<PAGE>

                                                                     Exhibit 4.7

                                                                  EXECUTIVE COPY




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                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,

                     MERISTAR HOSPITALITY FINANCE CORP. III,

                        MERISTAR HOSPITALITY CORPORATION

                                       and

                              SUBSIDIARY GUARANTORS



                                  $200,000,000
                          9 1/8% SENIOR NOTES DUE 2011
                              SERIES E AND SERIES F


                                    INDENTURE



                          Dated as of February 7, 2002



                      U.S. BANK TRUST NATIONAL ASSOCIATION



                                     Trustee



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                                Table of Contents

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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.......................................................................      20
     SECTION 2.6.   TRANSFER AND EXCHANGE...............................................................      21
     SECTION 2.7.   REPLACEMENT NOTES...................................................................      21
     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.................................................................      23
     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......................................      29
     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..............................................................      31
     SECTION 3.7.   OPTIONAL REDEMPTION.................................................................      31
     SECTION 3.8.   MANDATORY REDEMPTION................................................................      32
     SECTION 3.9.   OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.................................      32
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                                       i

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ARTICLE 4 COVENANTS.....................................................................................      34

     SECTION 4.1.   PAYMENT OF NOTES....................................................................      34
     SECTION 4.2.   MAINTENANCE OF OFFICE OR AGENCY.....................................................      34
     SECTION 4.3.   SEC REPORTS.........................................................................      35
     SECTION 4.4.   COMPLIANCE CERTIFICATE..............................................................      35
     SECTION 4.5.   TAXES...............................................................................      36
     SECTION 4.6.   STAY, EXTENSION AND USURY LAWS......................................................      36
     SECTION 4.7.   LIMITATION ON RESTRICTED PAYMENTS...................................................      36
     SECTION 4.8.   LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                      RESTRICTED SUBSIDIARIES...........................................................      40
     SECTION 4.9.   LIMITATION ON ADDITIONAL INDEBTEDNESS AND ISSUANCE OF CERTAIN CAPITAL STOCK.........      41
     SECTION 4.10.  LIMITATION ON SALE OF ASSETS........................................................      43
     SECTION 4.11.  LIMITATION ON TRANSACTIONS WITH AFFILIATES..........................................      44
     SECTION 4.12.  LIMITATION ON LIENS.................................................................      45
     SECTION 4.13.  CORPORATE EXISTENCE.................................................................      46
     SECTION 4.14.  CHANGE OF CONTROL...................................................................      46
     SECTION 4.15.  SUBSIDIARY GUARANTEES...............................................................      47
     SECTION 4.16.  LINE OF BUSINESS....................................................................      47
     SECTION 4.17.  PAYMENTS FOR CONSENT................................................................      47
     SECTION 4.18.  MAINTENANCE OF TOTAL UNENCUMBERED ASSETS............................................      48
     SECTION 4.19.  [intentionally left blank]..........................................................      48
     SECTION 4.20.  CERTAIN COVENANTS OF MERISTAR FINANCE...............................................      48
     SECTION 4.21.  COVENANTS UPON ATTAINMENT AND MAINTENANCE OF AN INVESTMENT GRADE RATING.............      48

ARTICLE 5 SUCCESSORS....................................................................................      48

     SECTION 5.1.   WHEN THE COMPANY MAY MERGE, ETC.....................................................      48
     SECTION 5.2.   SUCCESSOR SUBSTITUTED...............................................................      49

ARTICLE 6 DEFAULTS AND REMEDIES.........................................................................      49

     SECTION 6.1.   EVENTS OF DEFAULT...................................................................      49
     SECTION 6.2.   ACCELERATION........................................................................      52
     SECTION 6.3.   OTHER REMEDIES......................................................................      52
     SECTION 6.4.   WAIVER OF PAST DEFAULTS.............................................................      52
     SECTION 6.5.   CONTROL BY MAJORITY.................................................................      52
     SECTION 6.6.   LIMITATION ON SUITS.................................................................      53
     SECTION 6.7.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT................................................      53
     SECTION 6.8.   COLLECTION SUIT BY TRUSTEE..........................................................      53
     SECTION 6.9.   TRUSTEE MAY FILE PROOFS OF CLAIM....................................................      54
     SECTION 6.10.  PRIORITIES..........................................................................      54
     SECTION 6.11.  UNDERTAKING FOR COSTS...............................................................      55
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                                       ii

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ARTICLE 7 TRUSTEE.......................................................................................      55

     SECTION 7.1.  DUTIES OF TRUSTEE....................................................................      55
     SECTION 7.2.  RIGHTS OF TRUSTEE....................................................................      56
     SECTION 7.3.  INDIVIDUAL RIGHTS OF TRUSTEE.........................................................      57
     SECTION 7.4.  TRUSTEE'S DISCLAIMER.................................................................      57
     SECTION 7.5.  NOTICE OF DEFAULTS...................................................................      57
     SECTION 7.6.  REPORTS BY TRUSTEE TO HOLDERS........................................................      57
     SECTION 7.7.  COMPENSATION AND INDEMNITY...........................................................      58
     SECTION 7.8.  REPLACEMENT OF TRUSTEE...............................................................      58
     SECTION 7.9.  SUCCESSOR TRUSTEE BY MERGER, ETC.....................................................      60
     SECTION 7.10. ELIGIBILITY; DISQUALIFICATION........................................................      60
     SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY....................................      60

ARTICLE 8 DISCHARGE OF INDENTURE........................................................................      60

     SECTION 8.1.  DEFEASANCE AND DISCHARGE OF THIS INDENTURE AND THE NOTES.............................      60
     SECTION 8.2.  LEGAL DEFEASANCE AND DISCHARGE.......................................................      61
     SECTION 8.3.  COVENANT DEFEASANCE..................................................................      62
     SECTION 8.4.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE...........................................      62
     SECTION 8.5.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                     MISCELLANEOUS PROVISIONS...........................................................      64
     SECTION 8.6.  REPAYMENT TO THE ISSUERS.............................................................      65
     SECTION 8.7.  REINSTATEMENT........................................................................      65

ARTICLE 9 AMENDMENTS....................................................................................      65

     SECTION 9.1.  WITHOUT CONSENT OF HOLDERS...........................................................      65
     SECTION 9.2.  WITH CONSENT OF HOLDERS..............................................................      66
     SECTION 9.3.  COMPLIANCE WITH TRUST INDENTURE ACT..................................................      67
     SECTION 9.4.  REVOCATION AND EFFECT OF CONSENTS....................................................      68
     SECTION 9.5.  NOTATION ON OR EXCHANGE OF NOTES.....................................................      68
     SECTION 9.6.  TRUSTEE TO SIGN AMENDMENTS, ETC......................................................      68

ARTICLE 10 GUARANTEES...................................................................................      68

     SECTION 10.1. GUARANTEES...........................................................................      68
     SECTION 10.2. WHEN A SUBSIDIARY GUARANTOR MAY MERGE, ETC...........................................      70
     SECTION 10.3. LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY.......................................      70
     SECTION 10.4. RELEASE OF A GUARANTOR...............................................................      71
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                                      iii

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ARTICLE 11 MISCELLANEOUS................................................................................      71

     SECTION 11.1.  TRUST INDENTURE ACT CONTROLS........................................................      71
     SECTION 11.2.  NOTICES.............................................................................      71
     SECTION 11.3.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.........................................      73
     SECTION 11.4.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT..................................      73
     SECTION 11.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.......................................      73
     SECTION 11.6.  RULES BY TRUSTEE AND AGENTS.........................................................      74
     SECTION 11.7.  LEGAL HOLIDAYS......................................................................      74
     SECTION 11.8.  RECOURSE AGAINST OTHERS.............................................................      74
     SECTION 11.9.  DUPLICATE ORIGINALS.................................................................      74
     SECTION 11.10. GOVERNING LAW.......................................................................      75
     SECTION 11.11. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.......................................      75
     SECTION 11.12. SUCCESSORS..........................................................................      75
     SECTION 11.13. SEVERABILITY........................................................................      75
     SECTION 11.14. COUNTERPART ORIGINALS...............................................................      75
     SECTION 11.15. TABLE OF CONTENTS, HEADINGS, ETC....................................................      75
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                                       iv

<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

                                       v

<PAGE>

     INDENTURE dated as of February 7, 2002 among MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited partnership (the "Company"), MeriStar
Hospitality Finance Corp. III, 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 9?% Series E Senior
Notes due 2011 of the Issuers (the "Initial Notes"), and the 9?% Series F Senior
Notes due 2011 of the Issuers if and when issued in exchange for the Initial
Notes and the Existing Notes 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.

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

<PAGE>

                                                                               2

     "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 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.

<PAGE>

                                                                               3

     "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 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

<PAGE>

                                                                               4

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.

     "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

<PAGE>

                                                                               5

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 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

<PAGE>

                                                                               6

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, providing for borrowings and
letters of credit, including any related notes, security documentation,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, in each case as amended, modified, supplemented,
restructured, renewed, restated, refunded, replaced or refinanced or extended,
in each case on a senior basis, from time to time on one or more occasions with
respect to the Company or the Parent.

     "Credit Agreement 4.12 and 4.18" 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 4.12 and 4.18" 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 senior debt facilities (including, without limitation, the Credit
Agreement) 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, restated, modified, renewed, refunded, replaced or refinanced
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

<PAGE>

                                                                               7

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).

     "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 Notes" means the Company's 9 1/8 Senior Notes due 2011 issued
pursuant to an indenture, dated as of January 26, 2001, among the Company, the
Parent, the other parties set forth therein and the Trustee, as trustee.

     "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

<PAGE>

                                                                               8

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 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

<PAGE>

                                                                               9

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 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

<PAGE>

                                                                              10

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.

     "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. III, 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

<PAGE>

                                                                              11

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 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

<PAGE>

                                                                              12

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 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.

<PAGE>

                                                                              13

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

     "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.

<PAGE>

                                                                              14

     "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.

     "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

<PAGE>

                                                                              15

Restricted Subsidiaries not securing any portion of Secured Indebtedness
determined on a consolidated basis in accordance with GAAP.

                  "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

<PAGE>

                                                                              16

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 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

<PAGE>

                                                                              17

                                                               Defined in
Term                                                              Section
----                                                              -------
"incurrence"                                                          4.9
"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 $400,000,000. 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 100% of the aggregate principal amount of the Regulation S
Temporary Global Note (except to

<PAGE>

                                                                              19

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.

                  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

<PAGE>

                                                                              20

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.

                  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

<PAGE>

                                                                              21

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 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

<PAGE>

                                                                              22

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 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.

<PAGE>

                                                                              23
                  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 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:

<PAGE>

                                                                              24

          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. III 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. III 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 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

<PAGE>

                                                                              25

          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:

          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

<PAGE>

                                                                              26

                  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, 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

<PAGE>

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:

                  (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):


<PAGE>

                                                                              28

                    (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 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.

<PAGE>
                                                                              29

         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.

         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.

<PAGE>
                                                                              30

         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:

         (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.

<PAGE>
                                                                              31

         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 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.

         Prior to January 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

<PAGE>
                                                                              32

Offering), up to 35% of the aggregate principal amount of the Notes at a
redemption price equal to 109.125% 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.

         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

<PAGE>
                                                                              33

such Holder is withdrawing such Holder's tendered Notes and such Holder's
election to have 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>

                                    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>
                                                                              35

         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 event has occurred and remains in existence by reason of which
payments on account of the

<PAGE>
                                                                              36

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 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

<PAGE>
                                                                              37

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 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

<PAGE>
                                                                              38

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 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,

<PAGE>
                                                                              39

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 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)

<PAGE>
                                                                              40

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 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

<PAGE>
                                                                              41

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-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;

<PAGE>
                                                                              42



     (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;

     (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

<PAGE>
                                                                              43

                  (l) 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 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

<PAGE>
                                                                              44

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 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

<PAGE>
                                                                              45

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.

                  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 4.12 and
4.18 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 4.12 and
4.18 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
4.12 and 4.18 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-

<PAGE>
                                                                              46

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 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

<PAGE>

                                                                              47

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.

                  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.

<PAGE>

                                                                              48

                  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 - 4.12 and 4.18; 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
or (b) engage in any business other than the co-issuance of debt securities of
the Company and the guarantee of existing and future Indebtedness of the
Company.

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

                  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;

<PAGE>

                                                                              49

                  (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.

                  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:

<PAGE>

                                                                              50

                  (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 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);

<PAGE>

                                                                              51

                  (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

                  (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.

<PAGE>

                                                                              52

                  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.

                  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

<PAGE>

                                                                              53

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

                  (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.

<PAGE>

                                                                              54

                  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 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.

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                                                                              55

                  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 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

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                                                                              56

                      (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:

                  (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

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                                                                              57

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.

                  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).

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                                                                              58

                  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 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.

<PAGE>

                                                                              59

                  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 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

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                                                                              60

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 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

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                                                                              61

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 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

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                                                                              62

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.

                  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

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                                                                              63

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;

                  (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

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                                                                              64

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 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.

<PAGE>
                                                                              65

                  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
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;


<PAGE>
                                                                              66

                        (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 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.

<PAGE>
                                                                              67

                  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 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.

<PAGE>
                                                                              68

                  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 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

<PAGE>
                                                                              69

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
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.

<PAGE>
                                                                              70

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

                  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

<PAGE>
                                                                              71

and Creditor Law of the State of New York) or (B) left it with unreasonably
small capital at the 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:

<PAGE>

                                                                              72

                  If to any Issuer:

                  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>

                                                                              73

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>

                                                                              74

                       (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.

<PAGE>

                                                                              75

                  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 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>

                                                                              76

                  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. III, 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>

                                                                              77

                           Trustee:
                           -------


                           U.S. BANK TRUST NATIONAL ASSOCIATION, as
                           Trustee

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

                           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>

                                                                              78

                            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>

                                                                              79

                                    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>

                                                                              80

                                      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

                                      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

<PAGE>

                                                                              81

                                  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

                                  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

<PAGE>

                                                                              82

                            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

                            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

<PAGE>

                                                                              83

                          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

                          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>

                                                                              84

                        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>

                                                                              85

                         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>
                                                                              86

                              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)

               9 1/8% [Series E] [Series F] Senior Notes due 2011

                                                              CUSIP:____________
No.___                                                              $___________


                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

                                       and

                     MERISTAR HOSPITALITY FINANCE CORP. III

promise to pay to ___________________________, or registered assigns, the
principal sum of ________________________________ Dollars on January 15, 2011.

                 Interest Payment Dates: January 15 and July 15

              Record Dates: January 1 and July 1

                                          Dated:  __________________________


                                          MERISTAR HOSPITALITY OPERATING
                                          PARTNERSHIP, L.P.


                                          By: MeriStar Hospitality Corporation,
                                              as general partner

                                          By: ____________________________
                                              Name:
                                              Title:


                                          MERISTAR HOSPITALITY FINANCE CORP. III


                                          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)

9 1/8% [Series E] [Series F] Senior Notes due 2011

                                       of

                MeriStar Hospitality Operating Partnership, L.P.

                                       and

                     MeriStar Hospitality Finance Corp. III

[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. III 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. III 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 THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
AND (3) AGREES

                                      A-3

<PAGE>

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.

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

                                      A-4

<PAGE>

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. III, a
Delaware corporation ("MeriStar Finance," and together with the Company, the
"Issuers"), promise to pay interest on the principal amount of this 9?% [Series
E] [Series F] Senior Note due 2011 (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 January 15 and July 15 commencing July 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 January 15, 2002. 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 January 1 and July 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 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.

                                      A-5

<PAGE>

     (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
February 7, 2002 (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. Prior to January 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 109.125% 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.

     (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

                                      A-6

<PAGE>

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 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

                                      A-7

<PAGE>

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 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

                                      A-8

<PAGE>

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.

     (18) [SERIES E 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-9

<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-10

<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-11

<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) February 7, 2004, 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-12

<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-13

<PAGE>

                   SCHEDULE OF EXCHANGES OF CERTIFICATED NOTES

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

<TABLE>
<CAPTION>
                                                                        Principal Amount of
                         Amount of decrease in   Amount of increase      this Global Note         Signature of
                               Principal         in Principal Amount      following such       authorized officer
                               Amount of               of this               decrease          of Trustee or Note
   Date of Exchange        this Global Note          Global Note           (or increase)            Custodian
   ----------------        ----------------          -----------           -------------            ---------
   <S>                   <C>                     <C>                    <C>                    <C>
</TABLE>

                                      A-14

<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. III ("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 February 7, 2002, providing for the issuance of up to an aggregate principal
amount of $400,000,000 of 9 1/8% Senior Notes due 2011 (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 releases all such liability. The waiver and release are part of
the consideration for issuance of the

                                      B-1

<PAGE>

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. III (the "Issuers") 9 1/8% Senior
                   Notes due 2011 (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