FINANCE CORP. II, a
                     Delaware corporation


                     By: /s/ Christopher L. Bennett
                        -----------------------------------------
                              Name: Christopher L. Bennett
                              Title: Senior Vice President and General Counsel

                     Parent:
                     ------


                     MERISTAR HOSPITALITY CORPORATION, a
                     Maryland corporation


                     By:  /s/ Christopher L. Bennett
                          ---------------------------------------
                              Name: Christopher L. Bennett
                              Title: Senior Vice President and General Counsel

<PAGE>

                                                                              79

                      Trustee:
                      -------


                      U.S. BANK TRUST NATIONAL ASSOCIATION, as
                      Trustee


                      By:/s/ Adam Berman
                         ----------------------------
                            Name: Adam Berman
                            Title: Trust Officer

                      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: Senior Vice President and General Counsel


                      AGH PSS I, INC., a Delaware corporation

                      By:/s/ Christopher L. Bennett
                         -----------------------------
                         Name: Christopher L. Bennett
                         Title: Senior Vice President and General Counsel

<PAGE>
                                                                              80

               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: Senior Vice President and General Counsel

               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: Senior Vice President and General Counsel

               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: Senior Vice President and General Counsel

<PAGE>
                                                                              81

                               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: Senior Vice President and
                                                      General Counsel



<PAGE>
                                                                              82

                     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: Senior Vice President and General
                                           Counsel




<PAGE>
                                                                              83

             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: Senior Vice President and General
                                   Counsel

             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: Senior Vice President and
                                                       General Counsel





<PAGE>
                                                                              84

                      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: Senior Vice President and
                                               General Counsel

                      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: Senior Vice President and General
                                          Counsel




<PAGE>
                                                                              85

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

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

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

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

                                              By: /s/ Christopher L. Bennett
                                                  ----------------------------
                                                  Name:  Christopher L. Bennett
                                                  Title: Senior Vice President
                                                         and General Counsel

                              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: Senior Vice President
                                                         and General Counsel

<PAGE>

                                                                              86

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

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

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

                                          By: /s/ Christopher L. Bennett
                                              -------------------------------
                                              Name:  Christopher L. Bennett
                                              Title: Senior Vice President and
                                                     General Counsel

                       MERISTAR LP, INC.,
                       a Nevada corporation

                       By: /s/ Christopher L. Bennett
                           --------------------------------
                           Name:  Christopher L. Bennett
                           Title: Senior Vice President and General Counsel

<PAGE>

                                                                              87

                             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: Senior Vice President and
                                                       General Counsel

                             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: Senior Vice President and
                                                  General Counsel

                             MERISTAR HOTEL LESSEE, INC.

                             By: /s/ Christopher L. Bennett
                                 --------------------------------
                                 Name: Christopher L. Bennett
                                 Title: Senior Vice President and General
                                 Counsel

<PAGE>

                                                                              88

                             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: Senior Vice President and
                                                General Counsel

                             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: Senior Vice President and
                                                       General Counsel

<PAGE>
                                                                              89

                              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: Senior Vice President
                                                        and General Counsel

<PAGE>

                                    EXHIBIT A

                                 (Face of Note)

               10 1/2% [Series A] [Series B] Senior Notes due 2009


                                                              CUSIP:____________
No.___                                                              $___________


                     MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

                                       and

                       MERISTAR HOSPITALITY FINANCE CORP. II



promise to pay to ___________________________, or registered assigns, the
principal sum of ________________________________ Dollars on June 15, 2009.

                      Interest Payment Dates: June 15 and December 15

               Record Dates:  June 1 and December 1

                                              Dated: ___________________________



                                              MERISTAR HOSPITALITY OPERATING
                                              PARTNERSHIP, L.P.


                                              By:      MeriStar Hospitality
                                                       Corporation, as
                                                       general partner

                                              By: ______________________________
                                                  Name:
                                                  Title:


                                              MERISTAR HOSPITALITY FINANCE CORP.
                                              II


                                              By:_______________________________
                                                  Name:
                                                  Title:


                                       A-1




<PAGE>

          Trustee's Certificate of Authentication:
          This is one of the [Global] Notes
          referred to in the within-
          mentioned Indenture:


          U.S. BANK TRUST NATIONAL ASSOCIATION,
          as Trustee

          By _____________________________
             Authorized Signatory

                                      A-2

<PAGE>

                                 (Back of Note)

10 1/2% [Series A] [Series B] Senior Notes due 2009

                                       of

                MeriStar Hospitality Operating Partnership, L.P.

                                       and

                      MeriStar Hospitality Finance Corp. II

[IF A RESTRICTED SECURITY, INSERT: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT
TO RULE 903 OR 904 REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE
DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISIONS THEREUNDER) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
SECURITY) OR THE LAST DAY ON WHICH MERISTAR HOSPITALITY OPERATING PARTNERSHIP,
L.P., MERISTAR HOSPITALITY FINANCE CORP. II OR ANY OF THEIR RESPECTIVE
AFFILIATES WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE
"RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,
MERISTAR HOSPITALITY FINANCE CORP. II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM

                                       A-3

<PAGE>

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND; PROVIDED THAT MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P., THE TRUSTEE AND THE TRANSFER AGENT AND REGISTRAR RESERVE THE
RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSES (D) OR (E)
ABOVE TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND OTHER
INFORMATION SATISFACTORY TO MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,
THE TRUSTEE AND THE TRANSFER AGENT AND REGISTRAR. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]

[IF A TEMPORARY REGULATION S GLOBAL NOTE INSERT: PRIOR TO EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED
TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A")
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND THE INDENTURE REFERRED TO HEREIN.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]

[IF A GLOBAL NOTE INSERT: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH
NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE.

                                       A-4

<PAGE>

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

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  (1)  INTEREST. MeriStar Hospitality Partnership, L.P., a
Delaware limited partnership (the "Company") and MeriStar Hospitality Finance
Corp. II, a Delaware corporation ("MeriStar Finance," and together with the
Company, the "Issuers"), promise to pay interest on the principal amount of this
10 1/2% [Series A] [Series B] Senior Note due 2009 (the "Note") at the rate and
in the manner specified below.

                  The Issuers shall pay interest on the principal amount of this
Note in cash at the rate per annum shown above and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Issuers shall pay interest and Liquidated
Damages, if any, semi-annually on each June 15 and December 15 commencing June
15, 2002 or if any such day is not a Business Day (as defined in the Indenture
referred to below), on the next succeeding Business Day (each an "Interest
Payment Date").

                  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months for the actual number of days elapsed.
Interest shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of the original issuance of this
Note. To the extent lawful, the Issuers shall pay interest on overdue principal
and premium at the rate of 1% per annum in excess of the then applicable
interest rate on this Note; it shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) at the same rate to
the extent lawful.

                  (2)  METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons
who are registered Holders of Notes at the close of business on the June 1 and
December 1 immediately preceding the Interest Payment Date, even if such Notes
are cancelled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes will be payable as to principal, premium, if any,
and interest and Liquidated Damages, if any, at the office or agency of the
Issuers maintained for such purpose within or without the City and State of New
York, or, at the option of the Issuers, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal and
premium, if any, and interest and Liquidated Damages, if any, on all Global
Notes and all other Notes the

                                       A-5

<PAGE>

Holders of which shall have provided wire transfer instructions to the
Issuers or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

                  (3)  PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without
notice to any Holder. Any Issuer or any of its Subsidiaries may act in any such
capacity.

                  (4)  INDENTURE. The Company issued the Notes under an
Indenture dated as of December 19, 2001 (the "Indenture") among the Issuers,
MeriStar Hospitality Corporation, a Maryland corporation (the "Parent"), the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The terms of the Indenture
shall govern any inconsistencies between the Indenture and the Notes.

                  (5)  OPTIONAL REDEMPTION. (a) Prior to December 15, 2004, the
Issuers may redeem, on any one or more occasions, with the net cash proceeds of
one or more public offerings of the common equity of the Parent (a "Public
Equity Offering") (within 60 days of the consummation of any such Public Equity
Offering), up to 35% of the aggregate principal amount of the Notes originally
issued at a redemption price equal to 110.500% of the principal amount of such
Notes plus accrued and unpaid interest and Liquidated Damages thereon, if any,
to the redemption date; provided, however, that at least 65% of the aggregate
principal amount of Notes originally issued remains outstanding immediately
after any such redemption.

                  (b)  Except as set forth in the previous paragraph, the
Issuers shall not have the option to redeem the Notes prior to December 15,
2005. On or after December 15, 2005, the Issuers may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the 12-month period beginning on
December 15 of the years indicated below:

Year                                                             Percentage

2005.........................................................     105.250%

2006.........................................................     102.625%

2007 and thereafter..........................................     100.000%

                  If the optional redemption date is on or after an interest
record date and on or before the related interest payment date, the accrued and
unpaid interest, if any, shall be paid to the Person in whose name the Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders whose Notes will be subject to redemption by
the Issuers.

                                       A-6

<PAGE>

                  (6)  OFFERS TO PURCHASE. Subject to the Company's obligation
to make an offer to purchase Notes in connection with Asset Sales and a Change
of Control (as described in the Indenture), the Issuers have no mandatory
redemption or sinking fund obligations with respect to the Notes. Notice of any
such offer to purchase will be given as provided in the Indenture. Holders of
Notes that are the subject of an offer to purchase may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below and taking certain other actions, all as set forth in the
Indenture.

                  (7)  NOTICE OF REDEMPTION. Notice of redemption will be
mailed, by first class mail, at least 30 days but not more than 60 days before
the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date interest ceases to
accrue on Notes or portions thereof called for redemption.

                  (8)  DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 of principal amount. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Issuers and the Registrar shall not be
required to issue, exchange or register the Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.2 of the Indenture and ending at the close of
business on the day of selection, or to exchange or register any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part, or to exchange or register a Note between a
record date and the next succeeding Interest Payment Date.

                  (9)  PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes.

                  (10) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of an Issuer's or the Parent's obligations to Holders
of the Notes under the Indenture or any Guarantor's Obligations under its
Guarantee in the case of a merger, consolidation or sale of assets involving an
Issuer, the Parent or such Guarantor, as applicable, pursuant to Article 5 or
Article 10 of the Indenture, to make any change that would provide any
additional rights or benefits to the Holders of the Notes (including providing
for Guarantees of the Notes and any supplemental indenture required pursuant to
Section 4.15 of the Indenture) or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with requirements of
the SEC in order to effect or

                                       A-7

<PAGE>

maintain the qualification of the Indenture under the TIA and to release a
Guarantor in accordance with the Indenture.

                  (11) DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest or Liquidated Damages,
if any, on the Notes; (ii) default in payment when due of the principal of or
premium, if any, on the Notes at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or an Assets Sale Offer); (iii) failure by any Issuer
or the Parent to comply with Section 5.1 of the Indenture or the failure by any
Subsidiary Guarantor to comply with Section 10.2 of the Indenture; (iv) failure
by any Issuer, the Parent, any Guarantor or any Restricted Subsidiary for 30
days in the performance of any other covenant, warranty or agreement in the
Indenture or the Notes after written notice shall have been given to the Company
by the Trustee or to the Company and the Trustee from Holders of at least 25% in
principal amount of the Notes of such then outstanding; (v) the failure to pay
at final stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of Non-Recourse Indebtedness of the
Company, the Parent or any of their respective Restricted Subsidiaries with an
aggregate principal amount in excess of the lesser of (A) 10% of the total
assets of the Company, the Parent and their respective Restricted Subsidiaries
measured as of the end of the Parent's most recent fiscal quarter for which
internal financial statements are available immediately prior to the date on
which such default occurred, determined on a pro forma basis and (B) $50
million, and such failure continues for a period of 10 days or more, or the
acceleration of the final stated maturity of any such Non-Recourse Indebtedness
(which acceleration is not rescinded, annulled or otherwise cured within 10 days
of receipt by the Company, the Parent or such Restricted Subsidiary of notice of
such acceleration); (vi) the failure to pay at final stated maturity (giving
effect to any applicable grace periods and any extensions thereof) the principal
amount of any Indebtedness (other than Non-Recourse Indebtedness) of the
Company, the Parent or any Restricted Subsidiary of the Company or the Parent
and such failure continues for a period of 10 days or more, or the acceleration
of the final stated maturity of any such Indebtedness (which acceleration is not
rescinded, annulled or otherwise cured within 10 days of receipt by the Company,
the Parent or such Restricted Subsidiary of notice of any such acceleration) if
the aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness, in default for failure to pay principal
at final maturity or which has been accelerated, in each case with respect to
which the 10-day period described above has passed, aggregates $10.0 million or
more at any time; (vii) failure by the Company, the Parent or any of their
respective Restricted Subsidiaries to pay final judgments rendered against them
(other than judgment liens without recourse to any assets or property of the
Company, the Parent or any of their respective Restricted Subsidiaries other
than assets or property securing Non-Recourse Indebtedness) aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days (other than any judgments as to which a reputable insurance
company has accepted full liability); (viii) except as permitted by the
Indenture, any Guarantee with respect to the Notes shall be held in a judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor (or its successors or assigns), or any
Person acting on behalf of such Guarantor (or its successors or assigns), shall
deny or disaffirm its obligations or shall fail to comply with any obligations
under its Guarantee with respect to the Notes; and (ix) certain events of
bankruptcy or insolvency with respect to the Company, the Parent, any of the
Company's or the Parent's Subsidiaries that would constitute a Significant
Subsidiary or any

                                       A-8

<PAGE>

group of the Company's and/or the Parent's Subsidiaries that, taken together,
would constitute a Significant Subsidiary. If any Event of Default occurs and is
continuing, the Trustee, by written notice to the Issuers, or the Holders of at
least 25% in principal amount of the then outstanding Notes by written notice to
the Issuers and the Trustee may declare all the Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, the Parent, any of the Company's or the Parent's Subsidiaries that
would constitute a Significant Subsidiary or any group of the Company's and/or
the Parent's Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable without further
action or notice. Under certain circumstances, the Holders of a majority in
principal amount of the outstanding Notes may rescind any acceleration with
respect to the Notes and its consequences. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.

                  (12) GUARANTEES OF NOTES. Payment of principal, premium, if
any, and interest and Liquidated Damages, if any, (including interest on overdue
principal and overdue interest, if lawful) on the Notes are unconditionally
guaranteed by the Guarantors pursuant to, and subject to the terms of, Article
10 of the Indenture.

                  (13) SECURITY. The Notes will be senior, unsecured obligations
of the Issuers.

                  (14) NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder shall have any liability for any
obligations of any Issuer or any Guarantor under the Notes, any Guarantee with
respect to the Notes or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver and release
may not be effective to waive or release liabilities under the federal
securities laws.

                  (15) AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  (16) ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  (17) CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Note Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                       A-9

<PAGE>

                  (18) [SERIES A NOTES] REGISTRATION RIGHTS. Pursuant to the
Registration Rights Agreement (as defined in the Indenture), and subject to
certain terms and conditions stated therein, the Issuers will be obligated to
consummate an Exchange Offer pursuant to which the Holders of the Notes shall
have the right to exchange this Note for Exchange Notes, which have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respect to the Note. In certain circumstances, and
subject to certain terms and conditions, Holders of the Notes shall have the
right to receive liquidated damages if the Issuers shall have failed to fulfill
their obligations under the Registration Rights Agreement.

                  The Issuers will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                       MeriStar Hospitality Operating Partnership, L.P.
                       1010 Wisconsin Avenue, N.W.
                       Suite 650
                       Washington, D.C.  20007
                       Attention:  John Emery,
                                   Chief Financial Officer
                                   Telecopier No.: (202) 965-4445

                                      A-10

<PAGE>

                                 Assignment Form
               To assign this Note, fill in the form below: (I) or
                      (we) assign and transfer this Note to

 ______________________________________________________________________________
               (Insert assignee's Social Security or tax I.D. No.)
 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

                             __________________________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.

Date: _____________________________

                               Your Signature: _______________________
                               (Sign exactly as your name appears on the face of
                               this Note)

                               Signature Guarantee:* _________________


______________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

                  [_] Section 4.10          [_] Section 4.14

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased: $___________

Date:______________          Your Signature:_____________________________

                                 (Sign exactly as your name appears on the Note)

                                  Tax Identification No:________________________

                                  Signature Guarantee:*/________________________

__________________
*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-12

<PAGE>

                              Transfer and Exchange

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by SEC of
the effectiveness of a registration statement under the Securities Act of 1933,
as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) December 19, 2003, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:

                                    Check One

                                      (1) ___ to an Issuer or a subsidiary
                                          thereof; or

                                      (2) ___ pursuant to and in compliance with
                                          Rule 144A under the Securities Act; or

                                      (3) ___ outside the United States to a
                                          "foreign person" in compliance with
                                          Rule 904 of Regulation S under the
                                          Securities Act; or

                                      (4) ___ pursuant to an effective
                                          registration statement under the
                                          Securities Act; or

                                      (5) ___ pursuant to another available
                                          exemption from the registration
                                          requirements of the Securities Act.

                  Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided that if box (3) or (5)
is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Notes in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (4)) and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.

Dated: _______ Signed:_________________________________

               (Sign exactly as name appears on the other side of this Security)


Signature Guarantee:________________________________________

                                      A-13

<PAGE>

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: ___________________     Signed:_________________________

                                                       NOTICE: To be executed
                                                       by an executive officer

                                      A-14

<PAGE>

                   SCHEDULE OF EXCHANGES OF CERTIFICATED NOTES

                  The following exchanges of a part of this Global Note for
Certificated Notes have been made:

                                                 Principal
               Amount of         Amount of     Amount of this     Signature of
              decrease in       increase in      Global Note       authorized
   Date        Principal         Principal     following such      officer of
    of         Amount of       Amount of this     decrease       Trustee or Note
 Exchange   this Global Note    Global Note     (or increase)       Custodian
 --------   ----------------    -----------     -------------       ---------

                                      A-15

<PAGE>

                                   EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE

                  This "Supplemental Indenture", dated as of ________, between
_________________ (the "Guarantor"), a subsidiary of [MeriStar Hospitality
Operating Partnership, L.P., a Delaware limited partnership] [MeriStar
Hospitality Corporation, a Maryland corporation], and U.S. Bank Trust National
Association, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, MeriStar Hospitality Operating Partnership (the
"Company"), MeriStar Hospitality Finance Corp. II ("MeriStar Finance," and
together with the Company, the "Issuers"), MeriStar Hospitality Corporation (the
"Parent") and the Subsidiary Guarantors parties thereto, have heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of December 19, 2001, providing for the issuance of up to an aggregate principal
amount of $250,000,000 of 10 1/2 % Senior Notes due 2009 (the "Notes");

                  WHEREAS, Section 4.15 of the Indenture provides that under
certain circumstances the Company and the Parent are required to cause the
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the
Issuers' Obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein; and

                  WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantor and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:

                  1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


                  2. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees,
jointly and severally with all other Guarantors, to guarantee the Issuers'
obligations under the Notes on the terms and subject to the conditions set forth
in Article 10 of the Indenture and to be bound by all other applicable
provisions of the Indenture.

                  3. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, shareholder or agent of the
Guarantor, as such, shall have any liability for any obligations of any Issuer
or any Guarantor under the Notes, any Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and

                                      B-1

<PAGE>

releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver or release may not be
effective to waive or release liabilities under the federal securities laws.

                  4. NEW YORK LAW TO GOVERN. The internal law of the State of
New York shall govern and be used to construe this Supplemental Indenture.

                  5. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated:____________, ____

[Guarantor]

By: ____________________________
Name:
Title:



U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

                                             By: _____________________________
                                                  Name:
                                                  Title:

                                      B-2

<PAGE>

                                    EXHIBIT C

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

U.S. Bank Trust National Association

100 Wall Street, Suite 1600
New York, New York  10005

Attention: Corporate Trust Department

                        Re:       MeriStar Hospitality Operating Partnership,
                                  L.P. and MeriStar Hospitality Finance
                                  Corp.II (the "Issuers") 10 1/2% Senior Notes
                                  due 2009 (the "Notes")

Ladies and Gentlemen:

                  In connection with our proposed sale of $ [ ___________ ]
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                  1. the offer of the Notes was not made to a Person in the
              United States;

                  2. either (a) at the time the buy offer was originated, the
              transferee was outside the United States or we and any person
              acting on our behalf reasonably believed that the transferee was
              outside the United States, or (b) the transaction was executed in,
              on or through the facilities of a designated off-shore securities
              market and neither we nor any person acting on our behalf knows
              that the transaction has been pre-arranged with a buyer in the
              United States;

                  3. no directed selling efforts have been made in the United
              States in contravention of the requirements of Rule 903(b) or Rule
              904(b) of Regulation S, as applicable;

                  4. the transaction is not part of a plan or scheme to evade
              the registration requirements of the Securities Act; and

                  5. we have advised the transferee of the transfer restrictions
              applicable to the Notes.

                                       C-1

<PAGE>

                  You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                           Very truly yours,



                           By: ______________________
                              Authorized Signature

                                      C-2