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                                                                Exhibit 10.11



                                CAPSTAR HOTEL COMPANY
                                          
                               UNDERWRITING AGREEMENT
                                          
                                STANDARD PROVISIONS
                                 (Debt Securities)
                                          
     September 22, 1997

     From time to time, CapStar Hotel Company, a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein. 
The standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement").  The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
sometimes referred to as this Agreement.  Unless otherwise defined herein, terms
defined in the Underwriting Agreement are used herein as therein defined.

     At or prior to August 23, 1996, the Company completed a series of
transactions described under the heading "The Formation Transactions" in that
certain prospectus dated August 20, 1996, relating to the initial public
offering of 9,250,000 shares of Common Stock of the Company (the "IPO
Prospectus").  As part of these transactions, the Company and CapStar LP
Corporation ("CapStar Sub") became the sole partners of CapStar Management
Company, L.P., as governed by an amended and restated Agreement of Limited
Partnership, as amended ("CapStar Management"), and CapStar Management was
restructured to own, directly or indirectly, all of the properties and other
assets previously owned, directly or indirectly, by EquiStar Hotel Investors,
L.P. and CapStar Management Company, L.P. (as constituted as of August 20, 1996,
"Predecessor CapStar Management"), and their respective subsidiaries, including
owned hotel properties or interests therein and management agreements with
hotels.  As used herein the term "Formation Transactions" shall mean the
occurrence of all the events described in the IPO Prospectus under the heading
"The Formation Transactions," the execution of acquisition agreements for the
Additional Hotels (as defined in the IPO Prospectus) and the other transactions
related thereto, and the term "Predecessor Entities" shall mean the subsidiaries
of EquiStar Hotel Investors, L.P. together with CapStar Management and its
subsidiaries for all periods prior to the consummation of the Formation
Transactions.  Subsequent to consummation of the Formation Transactions, CapStar
Management was restructured such that all of the Company's assets are currently
held indirectly by and operated through CapStar Management and CapStar
Management II, L.P. (CapStar Management II" and, together with CapStar
Management, the "Operating Partnerships"), the Company's subsidiary operating
partnerships. 

     1.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY AND THE
OPERATING PARTNERSHIPS.  The Company and the Operating Partnerships, jointly and
severally, represent, warrant and agree that:

     (a)  A registration statement on Form S-3 (333-34253), and amendments
          thereto, with respect to the Offered Securities has (i) been prepared
          by the 

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          Company in conformity with the requirements of the United States
          Securities Act of 1933 (the "Securities Act") and the rules and
          regulations (the "Rules and Regulations") of the United States
          Securities and Exchange Commission (the "Commission") thereunder, (ii)
          been filed with the Commission under the Securities Act and (iii)
          become effective under the Securities Act.  Copies of such
          registration statement and the amendments thereto have been delivered
          by the Company to you as the representatives (the "Representatives")
          of the Underwriters.  As used in this Agreement, "Effective Time"
          means the date and the time as of which such registration statement,
          or the most recent post-effective amendment thereto, if any, was
          declared effective by the Commission; "Effective Date" means the date
          of the Effective Time; "Preliminary Prospectus" means each prospectus
          included in such registration statement, or amendments thereof, before
          it became effective under the Securities Act and any prospectus filed
          with the Commission by the Company with the consent of the
          Representatives pursuant to Rule 424(a) of the Rules and Regulations;
          "Registration Statement" means such registration statement, as amended
          at the Effective Time, including any documents incorporated by
          reference therein at such time and all information contained in the
          final prospectus filed with the Commission pursuant to Rule 424(b) of
          the Rules and Regulations in accordance with Section 6 hereof and
          deemed to be a part of the registration statement as of the Effective
          Time pursuant to paragraph (b) of Rule 430A of the Rules and
          Regulations; "Base Prospectus" means the prospectus included in the
          Registration Statement; "Prospectus Supplement" means the prospectus
          supplement filed with, transmitted for filing to, or promptly
          hereafter filed with or transmitted for filing to, the Commission,
          specifically relating to the Offered Securities; and "Prospectus"
          means such final prospectus, consisting of the Base Prospectus and
          together with the Prospectus Supplement, as first filed with the
          Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the
          Rules and Regulations. Reference made herein to any Preliminary
          Prospectus or to the Prospectus shall be deemed to refer to and
          include any documents incorporated by reference therein pursuant to
          Item 12 of Form S-3 under the Securities Act, as of the date of such
          Preliminary Prospectus or the Prospectus, as the case may be, and any
          reference to any amendment or supplement to any Preliminary Prospectus
          or the Prospectus shall be deemed to refer to and include any document
          filed under the United States Securities Exchange Act of 1934 (the
          "Exchange Act") after the date of such Preliminary Prospectus or the
          Prospectus, as the case may be, and incorporated by reference in such
          Preliminary Prospectus or the Prospectus, as the case may be; and any
          reference to any amendment to the Registration Statement shall be
          deemed to include any annual report of the Company filed with the
          Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
          after the Effective Time that is incorporated by reference in the
          Registration Statement.  Any 

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          registration statement (including any amendment or supplement thereto
          or information which is deemed part thereof) filed by the Company to
          register additional shares of Common Stock of the Company under Rule
          462(b) of the Securities Act ("Rule 462(b) Registration Statement")
          shall be deemed a part of the Registration Statement.  Any prospectus
          (including any amendment or supplement thereto or information which is
          deemed to part thereof) included in a Rule 462(b) Registration
          Statement and any term sheet as contemplated by Rule 434 of the Rules
          and Regulations (a "Term Sheet") shall be deemed to be part of the
          Prospectus.  The Commission has not issued any order preventing or
          suspending the use of any Preliminary Prospectus.

     (b)  The Registration Statement conforms, and the Prospectus and any
          further amendments or supplements to the Registration Statement or the
          Prospectus will, when they become effective or are filed with the
          Commission, as the case may be, conform in all material respects to
          the requirements of the Securities Act and the Rules and Regulations
          and do not and will not, as of the applicable effective date (as to
          the Registration Statement and any amendment thereto) and as of the
          applicable filing date (as to the Prospectus and any amendment or
          supplement thereto) contain an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading; provided that
          no representation or warranty is made as to (i) information contained
          in or omitted from the Registration Statement or the Prospectus in
          reliance upon and in conformity with written information furnished to
          the Company through the Representatives by or on behalf of any
          Underwriter specifically for inclusion therein or (ii) to that part of
          the Registration Statement that constitutes the Statement of
          Eligibility (Form T-1) under the Trust Indenture Act of 1939, as
          amended (the "Trust Indenture Act"), of the Trustee.

     (c)  The documents incorporated by reference in the Prospectus, when they
          became effective or were filed with the Commission, as the case may
          be, conformed in all material respects to the requirements the
          Securities Act or the Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder, and none of such documents
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading; and any further documents so filed
          and incorporated by reference in the Prospectus, when such documents
          become effective or are filed with Commission, as the case may be,
          will conform in all material respects to the requirements of the
          Securities Act or the Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder and will not contain an
          untrue statement of a material fact or omit to state 


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          a material fact required to be stated therein or necessary to make the
          statements therein not misleading.

     (d)  The Company and each of its subsidiaries (as defined in Section 15)
          have been duly organized and are validly existing as corporations,
          general or limited partnerships or limited liability companies, as the
          case may be, in good standing under the laws of their respective
          jurisdictions of organization, are duly qualified to do business and
          are in good standing as foreign corporations, limited partnerships or
          limited liability companies, as the case may be, in each jurisdiction
          in which their respective ownership or lease of property or the
          conduct of their respective businesses requires such qualification,
          and have all power and authority necessary to own or hold their
          respective properties and to conduct the businesses in which they are
          engaged.

     (e)  The Company has an authorized capitalization as set forth in the
          Prospectus, and all of the issued shares of capital stock of the
          Company have been duly and validly authorized and issued, are fully
          paid and non-assessable and conform to the description thereof
          contained in the Prospectus; and any shares of Common Stock and any
          Debt Securities (other than the Offered Securities to be offered and
          sold by the Company hereunder) that are outstanding or will be issued
          on or prior to the First Delivery Date were or will be offered and
          sold in compliance with all applicable laws (including, without
          limitation, federal and state securities laws); and all of the issued
          shares of capital stock, partnership interests or limited liability
          company membership interests, as the case may be, of each subsidiary
          of the Company have been duly and validly authorized and issued and
          (except for partnership interests of general partners and except to
          the extent the limited liability company agreements governing the
          respective limited liability companies provide otherwise) are fully
          paid and non-assessable and are owned directly or indirectly by the
          Company, free and clear of all liens, encumbrances, equities or claims
          except for liens in favor of the lenders under the Company's senior
          secured credit facility (the "1997 Credit Facility") with Lehman
          Brothers Holdings, Inc., BankBoston, N.A., Bankers Trust Company and
          Wells Fargo Bank, N.A., as agents (the "Banks") to secure
          indebtedness. 

     (f)  All of the shares of the Company's Common Stock, par value $.01 per
          share (the "Common Stock"), issuable upon conversion of the Offered
          Securities have been duly and validly authorized and reserved for
          issuance upon such conversion and, when issued and delivered in
          accordance with the terms of the Indenture, will be duly and validly
          issued fully paid and non-assessable; and the Offered Securities and
          the Common Stock issued upon conversion of the Offered Securities will
          conform to the description thereof contained in the Prospectus.

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     (g)  The partnership interests of the Operating Partnerships ("Units") have
          been duly authorized for issuance by the respective Operating
          Partnerships, are validly issued and fully paid, and, except as
          otherwise described in the Prospectus (or the materials incorporated
          by reference therein), are the only Units outstanding.

     (h)  This Agreement has been duly authorized, executed and delivered by the
          Company and the Operating Partnerships.

     (i)  The Indenture pursuant to which the Offered Securities are to be
          issued has been duly qualified under the Trust Indenture Act and has
          been duly authorized, executed and delivered by the Company and is a
          valid and binding agreement of the Company, enforceable in accordance
          with its terms, except as the enforceability thereof may be limited by
          bankruptcy, insolvency or similar laws affecting creditors' rights
          generally or the effect of general principles of equity, including the
          possible unavailability of specific performance or injunctive relief,
          whether considered in a proceeding in equity or at law.

     (j)  The Offered Securities have been duly authorized and, when executed
          and authenticated in accordance with the provisions of the Indenture
          and delivered to and paid for by the Underwriters in accordance with
          the terms of this Agreement, will be entitled to the  benefits of the
          Indenture and will be valid and binding obligations of the Company
          enforceable in accordance with their terms, except as the
          enforceability thereof may be limited by bankruptcy, insolvency or
          similar laws relating to or affecting creditors' rights generally or
          the effect of general principals of equity, including the possible
          unavailability of specific performance or injunctive relief, whether
          considered in a proceeding in equity or at law.

     (k)  The execution, delivery and performance of this Agreement, the
          Indenture and the Offered Securities by the Company and the Operating
          Partnerships and the consummation of the transactions contemplated
          hereby, and thereby, will not conflict with or result in a breach or
          violation of any of the terms or provisions of, or constitute a
          default under, any indenture, mortgage, deed of trust, loan agreement
          or other agreement or instrument to which the Company or any of its
          subsidiaries is a party or by which the Company or any of its
          subsidiaries is bound or to which any of the property or assets of the
          Company or any of its subsidiaries is subject, nor will such actions
          result in any violation of the provisions of the charter, by-laws,
          partnership agreement or operating agreement of the Company, any of
          its subsidiaries or any statute or any order, rule or regulation of
          any court or governmental agency or body having jurisdiction over the
          Company or any of its subsidiaries or any of their properties or
          assets; and except for the registration of the Offered Securities
          under the Securities 
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          Act and such consents, approvals, authorizations, registrations or
          qualifications as may be required under the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), and applicable state securities
          laws in connection with the purchase and distribution of the Offered
          Securities by the Underwriters, no consent, approval, authorization or
          order of, or filing or registration with, any such court or
          governmental agency or body or any other person is required for the
          execution, delivery and performance of this Agreement, the Indenture
          or the Offered Securities by the Company or the Operating
          Partnerships, the consummation of the transactions contemplated hereby
          and thereby.

     (l)  Except as set forth in the Prospectus, there are no preemptive or
          other rights to subscribe for or to purchase, nor any restriction upon
          the voting or transfer of, any unissued shares of the Offered
          Securities to be issued and sold by the Company to the Underwriters
          hereunder pursuant to the Company's charter or by-laws or any
          agreement or other instrument.

     (m)  Except as set forth in the Prospectus, there will be no preemptive or
          other rights to subscribe for or to purchase, nor any restriction upon
          the voting of, any of the partnership interests in the Operating
          Partnerships pursuant to the Operating Partnerships' respective
          Agreements of Limited Partnership, as restated and amended (as
          applicable), or any agreement or other instrument to which the Company
          is a party.

     (n)  Except as disclosed in the Prospectus, there are no contracts,
          agreements or understandings between the Company and any person
          granting such person the right (other than rights which have been
          waived or satisfied) to require the Company to file a registration
          statement under the Securities Act with respect to any securities of
          the Company owned or to be owned by such person or to require the
          Company to include such securities in the securities registered
          pursuant to the Registration Statement or in any securities being
          registered pursuant to any other registration statement filed by the
          Company under the Securities Act.

     (o)  Except as described in the Prospectus, the Company has not sold or
          issued any shares of Common Stock during the six-month period
          preceding the date of the Prospectus, including any sales pursuant to
          Rule 144A under, or Regulations D or S of, the Securities Act, other
          than shares issued pursuant to employee benefit plans, qualified stock
          options plans or other employee compensation plans or pursuant to
          outstanding options, rights or warrants.

     (p)  None of the Company or any of its subsidiaries has sustained, since
          the date of the latest audited financial statements included in the
          Prospectus, any material loss or interference with its business from
          fire, explosion, 

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          flood or other calamity, whether or not covered by insurance, or from
          any labor dispute or court or governmental action, order or decree,
          otherwise than as set forth or contemplated in the Prospectus; and,
          since such date, other than as set forth or contemplated in the
          Prospectus, (i) there has been no material adverse change in the
          financial condition, results of operation or business of the Company,
          the Operating Partnerships or any subsidiary of the Company, whether
          or not arising in the ordinary course of business, (ii) no material
          casualty loss or material condemnation or other material adverse event
          with respect to any Property has occurred, (iii) there have been no
          transactions or acquisition agreements entered into by the Company,
          the Operating Partnerships or any subsidiary of the Company other than
          those in the ordinary course of business, which are material with
          respect to such entity, (iv) there has been no dividend or
          distribution of any kind declared, paid or made by the Company on any
          class of its capital stock or by the Operating Partnerships with
          respect to its partnership interests and (v) there has been no change
          in the capital stock of the Company or the partnership interests of
          the Operating Partnerships, or any increase in the indebtedness of the
          Company, the Operating Partnerships or any subsidiary.

     (q)  The financial statements (including the related notes and supporting
          schedules) filed as part of the Registration Statement or included or
          incorporated by reference in the Prospectus present fairly the
          financial condition and results of operations of the entities
          purported to be shown thereby, at the dates and for the periods
          indicated, and have been prepared in conformity with generally
          accepted accounting principles applied on a consistent basis
          throughout the periods involved, except as otherwise stated herein.

     (r)  KPMG Peat Marwick LLP, who have certified certain financial statements
          of the Company and the Predecessor Entities, whose reports appear in
          the Prospectus or is incorporated by reference therein and who have
          delivered the initial letter referred to in Section 7(g) hereof, are
          independent public accountants as required by the Securities Act and
          the Rules and Regulations; and Wertheim & Company, King Griffin &
          Adamson P.C., Coopers & Lybrand L.L.P., Mann Frankfort Stein & Lipp,
          P.C., Pinksen, Goldberg & Company and Pannell Kerr Forster PC, each of
          whose report appears in the Prospectus or is incorporated by reference
          therein, were independent accountants as required by the Securities
          Act and the Rules and Regulations during the periods covered by the
          financial statements on which they reported contained or incorporated
          in the Prospectus.

     (s)  With respect to Owned Hotels (as defined in the Prospectus), other
          than the Owned Hotels in which the Company has acquired less than all
          of the ownership interest (the "Joint Venture Properties"), the
          Company and its 

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          subsidiaries have or will have on the First Delivery Date good and
          marketable title in fee simple to all real property and good and
          marketable title to all personal property owned by them, in each case
          free and clear of all liens, encumbrances and defects except such as
          are described in the Prospectus or such as do not materially affect
          the value of such property and do not materially interfere with the
          use made and proposed to be made of such property by the Company and
          its subsidiaries; with respect to the Joint Venture Properties, the
          Company and its subsidiaries that currently own interests in the Joint
          Venture Properties have or will have on the First Delivery Date good
          and marketable title to such ownership interests and the respective
          entities owning the Joint Venture Properties have good and marketable
          title in fee simple to all real property and good and marketable title
          to all personal property owned by them, in each case free and clear of
          all liens, encumbrances and defects except such as are described in
          the Prospectus or such as do not materially affect the value of such
          property and do not materially interfere with the use made and
          proposed to be made of such property by the Company and its
          subsidiaries; and all real property and buildings held under lease by
          the Company and its subsidiaries are held by them under valid,
          subsisting and enforceable leases, in each case free and clear of all
          liens, encumbrances and defects except such as are described in the
          Prospectus or with such exceptions as are not material and do not
          interfere with the use made and proposed to be made of such property
          and buildings by the Company and its subsidiaries.  There shall be
          issued and outstanding with respect to each of the Owned Hotels an
          ALTA form of owner's title insurance policy (or local equivalent with
          respect to those Owned Hotels located in jurisdictions where an ALTA
          form of owner's title insurance policy is not available) insuring the
          fee simple estate of the applicable subsidiary of the Company in the
          Owned Hotel owned by such subsidiary in an amount at least equal to
          the acquisition price of such Owned Hotel and each such title
          insurance policy will continue to be in full force and effect
          immediately following the consummation of the Offering.

     (t)  The Company and each of its subsidiaries carry, or are covered by,
          insurance in such amounts and covering such risks as is adequate for
          the conduct of their respective businesses and the value of their
          respective properties and as is customary for companies engaged in
          similar businesses in similar industries.

     (u)  Each of the Company and its subsidiaries possesses such certificates,
          authorizations or permits issued by the appropriate state, federal or
          foreign regulatory agencies or bodies necessary to conduct the
          business now operated by them, except where the failure to possess
          such certificates, authorizations or permits would not have a material
          adverse effect on the consolidated financial position, stockholders'
          equity, results of operations, 

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          business or prospects of the Company and its subsidiaries (a "Material
          Adverse Effect"), and none of the Company or any of its subsidiaries
          has received any notice of proceedings relating to the revocation or
          modification of any such certificate, authorization or permit which,
          singly or in the aggregate, if the subject of an unfavorable decision,
          ruling, or finding, would have a Material Adverse Effect.

     (v)  The Company and/or each of its subsidiaries own or possess adequate
          rights to use all material patents, patent applications, trademarks,
          service marks, trade names, trademark registrations, service mark
          registrations, franchises, copyrights and licenses necessary for the
          conduct of their respective businesses and have no reason to believe
          that the conduct of their respective businesses will conflict with,
          and have not received any notice of any claim of conflict with, any
          such rights of others.

     (w)  There are no legal or governmental proceedings pending to which the
          Company or any of its subsidiaries is a party or of which any property
          or assets of the Company, any of its subsidiaries or any Predecessor
          Entity is the subject which could reasonably be expected to have a
          Material Adverse Effect; and to the best of the Company's knowledge,
          no such proceedings are threatened or contemplated by governmental
          authorities or threatened by others.

     (x)  The conditions for use of Form S-3, as set forth in the General
          Instructions thereto, have been satisfied.

     (y)  There are no contracts or other documents which are required to be
          described in the Prospectus or filed as exhibits to the Registration
          Statement by the Securities Act or by the Rules and Regulations which
          have not been described in the Prospectus or filed as exhibits to the
          Registration Statement.

     (z)  No relationship, direct or indirect, exists between or among the
          Company, the Operating Partnerships, any subsidiary of the Company, on
          the one hand, and the directors, officers, stockholders of the
          Company, or customers or suppliers of the Company, or customers or
          suppliers of the Operating Partnerships, on the other hand, which is
          required to be described in the Prospectus which is not so described.

     (aa) There is (i) no material unfair labor practice complaint pending
          against the Company, its subsidiaries or any Predecessor Entity nor,
          to the best knowledge of the Company, threatened against any of them
          before the National Labor Relations Board or any state or local labor
          relations board, and no significant grievance or significant
          arbitration proceeding arising out of or under any collective
          bargaining agreement is so pending against the Company or its
          subsidiaries or, to the best knowledge of the Company, 

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          threatened against any of them, (ii) no material strike, labor
          dispute, slowdown or stoppage pending against the Company or its
          subsidiaries nor, to the best knowledge of the Company, threatened
          against the Company or its subsidiaries which might be expected to
          have a Material Adverse Effect.

     (ab) None of the Company or any subsidiary has violated any safety or
          similar law applicable to its business nor any federal, state or local
          law relating to discrimination in the hiring, promotion or pay of
          employees nor any applicable federal or state wages and hours laws
          which in each case might result in a Material Adverse Effect.

     (ac) The Company and each of its subsidiaries are in compliance in all
          material respects with all presently applicable provisions of the
          Employee Retirement Income Security Act of 1974, as amended, including
          the regulations and published interpretations thereunder ("ERISA"); no
          "reportable event" (as defined in ERISA) has occurred with respect to
          any "pension plan" (as defined in ERISA) for which the Company or any
          of its subsidiaries would have any liability; the Company and its
          subsidiaries have not incurred and do not expect to incur liability
          under (i) Title IV of ERISA with respect to termination of, or
          withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of
          the Internal Revenue Code of 1986, as amended, including the
          regulations and published interpretations thereunder (the "Code"); and
          each "pension plan" for which the Company or any of its subsidiaries
          would have any liability that is intended to be qualified under
          Section 401(a) of the Code is so qualified in all material respects
          and nothing has occurred, whether by action or by failure to act,
          which would cause the loss of such qualification.

     (ad) The Company and each of its subsidiaries has filed all federal, state
          and local income and franchise tax returns required to be filed
          through the date hereof and has paid all taxes due thereon, and no tax
          deficiency has been determined adversely to the Company, any of its
          subsidiaries or any Predecessor Entity which has had (nor does the
          Company have any knowledge of) any tax deficiency which, if determined
          adversely to the Company, any of its subsidiaries or any Predecessor
          Entity, might have a Material Adverse Effect; the amounts currently
          set up as provisions for taxes or otherwise by the Company and its
          subsidiaries on their books and records are sufficient for the payment
          of all their unpaid federal, foreign, state, county and local taxes
          accrued through the dates as of which they speak, and for which the
          Company and its subsidiaries may be liable in their own right or as a
          transferee of the assets of, or as successor to any other corporation,
          association, partnership, joint venture or other entity.


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     (ae) Since the date as of which information is given in the Prospectus
          through the date hereof, and except as may otherwise be disclosed in
          the Prospectus, the Company and its subsidiaries have not (i) issued
          or granted any securities, (ii) incurred any liability or obligation,
          direct or contingent, other than liabilities and obligations which
          were incurred in the ordinary course of business, (iii) entered into
          any transaction not in the ordinary course of business or (iv)
          declared or paid any dividend on its capital stock.

     (af) The Company and its subsidiaries (i) make and keep accurate books and
          records and (ii) maintain internal accounting controls which provide
          reasonable assurance that (A) transactions are executed in accordance
          with management's authorization, (B) transactions are recorded as
          necessary to permit preparation of their financial statements and to
          maintain accountability for their assets, (C) access to their books,
          records and accounts is permitted only in accordance with management's
          authorization and (D) the reported accountability for their assets is
          compared with existing assets at reasonable intervals.

     (ag) None of the Company or any of its subsidiaries is, or will be, (i) in
          violation of its charter, by-laws, partnership agreement or operating
          agreement, (ii) in default in any material respect, and no event has
          or will have occurred which, with notice or lapse of time or both,
          would constitute such a default, in the due performance or observance
          of any term, covenant or condition contained in any material
          indenture, mortgage, deed of trust, loan agreement or other agreement
          or instrument to which it is a party or by which it is bound or to
          which any of its properties or assets is subject or (iii) in violation
          of any law, ordinance, governmental rule, regulation or court decree
          to which it or its property or assets may be subject or has or will
          have failed to obtain any material license, permit, certificate,
          franchise or other governmental authorization or permit necessary to
          the ownership of its property or to the conduct of its business, which
          violation or failure could reasonably be expected to have a Material
          Adverse Effect.

     (ah) None of the Company or any of its subsidiaries, or any director,
          officer, agent, employee or other person associated with or acting on
          behalf of the Company or any of its subsidiaries, has used any
          corporate, partnership or limited liability company funds for any
          unlawful contribution, gift, entertainment or other unlawful expense
          relating to political activity; made any direct or indirect unlawful
          payment to any foreign or domestic government official or employee
          from corporate funds; violated or is in violation of any provision of
          the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate,
          payoff, influence payment, kickback or other unlawful payment.


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     (ai) There has been no storage, disposal, generation, manufacture,
          refinement, installation, transportation, handling or treatment of
          toxic wastes, medical wastes, hazardous wastes, petroleum or petroleum
          products (including crude oil or any fraction thereof), hazardous
          substances or any other substances which pose a hazard to human
          health, safety, natural resources, industrial hygiene or the
          environment or which cause or threaten to cause a nuisance by the
          Company or any of its subsidiaries (or, to the knowledge of the
          Company, by any of their predecessors in interest or by any other
          entity) at, upon or from any of the property now or previously owned
          or leased by the Company or its subsidiaries except to the extent
          commonly used in the normal operations of such property, in violation
          of any applicable law, ordinance, rule, regulation, order, judgment,
          decree or permit or which would require investigation, monitoring,
          removal action, corrective action, remedial action or other response
          action ("response action") under any applicable law, ordinance, rule,
          regulation, order, judgment, decree or permit, except for any
          violation or response action which would not have, or could not be
          reasonably likely to have, singularly or in the aggregate with all
          such violations and response actions, a Material Adverse Effect; there
          has been no material spill, discharge, leak, emission, injection,
          escape, dumping or release or threatened release of any kind onto such
          property or into the environment surrounding such property of any
          toxic wastes, medical wastes, solid wastes, hazardous wastes,
          petroleum or petroleum products (including crude oil or any fraction
          thereof), hazardous substances or any other substances which pose a
          hazard to human health, safety, natural resources, industrial hygiene
          or the environment or which cause or threaten to cause a nuisance,
          except for any such spill, discharge, leak, emission, injection,
          escape, dumping or release or threatened release which would not have
          or would not be reasonably likely to have, singularly or in the
          aggregate with all such spills, discharges, leaks, emissions,
          injections, escapes, dumpings, releases and threatened releases, a
          Material Adverse Effect; and the terms "hazardous wastes," "solid
          wastes," "toxic wastes," "hazardous substances," "petroleum,"
          "petroleum products" and "medical wastes" shall have the meanings
          specified in any applicable local, state, federal and foreign laws or
          regulations with respect to environmental protection.

     (aj) Neither the Company nor any subsidiary is, or will be as a result of
          the offer and sale of the Offered Securities hereunder, an "investment
          company" within the meaning of such term under the Investment Company
          Act of 1940 and the rules and regulations of the Commission
          thereunder.

     2.   PUBLIC OFFERING.  The Company is advised by the Representatives that
the Underwriters propose to make a public offering of their respective portions
of the Offered Securities as soon after this Agreement has been entered into as
in the Representatives' judgment 

                                          12
<PAGE>


is advisable.  The terms of the public offering of the Offered Securities are
set forth in the Prospectus.

     3.   PURCHASE AND DELIVERY.  Payment for the Offered Securities shall be
made by certified or official bank check or checks payable to the order of the
Company in New York Clearing House funds (same day funds) at the time and place
set forth in the Underwriting Agreement, upon delivery to the Representatives
for the respective accounts of the several Underwriters of the Offered
Securities, registered in such names and in such denominations as the
Representatives shall request in writing not less than two full business days
prior to the date of delivery, with any transfer taxes payable in connection
with the transfer of the Offered Securities to the Underwriter duly paid.
     
     4.   OFFERING OF OFFERED SECURITIES BY THE UNDERWRITERS.  Upon
authorization by the Representatives of the release of the Offered Securities,
the several Underwriters propose to offer the Offered Securities for sale upon
the terms and conditions set forth in the Prospectus.  

     5.   FURTHER AGREEMENTS OF THE COMPANY.  The Company agrees:

     (a)  To prepare the Prospectus in a form approved by the Representatives
          and to file such Prospectus pursuant to Rule 424(b) under the
          Securities Act not later than Commission's close of business on the
          second business day following the execution and delivery of this
          Agreement or, if applicable, such earlier time as may be required by
          Rule 430A(a)(3) under the Securities Act; to make no further amendment
          or any supplement to the Registration Statement or to the Prospectus
          prior to the last Delivery Date except as permitted herein; to advise
          the Representatives, promptly after it receives notice thereof, of the
          time when any amendment to the Registration Statement has been filed
          or becomes effective or any supplement to the Prospectus or any
          amended Prospectus has been filed and to furnish the Representatives
          with copies thereof; to file promptly all reports and any definitive
          proxy or information statements required to be filed by the Company
          with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
          the Exchange Act subsequent to the date of the Prospectus and for so
          long as the delivery of a prospectus is required in connection with
          the offering or sale of the Offered Securities; to advise the
          Representatives, promptly after it receives notice thereof, of the
          issuance by the Commission of any stop order or of any order
          preventing or suspending the use of any Preliminary Prospectus or the
          Prospectus, of the suspension of the qualification of the Offered
          Securities for offering or sale in any jurisdiction, of the initiation
          or threatening of any proceeding for any such purpose, or of any
          request by the Commission for the amending or supplementing of the
          Registration Statement or the Prospectus or for additional
          information; and, in the event of the issuance of any stop order or of
          any order preventing or suspending the use of any 

                                          13
<PAGE>

          Preliminary Prospectus or the Prospectus or suspending any such
          qualification, to use promptly its best efforts to obtain its
          withdrawal;


     (b)  To furnish promptly to each of the Representatives and to counsel for
          the Underwriters a signed copy of the Registration Statement as
          originally filed with the Commission, and each amendment thereto filed
          with the Commission, including all consents and exhibits filed
          therewith;

     (c)  To deliver promptly to the Representatives such number of the
          following documents as the Representatives shall reasonably request: 
          (i) conformed copies of the Registration Statement as originally filed
          with the Commission and each amendment thereto (in each case excluding
          exhibits other than this Agreement, the Indenture, the computation of
          the ratio of earnings to fixed charges and the computation of per
          share earnings), (ii) each Preliminary Prospectus, the Prospectus and
          any amended or supplemented Prospectus and (iii) any document
          incorporated by reference in the Prospectus (excluding exhibits
          thereto); and, if the delivery of a prospectus is required at any time
          after the Effective Time in connection with the offering or sale of
          the Offered Securities or any other securities relating thereto and if
          at such time any events shall have occurred as a result of which the
          Prospectus as then amended or supplemented would include an untrue
          statement of a material fact or omit to state any material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made when such Prospectus is
          delivered, not misleading, or, if for any other reason it shall be
          necessary to amend or supplement the Prospectus or to file under the
          Exchange Act any document incorporated by reference in the Prospectus
          in order to comply with the Securities Act or the Exchange Act, to
          notify the Representatives and, upon their request, to file such
          document and to prepare and furnish without charge to each Underwriter
          and to any dealer in securities as many copies as the Representatives
          may from time to time reasonably request of an amended or supplemented
          Prospectus which will correct such statement or omission or effect
          such compliance.

     (d)  To file promptly with the Commission any amendment to the Registration
          Statement or the Prospectus or any supplement to the Prospectus that
          may, in the judgment of the Company or the Representatives, be
          required by the Securities Act or requested by the Commission;

     (e)  To the extent practicable, prior to filing with the Commission any
          amendment to the Registration Statement or supplement to the
          Prospectus, any document incorporated by reference in the Prospectus
          or any Prospectus pursuant to Rule 424 of the Rules and Regulations,
          and to the extent not practicable, immediately thereafter, to furnish
          a copy thereof to 


                                          14
<PAGE>

          the Representatives and counsel for the Underwriters and to consult
          with the Representatives prior to the filing;

     (f)  As soon as practicable after the Effective Date, but in any event not
          later than 410 or, if the fourth quarter following the fiscal quarter
          that includes the Effective Date is the last fiscal quarter of the
          Company's fiscal year, 455 days after the end of the Company's current
          fiscal quarter, to make generally available to the Company's security
          holders and to deliver to the Representatives an earning statement of
          the Company and its subsidiaries (which need not be audited) complying
          with Section 11(a) of the Securities Act and the Rules and Regulations
          (including, at the option of the Company, Rule 158);

     (g)  Until the earlier of the expiration of the period of five years
          following the Effective Date and the date on which the Company ceases
          to be subject to the reporting requirements of the Exchange Act, to
          furnish to the Representatives copies of all materials furnished by
          the Company to its shareholders and all public reports and all reports
          and financial statements furnished by the Company to the principal
          national securities exchange upon which the Common Stock may be listed
          pursuant to requirements of or agreements with such exchange or to the
          Commission pursuant to the Exchange Act or any rule or regulation of
          the Commission thereunder;

     (h)  Promptly from time to time to take such action as the Representatives
          may reasonably request to qualify the Offered Securities and the
          Common Stock issuable upon conversion of the Offered Securities for
          offering and sale under the securities laws of such jurisdictions as
          the Representatives may request and to comply with such laws so as to
          permit the continuance of sales and dealings therein in such
          jurisdictions for as long as may be necessary to complete the
          distribution of the Offered Securities, provided that in connection
          therewith the Company shall not be required to qualify as a foreign
          corporation or to file a general consent to service of process in any
          jurisdiction;

     (i)  Except as described in the Prospectus, for a period of 180 days from
          the date of the Prospectus, not to, directly or indirectly, offer for
          sale, sell or otherwise dispose of (or enter into any transaction or
          device which is designed to, or could be expected to, result in the
          disposition by any person at any time in the future of) any shares of
          Common Stock (other than the shares of Common Stock issuable upon
          conversion of the Offered Securities and shares of Common Stock issued
          pursuant to employee benefit plans, qualified stock option plans or
          other employee compensation plans existing on the date hereof or
          pursuant to currently outstanding options, warrants or rights), or
          sell or grant options, rights or warrants with respect to any shares
          of Common Stock (other than the grant 


                                          15
<PAGE>

          of options pursuant to option plans existing on the date hereof),
          without the prior written consent of Lehman Brothers Inc.; and to
          cause each of CapStar GP Corp., CapStar Hotels, Inc., Latham Hotels,
          Inc., Paul W. Whetsell, David E. McCaslin, John Emery, John E.
          Plunket, and Woody Montgomery to furnish to the Representatives, prior
          to the First Delivery Date, a letter or letters, in form and substance
          satisfactory to counsel for the Underwriters, pursuant to which each
          such person shall agree not to, directly or indirectly, offer for
          sale, sell or otherwise dispose of (or enter into any transaction or
          device which is designed to, or could be expected to, result in the
          disposition by any person at any time in the future of) any shares of
          Common Stock for a period of 180 days from the date of the Prospectus,
          without the prior written consent of Lehman Brothers Inc.;

     (j)  Prior to the Effective Date, to apply for the listing of the Offered
          Securities on the New York Stock Exchange, Inc. and to use its best
          efforts to complete that listing, subject only to official notice of
          issuance and evidence of satisfactory distribution, prior to the First
          Delivery Date;

     (k)  To use its best efforts to complete the listing of the Common Stock
          issuable upon conversion of the Offered Securities on the New York
          Stock Exchange, Inc. prior to the initial issuance of such Common
          Stock;

     (l)  To apply the net proceeds from the sale of the Offered Securities
          being sold by the Company as set forth in the Prospectus; and

     (m)  To take such steps as shall be necessary to ensure that neither the
          Company nor any subsidiary shall become an "investment company" within
          the meaning of such term under the Investment Company Act of 1940 and
          the rules and regulations of the Commission thereunder.

     6.   EXPENSES.  The Company agrees to pay (a) the costs incident to the
authorization, issuance, sale and delivery of the Offered Securities and any
taxes payable in that connection; (b) the costs incident to the preparation,
printing and filing under the Securities Act of the Registration Statement and
any amendments and exhibits thereto; (c) the costs of distributing the
Registration Statement as originally filed and each amendment thereto and any
post-effective amendments thereof (including, in each case, exhibits), any
Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus, all as provided in this Agreement; (d) the costs of producing and
distributing this Agreement and any other related documents in connection with
the offering, purchase, sale and delivery of the stock; (e) the fees (including
reasonable attorneys' fees) and expenses incident to securing any required
review by the National Association of Securities Dealers, Inc. of the terms of
sale of the Offered Securities; (f) any applicable listing or other fees; (g)
the fees and expenses of qualifying the Offered Securities under the securities
laws of the several jurisdictions as provided in Section 6(h) and of preparing,
printing and distributing a Blue Sky Memorandum (including related fees and
expenses of counsel to the Underwriters); (h) any fees charged by rating
agencies for the 

                                          16
<PAGE>


rating of the Offered Securities; and (i) all other costs and expenses incident
to the performance of the obligations of the Company and the Selling Stockholder
under this Agreement; provided that, except as provided in this Section 8 and in
Section 13 the Underwriters shall pay their own costs and expenses, including
the costs and expenses of their counsel, any transfer taxes on the Offered
Securities which they may sell and the expenses of advertising any offering of
the Offered Securities made by the Underwriters.


     7.   CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The respective obligations
of the Underwriters hereunder are subject to the accuracy, when made and on each
Delivery Date, of the representations and warranties of the Company and the
Selling Stockholder contained herein, to the performance by the Company and the
Selling Stockholder of their obligations hereunder, and to each of the following
additional terms and conditions:

     (a)  The Prospectus shall have been timely filed with the Commission in
          accordance with Section 5(a); no stop order suspending the
          effectiveness of the Registration Statement or any part thereof shall
          have been issued and no proceeding for that purpose shall have been
          initiated or threatened by the Commission; and any request of the
          Commission for inclusion of additional information in the Registration
          Statement or the Prospectus or otherwise shall have been complied
          with.

     (b)  No Underwriter shall have discovered and disclosed to the Company on
          or prior to such Delivery Date that the Registration Statement or the
          Prospectus or any amendment or supplement thereto contains an untrue
          statement of a fact which, in the opinion of Hogan & Hartson L.L.P.,
          counsel for the Underwriters, is material or omits to state a fact
          which, in the opinion of such counsel, is material and is required to
          be stated therein or is necessary to make the statements therein not
          misleading.

     (c)  Subsequent to the execution and delivery of the Underwriting Agreement
          and prior to the First Delivery Date,  there shall not have occurred
          any downgrading, nor shall any notice have been given of any intended
          or potential downgrading, in the rating accorded any of the Company's
          securities by any "nationally recognized statistical rating
          organization," as such term is defined for purposes of Rule 436(g)(2)
          of the Securities Act.

     (d)  All corporate proceedings and other legal matters incident to the
          authorization, form and validity of this Agreement, the Offered
          Securities, the Registration Statement and the Prospectus, and all
          other legal matters relating to this Agreement and the transactions
          contemplated hereby shall be reasonably satisfactory in all material
          respects to counsel for the Underwriters, and the Company and the
          Selling Stockholder shall have furnished to such counsel all documents
          and information that they may reasonably request to enable them to
          pass upon such matters.

                                          17
<PAGE>


     (e)  Paul, Weiss, Rifkind, Wharton and Garrison shall have furnished to the
          Representatives their written opinion, as counsel to the Company,
          addressed to the Underwriters and dated such Delivery Date, in form
          and substance reasonably satisfactory to the Representatives, to the
          effect that:

               (i)  The Company and each of its significant subsidiaries have
          been duly formed and are validly existing as corporations, limited
          partnerships or limited liability companies, as the case may be, in
          good standing under the laws of their respective jurisdictions of
          organization, are duly qualified to do business and are in good
          standing as foreign corporations, limited partnerships or limited
          liability companies, as the case may be, in each jurisdiction in which
          their respective ownership or lease of property or the conduct of
          their respective businesses (as set forth in certificates of officers
          of the Company upon which such counsel is relying without independent
          investigation) requires such qualification and have all corporate,
          partnership or limited liability company, as the case may be, power
          and authority necessary to own or hold their respective properties and
          conduct the businesses in which they are engaged as described in the
          Prospectus;

               (ii) The Company has an authorized capitalization as set forth in
          the Prospectus, and all of the issued shares of capital stock of the
          Company (including the shares of Offered Securities being delivered on
          such Delivery Date) have been duly and validly authorized and issued,
          are fully paid and non-assessable and conform to the description
          thereof contained in the Prospectus; and any shares of Common Stock
          and any Debt Securities (other than the Offered Securities to be
          offered and sold by the Company to the Underwriters hereunder) that
          are outstanding were offered and sold in transactions exempt from the
          registration requirements of the Securities Act and in compliance with
          all applicable provisions of the General Corporation Law of the State
          of Delaware (the "Delaware Corporation Law") and all of the issued
          shares of capital stock, partnership interests or limited liability
          company membership interests, as the case may be, of each subsidiary
          of the Company (other than Leperq Atlanta Renaissance Partners, L.P.
          (the "Atlanta Partnership")) have been duly and validly authorized and
          issued and (except for partnership interests of general partners and
          except to the extent the limited liability company agreements
          governing the respective limited liability companies provide
          otherwise) are fully paid, non-assessable and are owned directly or
          indirectly by the Company, to such counsel's knowledge free and clear
          of all liens, encumbrances, or claims except for liens in favor of the
          lenders under the 1997 Credit Facility to secure indebtedness; with
          respect to the general and limited partnership interests of the
          Atlanta Partnership held by the Company, such interests are owned
          directly or indirectly by the Company, to such counsel's knowledge
          free and clear of all liens, 

                                          18
<PAGE>

          encumbrances, or claims except for liens in favor of _______________
          to secure indebtedness;

               (iii)     Except as set forth in the Prospectus, there are no
          preemptive or other rights to subscribe for or to purchase, nor any
          restriction upon the voting or transfer of, any unissued shares of the
          Offered Securities to be issued and sold by the Company to the
          Underwriters hereunder pursuant to the Company's charter or by-laws or
          any agreement or other instrument known to such counsel;

               (iv) Except as set forth in the Prospectus, there are no
          preemptive or other rights to subscribe for or to purchase, nor any
          restriction upon the voting or transfer of, any of the partnership
          interests in the Operating Partnerships pursuant to the Operating
          Partnerships' respective Agreements of Limited Partnership, as amended
          and restated (as applicable), or, to such counsel's knowledge, any
          agreement or other instrument to which the Company is a party;

               (v)  To the best of such counsel's knowledge, based solely on a
          review of such counsel's internal litigation docket, and other than as
          set forth in the Prospectus, there are no legal or governmental
          proceedings pending to which the Company or any of its subsidiaries is
          a party or of which any property or assets of the Company or any of
          its subsidiaries is the subject which could be expected to have a
          Material Adverse Effect; and, to the best of such counsel's knowledge,
          no such proceedings are threatened or contemplated by governmental
          authorities or threatened by others;

               (vi) The Registration Statement was declared effective under the
          Securities Act as of the date and time specified in such opinion, the
          Prospectus was filed with the Commission pursuant to the subparagraph
          of Rule 424(b) of the Rules and Regulations specified in such opinion
          on the date specified therein and, to the knowledge of such counsel,
          no stop order suspending the effectiveness of the Registration
          Statement has been issued and no proceeding for that purpose is
          pending or threatened by the Commission;

               (vii)     The Registration Statement and the Prospectus and any
          further amendments or supplements thereto made by the Company prior to
          such Delivery Date (other than the financial statements and related
          schedules and statistical data therein, as to which such counsel need
          express no opinion) comply as to form in all material respects with
          the requirements of the Securities Act and the Rules and Regulations;

               (viii)    To the best of such counsel's knowledge, there are no
          contracts or other documents which are required to be described in the


                                          19

<PAGE>

          Prospectus or filed as exhibits to the Registration Statement by the
          Securities Act or by the Rules and Regulations which have not been
          described or filed as exhibits to the Registration Statement;

               (ix) The execution and delivery of the Offered Securities has
          been duly authorized by all necessary corporate action of the Company,
          and the Offered Securities, when executed and authenticated in
          accordance with the provisions of the Indenture and paid for in
          accordance with this Agreement, will constitute valid, binding and
          enforceable obligations of the Company, entitled to the benefits of
          the Indenture, except as such enforceability may be limited by
          bankruptcy, insolvency, fraudulent conveyance or transfer,
          reorganization, liquidation, moratorium or other similar laws
          affecting the rights and remedies of creditors generally and except as
          may be subject to general principles of equity (regardless of whether
          enforcement is sought in a proceeding in equity or at law);

               (x)  The Indenture has been duly authorized, executed and
          delivered by the Company and, assuming due authorization, execution
          and delivery thereof by the Trustee, constitutes a valid and legally
          binding agreement of the Company enforceable against the Company in
          accordance with its terms, except as such enforceability may be
          limited by bankruptcy, insolvency, fraudulent conveyance or transfer,
          reorganization, liquidation, moratorium or other similar laws
          affecting the rights and remedies of creditors generally and except as
          may be subject to general principles of equity (regardless of whether
          enforcement is sought in a proceeding in equity or at law);

               (xi) This Agreement has been duly authorized, executed and
          delivered by the Company;

               (xii) The issue and sale of the Offered Securities being
          delivered on such Delivery Date by the Company and the compliance by
          the Company and the Operating Partnerships with all of the provisions
          of this Agreement, the Indenture and the Offered Securities, and the
          consummation of the transactions contemplated hereby, and thereby,
          will not conflict with or result in a material breach or violation of
          any of the terms or provisions of, or constitute a default under, any
          indenture, mortgage, deed of trust, loan agreement or other agreement
          or instrument known to such counsel to which the Company or any of its
          subsidiaries is a party or by which the Company or any of its
          subsidiaries is bound or to which any of the property or assets of the
          Company or any of its subsidiaries is subject which breach is
          reasonably likely to have a Material Adverse Effect, nor will such
          actions result in any violation of the provisions of the charter,
          by-laws, limited partnership agreement or operating agreement of the
          Company or any of its subsidiaries or any 


                                          20
<PAGE>


          statute or any order, rule or regulation known to such counsel of any
          court or governmental agency or body of the United States, the State
          of New York or established pursuant to the Delaware Corporation Law
          having jurisdiction over the Company or any of its subsidiaries or any
          of their properties or assets; except for the registration of the
          Offered Securities under the Securities Act and such consents,
          approvals, authorizations, registrations or qualifications as may be
          required under the Exchange Act and applicable state securities laws
          in connection with the purchase and distribution of the Offered
          Securities by the Underwriters, no consent, approval, authorization or
          order of, or filing or registration with, any such court or
          governmental agency or body is required for the execution, delivery
          and performance of this Agreement, the Indenture and the Offered
          Securities by the Company and the consummation of the transactions
          contemplated hereby, and thereby;

               (xiii) Except as set forth in the Prospectus, to the best of
          such counsel's knowledge, there are no contracts, agreements or
          understandings between the Company and any person granting such person
          the right (other than rights which have been waived or satisfied) to
          require the Company to file a registration statement under the
          Securities Act with respect to any securities of the Company owned or
          to be owned by such person or to require the Company to include such
          securities in the securities registered pursuant to the Registration
          Statement or in any securities being registered pursuant to any other
          registration statement filed by the Company under the Securities Act; 

               (xiv) Neither the Company nor any of its subsidiaries is an
          "investment company" as such term is defined in the Investment Company
          Act of 1940, as amended;

               (xv) The Operating Partnerships each will be treated as a
          partnership, and not as an "association" or "publicly traded
          partnership" taxable as a corporation, for federal income tax
          purposes; and

               (xvi) The statements under the captions "Description of
          Capital Stock" and "Description of Debt Securities" in the Prospectus,
          and "Certain Relationships and Related Transactions" incorporated into
          the Prospectus, insofar as such statements constitute a summary of
          legal matters, documents or proceedings referred to therein are
          correct in all material respects.

          In rendering such opinion, such counsel may (i) state that their
          opinion is limited to matters governed by the Federal laws of the
          United States of America, the laws of the State of New York and the
          Delaware Corporation Law and that such counsel is not admitted in the
          State of Delaware; and 


                                          21
<PAGE>

          (ii) in giving the opinions referred to in Section 7(e)(i) (solely
          with regard to organization and qualification of the Company's
          significant subsidiaries), Section 7(e)(ii) (solely with regard to
          capital stock, partnership interests or limited liability company
          membership interests, as the case may be, of subsidiaries of the
          Company being duly and validly authorized and issued and fully paid
          and non-assessable), state that they are relying on an opinion or
          opinions of other counsel as to such matters, provided that the
          Underwriters shall have received such opinion or opinions, in form and
          substance satisfactory to Underwriter's counsel, of other counsel
          reasonably acceptable to Underwriters' counsel.  Such counsel shall
          also have furnished to the Representatives a written statement,
          addressed to the Underwriters and dated such Delivery Date, in form
          and substance satisfactory to the Representatives, to the effect that
          (x) in connection with the preparation of the Registration Statement
          and the Prospectus, such counsel have participated in conferences with
          certain officers and other representatives of the Company, at which
          the contents of the Registration Statement and the Prospectus and
          related matters were discussed, and (y) based on such participation,
          no facts have come to the attention of such counsel which lead them to
          believe that the Registration Statement (except for financial
          statements and schedules and other statistical data included therein
          or omitted therefrom, as to which such counsel need make no
          statement), as of the Effective Date, contained any untrue statement
          of a material fact or omitted to state a material fact required to be
          stated therein or necessary in order to make the statements therein
          not misleading, or that the Prospectus (except for financial
          statements and schedules and other statistical data included therein
          or omitted therefrom, as to which such counsel need make no statement)
          contains any untrue statement of a material fact or omits to state a
          material fact required to be stated therein or necessary in order to
          make the statements therein, in light of the circumstances under which
          they were made, not misleading.  The foregoing statement may be
          qualified by a statement to the effect that such counsel does not
          assume any responsibility for the accuracy, completeness or fairness
          of the statements contained in the Registration Statement or the
          Prospectus except for the statements made in the Prospectus under the
          caption "Description of Capital Stock," insofar as such statements
          relate to the Offered Securities and concern legal matters.

     (f)  The Representatives shall have received from Hogan & Hartson L.L.P.,
          counsel for the Underwriters, such opinion or opinions, dated such
          Delivery Date, with respect to the issuance and sale of the Offered
          Securities, the Registration Statement, the Prospectus and other
          related matters as the Representatives may reasonably require, and the
          Company shall have furnished to such counsel such documents as they
          reasonably request for the purpose of enabling them to pass upon such
          matters.

                                          22
<PAGE>


     (g)  At the time of execution of this Agreement, the Representatives shall
          have received from KPMG Peat Marwick a letter, in form and substance
          satisfactory to the Representatives, addressed to the Underwriters and
          dated the date hereof (i) confirming that they are independent public
          accountants within the meaning of the Securities Act and are in
          compliance with the applicable requirements relating to the
          qualification of accountants under Rule 2-01 of Regulation S-X of the
          Commission, (ii) stating, as of the date hereof (or, with respect to
          matters involving changes or developments since the respective dates
          as of which specified financial information is given in the
          Prospectus, as of a date not more than five days prior to the date
          hereof), the conclusions and findings of such firm with respect to the
          financial information and other matters ordinarily covered by
          accountants' "comfort letters" to underwriters in connection with
          registered public offerings.

     (h)  With respect to the letters of KPMG Peat Marwick referred to in clause
          (g) hereof and delivered to the Representatives concurrently with the
          execution of this Agreement (the "initial letters"), the Company shall
          have furnished to the Representatives letters (the "bring-down
          letters") of such accountants, addressed to the Underwriters and dated
          such Delivery Date (i) confirming that they are independent public
          accountants within the meaning of the Securities Act and are in
          compliance with the applicable requirements relating to the
          qualification of accountants under Rule 2-01 of Regulation S-X of the
          Commission, (ii) stating, as of the date of the bring-down letters
          (or, with respect to matters involving changes or developments since
          the respective dates as of which specified financial information is
          given in the Prospectus, as of a date not more than five days prior to
          the date of the bring-down letters), the conclusions and findings of
          such firms with respect to the financial information and other matters
          covered by the initial letter and (iii) confirming in all material
          respects the conclusions and findings set forth in the initial letter.

     (i)  The Company shall have furnished to the Representatives a certificate,
          dated such Delivery Date, of its Chairman of the Board, its President
          or a Vice President and its chief financial officer stating that:

               (i)  The representations, warranties and agreements of the
          Company in Section 1 are true and correct as of such Delivery Date;
          the Company has complied with all its agreements contained herein; and
          the conditions set forth in Sections 7(a) and 7(j) have been
          fulfilled; and

               (ii) They have carefully examined the Registration Statement and
          the Prospectus and, in their opinion (A) as of the Effective Date, the
          Registration Statement and Prospectus did not include any untrue
          statement of a material fact and did not omit to state a material fact

                                          23
<PAGE>

          required to be stated therein or necessary to make the statements
          therein not misleading, and (B) since the Effective Date no event has
          occurred which should have been set forth in a supplement or amendment
          to the Registration Statement or the Prospectus.

     (j)  (i) Neither the Company nor any of its subsidiaries shall have
          sustained since the date of the latest audited financial statements
          included in the Prospectus any loss or interference with its business
          from fire, explosion, flood or other calamity, whether or not covered
          by insurance, or from any labor dispute or court or governmental
          action, order or decree, otherwise than as set forth or contemplated
          in the Prospectus or (ii) since such date there shall not have been
          any change in the capital stock or long-term debt of the Company or
          any of its subsidiaries or any change, or any development involving a
          prospective change, in or affecting the general affairs, management,
          financial position, stockholders' equity or results of operations of
          the Company and its subsidiaries, otherwise than as set forth or
          contemplated in the Prospectus, the effect of which, in any such case
          described in clause (i) or (ii), is, in the judgment of the
          Representatives, so material and adverse as to make it impracticable
          or inadvisable to proceed with the public offering or the delivery of
          the Offered Securities being delivered on such Delivery Date on the
          terms and in the manner contemplated in the Prospectus.

     (k)  Subsequent to the execution and delivery of this Agreement there shall
          not have occurred any of the following:  (i) trading in securities
          generally on the New York Stock Exchange or the American Stock
          Exchange or in the over-the-counter market, or trading in any
          securities of the Company on any exchange or in the over-the-counter
          market, shall have been suspended or minimum prices shall have been
          established on any such exchange or such market by the Commission, by
          such exchange or by any other regulatory body or governmental
          authority having jurisdiction, (ii) a banking moratorium shall have
          been declared by Federal or state authorities, (iii) the United States
          shall have become engaged in hostilities, there shall have been an
          escalation in hostilities involving the United States or there shall
          have been a declaration of a national emergency or war by the United
          States or (iv) there shall have occurred such a material adverse
          change in general economic, political or financial conditions (or the
          effect of international conditions on the financial markets in the
          United States shall be such) as to make it, in the judgment of a
          majority in interest of the several Underwriters, impracticable or
          inadvisable to proceed with the public offering or delivery of the
          Offered Securities being delivered on such Delivery Date on the terms
          and in the manner contemplated in the Prospectus.


                                          24
<PAGE>

     (l)  There shall be issued and outstanding with respect to each of the
          Owned Hotels (as defined in the Prospectus) an ALTA form of owner's
          title insurance policy (or local equivalent with respect to those
          Owned Hotels located in jurisdictions where an ALTA form of owner's
          title insurance is not available) insuring the fee simple estate of
          the applicable subsidiary of the Company in the Owned Hotel owned by
          such subsidiary in an amount at least equal to the acquisition price
          of such Owned Hotel and each such title insurance policy will continue
          to be in full force and effect immediately following the consummation
          of the Offering.

     (m)  The New York Stock Exchange, Inc. shall have approved the Offered
          Securities for listing, subject only to official notice of issuance
          and evidence of satisfactory distribution.

     (n)  The Representatives shall have received the written opinion or
          opinions or other certification in form and substance acceptable to
          Underwriter's counsel, of other counsel reasonably acceptable to
          Underwriter's counsel to the effect that with regard to the Owned
          Hotels (as defined in the Prospectus), the Company and/or its
          subsidiaries hold all state food, beverage and liquor licenses
          necessary or required for such corporations, partnerships and limited
          liability companies to conduct their business as currently conducted
          in each state.

     All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.


     8.   INDEMNIFICATION AND CONTRIBUTION.

     (a)  The Company and the Operating Partnerships, jointly and severally,
          shall indemnify and hold harmless each Underwriter, its officers and
          employees and each person, if any, who controls any Underwriter within
          the meaning of the Securities Act, from and against any loss, claim,
          damage or liability, joint or several, or any action in respect
          thereof (including, but not limited to, any loss, claim, damage,
          liability or action relating to purchases and sales of Offered
          Securities), to which that Underwriter, officer, employee or
          controlling person may become subject, under the Securities Act or
          otherwise, insofar as such loss, claim, damage, liability or action
          arises out of, or is based upon, (i) any untrue statement or alleged
          untrue statement of a material fact contained (A) in any Preliminary
          Prospectus, the Registration Statement or the Prospectus or in any
          amendment or supplement thereto or (B) in any blue sky application or
          other document prepared or executed by the Company (or based upon any
          written information furnished by the Company) specifically for the
          purpose of qualifying any or all of the Offered Securities under the
          securities laws of 

                                          25
<PAGE>


          any state or other jurisdiction (any such application, document or
          information being hereinafter called a "Blue Sky Application"), (ii)
          the omission or alleged omission to state in any Preliminary
          Prospectus, the Registration Statement or the Prospectus, or in any
          amendment or supplement thereto, or in any Blue Sky Application any
          material fact required to be stated therein or necessary to make the
          statements therein not misleading or (iii) any act or failure to act
          or any alleged act or failure to act by any Underwriter in connection
          with, or relating in any manner to, the Offered Securities or the
          offering contemplated hereby, and which is included as part of or
          referred to in any loss, claim, damage, liability or action arising
          out of or based upon matters covered by clause (i) or (ii) above
          (provided that the Company and the Operating Partnerships shall not be
          liable under this clause (iii) to the extent that it is determined in
          a final judgment by a court of competent jurisdiction that such loss,
          claim, damage, liability or action resulted directly from any such
          acts or failures to act undertaken or omitted to be taken by such
          Underwriter through its gross negligence or willful misconduct), and
          shall reimburse each Underwriter and each such officer, employee or
          controlling person promptly upon demand for any legal or other
          expenses reasonably incurred by that Underwriter, officer, employee or
          controlling person in connection with investigating or defending or
          preparing to defend against any such loss, claim, damage, liability or
          action as such expenses are incurred; provided, however, that the
          Company and the Operating Partnerships shall not be liable in any such
          case to the extent that any such loss, claim, damage, liability or
          action arises out of, or is based upon, any untrue statement or
          alleged untrue statement or omission or alleged omission made in any
          Preliminary Prospectus, the Registration Statement or the Prospectus,
          or in any such amendment or supplement, or in any Blue Sky
          Application, in reliance upon and in conformity with written
          information concerning such Underwriter furnished to the Company
          through the Representatives by or on behalf of any Underwriter
          specifically for inclusion therein, or the Statement of Eligibility
          and Qualification (Form T-1) under the Trust Indenture Act of the
          Trustee.  The foregoing indemnity agreement is in addition to any
          liability which the Company or the Operating Partnerships may
          otherwise have to any Underwriter or to any officer, employee or
          controlling person of that Underwriter.

     (b)  Each Underwriter, severally and not jointly, shall indemnify and hold
          harmless the Company, its officers and employees, each of its
          directors (including any person who, with his or her consent, is named
          in the Registration Statement as about to become a director of the
          Company), and each person, if any, who controls the Company within the
          meaning of the Securities Act, from and against any loss, claim,
          damage or liability, joint or several, or any action in respect
          thereof, to which the Company or any such director, officer or
          controlling person may become subject, under 

                                          26
<PAGE>

          the Securities Act or otherwise, insofar as such loss, claim, damage,
          liability or action arises out of, or is based upon, (i) any untrue
          statement or alleged untrue statement of a material fact contained (A)
          in any Preliminary Prospectus, the Registration Statement or the
          Prospectus or in any amendment or supplement thereto, or (B) in any
          Blue Sky Application or (ii) the omission or alleged omission to state
          in any Preliminary Prospectus, the Registration Statement or the
          Prospectus, or in any amendment or supplement thereto, or in any Blue
          Sky Application any material fact required to be stated therein or
          necessary to make the statements therein not misleading, but in each
          case only to the extent that the untrue statement or alleged untrue
          statement or omission or alleged omission was made in reliance upon
          and in conformity with written information concerning such Underwriter
          furnished to the Company through the Representatives by or on behalf
          of that Underwriter specifically for inclusion therein, and shall
          reimburse the Company and any such director, officer or controlling
          person for any legal or other expenses reasonably incurred by the
          Company or any such director, officer or controlling person in
          connection with investigating or defending or preparing to defend
          against any such loss, claim, damage, liability or action as such
          expenses are incurred.  The foregoing indemnity agreement is in
          addition to any liability which any Underwriter may otherwise have to
          the Company, the Selling Stockholders or any such director, officer,
          employee or controlling person.

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

                                          27
<PAGE>


          however, that the Representatives shall have the right to employ
          counsel to represent jointly the Representatives and those other
          Underwriters and their respective officers, employees and controlling
          persons who may be subject to liability arising out of any claim in
          respect of which indemnity may be sought by the Underwriters against
          the Company or the Operating Partnerships under this Section 8 if, in
          the reasonable judgment of the Representatives, it is advisable for
          the Representatives and those Underwriters, officers, employees and
          controlling persons to be jointly represented by separate counsel, and
          in that event the fees and expenses of one such separate counsel shall
          be paid by the Company and the Operating Partnerships.  No
          indemnifying party shall (i) without the prior written consent of the
          indemnified parties (which consent shall not be unreasonably
          withheld), settle or compromise or consent to the entry of any
          judgment with respect to any pending or threatened claim, action, suit
          or proceeding in respect of which indemnification or contribution may
          be sought hereunder (whether or not the indemnified parties are actual
          or potential parties to such claim or action) unless such settlement,
          compromise or consent includes an unconditional release of each
          indemnified party from all liability arising out of such claim,
          action, suit or proceeding, or (ii) be liable for any settlement of
          any such action effected without its written consent (which consent
          shall not be unreasonably withheld), but if settled with the consent
          of the indemnifying party or if there be a final judgment of the
          plaintiff in any such action, the indemnifying party agrees to
          indemnify and hold harmless any indemnified party from and against any
          loss or liability by reason of such settlement or judgment.

     (d)  If the indemnification provided for in this Section 8 shall for any
          reason be unavailable to or insufficient to hold harmless an
          indemnified party under Section 8(a) or (b) in respect of any loss,
          claim, damage or liability, or any action in respect thereof, referred
          to therein, then each indemnifying party shall, in lieu of
          indemnifying such indemnified party, contribute to the amount paid or
          payable by such indemnified party as a result of such loss, claim,
          damage or liability, or action in respect thereof, (i) in such
          proportion as shall be appropriate to reflect the relative benefits
          received by the Company and the Operating Partnerships on the one hand
          and the Underwriters on the other from the offering of the Offered
          Securities or (ii) if the allocation provided by clause (i) above is
          not permitted by applicable law, in such proportion as is appropriate
          to reflect not only the relative benefits referred to in clause (i)
          above but also the relative fault of the Company and the Operating
          Partnerships on the one hand and the Underwriters on the other with
          respect to the statements or omissions which resulted in such loss,
          claim, damage or liability, or action in respect thereof, as well as
          any other relevant equitable considerations.  The relative benefits
          received by the Company and the Operating Partnerships on the one hand
          and the Underwriters on the other with respect to such offering shall
          be deemed to be in the same proportion as the total net proceeds from
          the offering of the Offered Securities purchased under this Agreement
          (before deducting expenses) received by the Company and the Operating
          Partnerships, 


                                          28
<PAGE>

          on the one hand, and the total underwriting discounts and commissions
          received by the Underwriters with respect to the shares of the Offered
          Securities purchased under this Agreement, on the other hand, bear to
          the total gross proceeds from the offering of the shares of the
          Offered Securities under this Agreement, in each case as set forth in
          the table on the cover page of the Prospectus.  The relative fault
          shall be determined by reference to whether the untrue or alleged
          untrue statement of a material fact or omission or alleged omission to
          state a material fact relates to information supplied by the Company,
          the Operating Partnerships or the Underwriters, the intent of the
          parties and their relative knowledge, access to information and
          opportunity to correct or prevent such statement or omission.  For
          purposes of the preceding two sentences, the net proceeds deemed to be
          received by the Company shall be deemed to be also for the benefit of
          the Operating Partnerships and information supplied by the Company
          shall also be deemed to have been supplied by the Operating
          Partnerships.  The Company, the Operating Partnerships and the
          Underwriters further agree that it would not be just and equitable if
          contributions pursuant to this Section were to be determined by pro
          rata allocation (even if the Underwriters were treated as one entity
          for such purpose) or by any other method of allocation which does not
          take into account the equitable considerations referred to herein. 
          The amount paid or payable by an indemnified party as a result of the
          loss, claim, damage or liability, or action in respect thereof,
          referred to above in this Section shall be deemed to include, for
          purposes of this Section 8(d), any legal or other expenses reasonably
          incurred by such indemnified party in connection with investigating or
          defending any such action or claim.  Notwithstanding the provisions of
          this Section 8(d), no Underwriter shall be required to contribute any
          amount in excess of the amount by which the total price at which the
          Offered Securities underwritten by it and distributed to the public
          was offered to the public exceeds the amount of any damages which such
          Underwriter has otherwise paid or become liable to pay by reason of
          any untrue or alleged untrue statement or omission or alleged
          omission.  No person guilty of fraudulent misrepresentation (within
          the meaning of Section 11(f) of the Securities Act) shall be entitled
          to contribution from any person who was not guilty of such fraudulent
          misrepresentation.  The Underwriters' obligations to contribute as
          provided in this Section 8(d) are several in proportion to their
          respective underwriting obligations and not joint.  

     (e)  The Underwriters severally confirm and the Company acknowledges that
          the statements with respect to the public offering of the Offered 

                                          29
<PAGE>


          Securities by the Underwriters set forth on the cover page of, the
          legend concerning over-allotments on the inside front cover page of
          and the concession and reallowance figures appearing under the caption
          "Underwriting" in, the Prospectus are correct and constitute the only
          information concerning such Underwriters furnished in writing to the
          Company by or on behalf of the Underwriters specifically for inclusion
          in the Registration Statement and the Prospectus.

     9.   DEFAULTING UNDERWRITERS.  If, on either Delivery Date, any Underwriter
defaults in the performance of its obligations under this Agreement, the
remaining non-defaulting Underwriters shall be obligated to purchase the Offered
Securities which the defaulting Underwriter agreed but failed to purchase on
such Delivery Date in the respective proportions which the principal amount of
Offered Securities set opposite the name of each remaining non-defaulting
Underwriter in the Underwriting Agreement bears to the total number of shares of
the Firm Stock set opposite the names of all the remaining non-defaulting
Underwriters in principal amount of Offered Securities; provided, however, that
the remaining non-defaulting Underwriters shall not be obligated to purchase any
of the Offered Securities on such Delivery Date if the total number of shares of
the Offered Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase on such date exceeds 9.09% of the total principal amount
of Offered Securities to be purchased on such Delivery Date, and any remaining
non-defaulting Underwriter shall not be obligated to purchase more than 110% of
the principal amount of Offered Securities which it agreed to purchase on such
Delivery Date pursuant to the terms of Section 2.  If the foregoing maximums are
exceeded, the remaining non-defaulting Underwriters, or those other underwriters
satisfactory to the Representatives who so agree, shall have the right, but
shall not be obligated, to purchase, in such proportion as may be agreed upon
among them, all the Offered Securities to be purchased on such Delivery Date. 
If the remaining Underwriters or other underwriters satisfactory to the
Representatives do not elect to purchase the shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such Delivery Date,
this Agreement (or, with respect to the Second Delivery Date, the obligation of
the Underwriters to purchase, and of the Company to sell, the Option Offered
Securities) shall terminate without liability on the part of any non-defaulting
Underwriter or the Company, except that the Company will continue to be liable
for the payment of expenses to the extent set forth in Sections 6 and 11.  As
used in this Agreement, the term "Underwriter" includes, for all purposes of
this Agreement unless the context requires otherwise, any party not listed in
the Underwriting Agreement who, pursuant to this Section 9, purchases Firm Stock
which a defaulting Underwriter agreed but failed to purchase.


     Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company for damages caused by its default.  If
other underwriters are obligated or agree to purchase the Offered Securities of
a defaulting or withdrawing Underwriter, either the Representatives or the
Company may postpone the Delivery Date for up to seven full business days in
order to effect any changes that in the opinion of counsel for the Company or
counsel for the Underwriters may be necessary in the Registration Statement, the
Prospectus or in any other document or arrangement.


                                          30
<PAGE>

     10.  TERMINATION.  The obligations of the Underwriters hereunder may be
terminated by the Representatives by notice given to and received by the Company
prior to delivery of and payment for the Firm Stock if, prior to that time, any
of the events described in Sections 7(j) or 7(k), shall have occurred or if the
Underwriters shall decline to purchase the Offered Securities for any reason
permitted under this Agreement.

     11.  REIMBURSEMENT OF UNDERWRITERS' EXPENSES.  If (a) the Company shall
fail to tender the Offered Securities for delivery to the Underwriters by reason
of any failure, refusal or inability on the part of the Company to perform any
agreement on its part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled by the Company is
not fulfilled, the Company will reimburse the Underwriters for all reasonable
out-of-pocket expenses (including fees and disbursements of counsel) incurred by
the Underwriters in connection with this Agreement and the proposed purchase of
the Offered Securities, and upon demand the Company shall pay the full amount
thereof to the Representatives.  If this Agreement is terminated pursuant to
Section 9 by reason of the default of one or more Underwriters, the Company
shall not be obligated to reimburse any defaulting Underwriter on account of
those expenses.

     12.  NOTICES, ETC.  All statements, requests, notices and agreements
hereunder shall be in writing, and:

     (a)  if to the Underwriters, shall be delivered or sent by mail, telex or
          facsimile transmission to Lehman Brothers Inc., Three World Financial
          Center, New York, New York  10285, Attention:  Syndicate Department
          (Fax:  212-526-6588), with a copy, in the case of any notice pursuant
          to Section 8(c), to the Director of Litigation, Office of the General
          Counsel, Lehman Brothers Inc., Three World Financial Center, 10th
          Floor, New York, New York  10285;
          
     (b)  if to the Company or to the Operating Partnerships, shall be delivered
          or sent by mail, telex or facsimile transmission to the address of the
          Company set forth in the Registration Statement, Attention:  Paul W.
          Whetsell (Fax:  202-965-4445);

          
provided, however, that any notice to an Underwriter pursuant to Section 8(c)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by the
Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.  The Company shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the Underwriters by Lehman Brothers Inc. on behalf of the
Representatives.

     13.  PERSONS ENTITLED TO BENEFIT OF AGREEMENT.  This Agreement shall inure
to the benefit of and be binding upon the Underwriters, the Company, and their
respective 

                                          31
<PAGE>


successors.  This Agreement and the terms and provisions hereof are for the sole
benefit of only those persons, except that (A) the representations, warranties,
indemnities and agreements of the Company contained in this Agreement shall also
be deemed to be for the benefit of the person or persons, if any, who control
any Underwriter within the meaning of Section 15 of the Securities Act and (B)
the indemnity agreement of the Underwriters contained in Section 8(b) of this
Agreement shall be deemed to be for the benefit of directors of the Company,
officers of the Company who have signed the Registration Statement and any
person controlling the Company within the meaning of Section 15 of the
Securities Act.  Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 15, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

     14.  SURVIVAL.  The respective indemnities, representations, warranties and
agreements of the Company, the Operating Partnerships and the Underwriters
contained in this Agreement or made by or on behalf on them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Offered Securities and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any of them or any person controlling any
of them.

     15.  DEFINITION OF THE TERMS "BUSINESS DAY," "SIGNIFICANT SUBSIDIARY" AND
"SUBSIDIARY."  For purposes of this Agreement, (a) "business day" means any day
on which York Stock Exchange, Inc. is open for trading, (b) "significant
subsidiary" has the meaning set forth in Regulation S-X of the Commission and
(c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and
Regulations.

     16.  GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the state of New York without regard to the
principles of conflicts of laws thereof.

     17.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

     18.  HEADINGS.  The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
     

                                          32
<PAGE>

                                          
                               UNDERWRITING AGREEMENT
                                          
October 9, 1997


CapStar Hotel Company
1010 Wisconsin Avenue, N.W.
Suite 650
Washington, DC 20007

Dear Sirs:

     We (the "Representatives") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or underwriters
being herein called the "Underwriters"), and we understand that CapStar Hotel
Company, a Delaware corporation (the "Company"), proposes to issue and sell
$150,000,000 aggregate initial offering price of 4.75% Convertible Subordinated
Notes due 2004 (the "Debt Securities").  The Debt Securities, together with the
Option Debt Securities (defined below), are also referred to herein as the
"Offered Securities."  The Offered Securities will be issued pursuant to the
provisions of an Indenture dated as of October 15, 1997 (the "Indenture")
between the Company and First Trust of New York, National Association, as
Trustee (the "Trustee").

     In addition, we understand that the Company has granted to the Underwriters
an option to purchase up to $22,500,000 principal amount of Debt Securities (the
"Option Debt Securities").  Such option has been granted solely for the purpose
of covering over-allotments in the sale of Debt Securities and is exercisable as
provided below.  Option Debt Securities shall be purchased severally for the
account of the Underwriters in proportion to the principal amount of Debt
Securities set opposite the name of such Underwriters in the table below.  The
respective purchase obligations of each Underwriter with respect to the Option
Debt Securities shall be adjusted by the Representatives so that no Underwriter
shall be obligated to purchase Option Debt Securities other than in principal
amounts that are integral multiples of $1,000.  
     
     Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell and the Underwriters agree to
purchase, severally and not jointly, the respective principal amounts of Debt
Securities, plus accrued interest, if any, from October 16, 1997 to the date of
payment and delivery:



<PAGE>

<TABLE>
<CAPTION>

                                                       Principal
          Name                                         Amount    
          ----                                         ------------
<S>                                                    <C>
Lehman Brothers Inc.                                     25,000,000
BT Alex Brown Incorporated                               25,000,000
Goldman, Sachs & Co.                                     25,000,000
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated                                   25,000,000
NationsBanc Montgomery Securities, Inc.                  25,000,000
Smith Barney Inc.                                        25,000,000
                                                       ------------
Total                                                  $150,000,000
                                                       ------------
                                                       ------------   


</TABLE>

     The Underwriters will pay for the Debt Securities upon delivery at the
offices of Hogan & Hartson L.L.P., Washington, D.C. at 10:00 a.m., New York time
on October 16, 1997, or at such time, not later than 5:00 p.m., (New York time)
on October 17, 1997, and place, as shall be designated by the Representatives. 
The time and date of such payment and delivery are hereinafter referred to as
the First Delivery Date.

     At any time on or before the thirtieth day after the date of this Agreement
the option to purchase Option Debt Securities granted above may be exercised by
written notice being given to the Company by the Representatives.  Such notice
shall set forth the aggregate principal amount of Option Debt Securities as to
which the option is being exercised, the names in which the Option Debt
Securities are to be registered, the denominations in which the Option Debt
Securities Stock are to be issued and the date and time, as determined by the
Representatives, when the Option Debt Securities are to be delivered; provided,
however, that this date and time shall not be earlier than the First Delivery
Date nor earlier than the second business day after the date on which the option
shall have been exercised nor later than the fifth business day after the date
on which the option shall have been exercised.  The date and time the Option
Debt Securities are delivered are sometimes referred to as the "Second Delivery
Date" and the First Delivery Date and the Second Delivery Date are sometimes
each referred to as a "Delivery Date".  Delivery of and payment for the Option
Debt Securities shall be made at the place specified above for the delivery of
the Debt Securities (or at such other place as shall be determined by agreement
between the Representatives and the Company) at 10:00 A.M., New York City time,
on the Second Delivery Date.  

     The Offered Securities shall have the terms set forth in the Prospectus
dated September 10, 1997, and the Prospectus Supplement dated October 9, 1997,
including the following:


                                          2
<PAGE>
 

TERMS OF OFFERED SECURITIES

     Maturity Date: October 15, 2004

     Interest Rate: 4.75% per annum payable in arrears

     Interest Payment Dates:  April 15 and October 15 commencing April 15, 1998 
     (Interest accrues from October 16, 1997)

     Form and Denomination:  The Offered Securities will be issued in fully
     registered form, without coupons, in denominations of $1,000 principal
     amount and multiples thereof.

     Conversion:  Each Offered Securities will be convertible, at the option of
     the holder, at any time after 90 days following the latest date of original
     issuance thereof through maturity, unless previously redeemed or otherwise
     purchased by the Company, into Common Stock at the conversion rate of
     23.2558 shares per $1,000 principal amount of the Offered Securities (the
     "Conversion Rate").  The Conversion Rate will be subject to adjustment upon
     the occurrence of certain events affecting the Common Stock.

     Subordination:  The Offered Securities will be subordinated to all existing
     and future Senior Indebtedness (as defined in the Indenture) and pari passu
     with the Company's Indebtedness (as defined in the Indenture) that is not
     Senior Indebtedness.

     Redemption by Company:  The Offered Securities are not redeemable by the
     Company prior to October 15, 2000.  Subject to the foregoing, the Offered
     Securities will be redeemable on at least 30 days, notice at the option of
     the Company, in whole or in part, at any time, at a Redemption Price as set
     forth in the Indenture together with accrued and unpaid interest to the
     date of the redemption.

     Change of Control:  Upon the occurrence of any Change of Control (as
     defined in the Indenture) in the Company occurring prior to the maturity of
     the Offered Securities, each holder shall have the right, at such holder's
     option, to require the Company to purchase all or any part (provided that
     the principal amount is $1,000 or an integral multiple thereof) of such
     holder's Offered Securities at a Redemption Price equal to 100% of the
     principal amount thereof, together with accrued and unpaid interest up to
     the Change in Control Purchase Date (as defined in the Indenture), subject
     to adjustment in certain circumstances.

     All provisions contained in the document entitled CapStar Hotel Company
Underwriting Agreement Standard Provisions (Debt Securities) dated September 22,
1997, a copy of which is attached hereto, are herein incorporated by reference
in their entirety and shall be deemed to be a part of this Agreement to the same
as if such provisions had been set forth in full herein, except that if (i) any
terms defined in such document is otherwise defined herein, the definition set
forth herein shall control, (ii) all references in such document to a type of
security that is not an Offered Security shall not be deemed to be a part of
this Agreement, and (iii) all 



                                          3
<PAGE>

references in such document to a type of agreement that has not been entered
into in connection with the transactions contemplated hereby shall not be deemed
to be a part of this Agreement.


                                          4
<PAGE>



     Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.

                                                       Very truly yours,

Acting severally on behalf of themselves
and the several Underwriters named herein

By: Lehman Brothers Inc.
     BT Alex, Brown Incorporated
     Goldman, Sachs & Co.
     Merrill Lynch, Pierce, Fenner & Smith
                           Incorporated
     NationsBanc Montgomery Securities, Inc.
     Smith Barney Inc.


By:  Lehman Brothers Inc.


By:
     -----------------------------
     Name:
     Title:

Accepted, October 9, 1997

CapStar Hotel Company



By:
     -----------------------------
     Paul Whetsell
     President and Chief Executive Officer