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                                                                 Exhibit 10.10


                                CAPSTAR HOTEL COMPANY
                                          
                               UNDERWRITING AGREEMENT

     October 9, 1997

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

As Representatives of the several
  Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
     3 World Financial Center
     New York, New York  10285
     
Dear Sirs:

     CapStar Hotel Company, a Delaware corporation (the "Company"), together
with certain stockholders of the Company named in Schedule 2 hereto (the
"Selling Stockholders"), propose to sell an aggregate of 6,250,000 shares (the
"Firm Stock") of the Company's Common Stock, par value $.01 per share (the
"Common Stock")  Of the 6,250,000 shares of the Firm Stock, 5,016,222 are being
sold by the Company and 1,233,778 by the Selling Stockholders.  In addition, the
Company proposes to grant to the Underwriters named in Schedule 1 hereto (the
"Underwriters") an option to purchase up to an additional 937,500 shares of the
Common Stock on the terms and for the purposes set forth in Section 3 (the
"Option Stock").  The Firm Stock and the Option Stock, if purchased, are
hereinafter collectively called the "Offered Securities." This is to confirm the
agreement concerning the purchase of the Offered Securities from the Company and
the Selling Stockholder by the Underwriters named in Schedule 1 hereto (the
"Underwriters").

     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 


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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 Predecessor 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 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 



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               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 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 information contained in
               or omitted from the Registration Statement or the Prospectus in
               reliance upon and in conformity with written information 



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               furnished to the Company through the Representatives by or on
               behalf of any Underwriter specifically for inclusion therein.

          (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 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 17) 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 

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               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 (together, the "Banks") to secure indebtedness. 

          (f)  The unissued shares of the Offered Securities to be issued and
               sold by the Company to the Underwriters hereunder have been duly
               and validly authorized and, when issued and delivered against
               payment therefor as provided herein will be duly and validly
               issued, fully paid and non-assessable; and the Offered Securities
               will conform to the descriptions thereof contained in the
               Prospectus.

          (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 execution, delivery and performance of this Agreement by the
               Company and the Operating Partnerships and the consummation of
               the transactions contemplated hereby 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 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 

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               the execution, delivery and performance of this Agreement by the
               Company or the Operating Partnerships, the consummation of the
               transactions contemplated hereby.

          (j)  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.

          (k)  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.

          (l)  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.

          (m)  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.

          (n)  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, 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, 

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               (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.

          (o)  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.

          (p)  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 9(h) 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.

          (q)  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 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 

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               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.

          (r)  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.

          (s)  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,
               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.

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          (t)  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.

          (u)  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.

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

          (w)  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.

          (x)  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.

          (y)  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,
               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.

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          (z)  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.

          (aa) 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.

          (ab) 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.

          (ac) 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 

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               course of business or (iv) declared or paid any dividend on its
               capital stock.

          (ad) 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.

          (ae) 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.

          (af) 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.

          (ag) 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, 

                                          11
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               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.

          (ah) 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.   Representations, Warranties and Agreements of the Selling
Stockholders.  Each of the Selling Stockholders severally represents, warrants
and agrees that:


          (a)  The Selling Stockholder has, and immediately prior to the First
               Delivery Date the Selling Stockholder will have, good and valid
               title to the Offered Securities to be sold by the Selling
               Stockholder hereunder on such date, free and clear of all liens,
               encumbrances, equities or claims; and upon delivery of such
               shares and payment therefor pursuant hereto, good and 

                                          12
<PAGE>


               valid title to such shares, free and clear of all liens,
               encumbrances, equities or claims, will pass to the several
               Underwriters.

          (b)  The Selling Stockholder has full right, power and authority
               to enter into this Agreement, the Power of Attorney and the
               Custody Agreement; the execution, delivery and performance of
               this Agreement, the Power of Attorney and the Custody Agreement
               by the Selling Stockholder and the consummation by the Selling
               Stockholder 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 Selling Stockholder is a
               party or by which the Selling Stockholder is bound or to which
               any of the property or assets of the Selling Stockholder is
               subject, nor will such actions result in any violation of any
               statute or any order, rule or regulation of any court or
               governmental agency or body having jurisdiction over the Selling
               Stockholder or the property or assets of the Selling Stockholder;
               and, 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 by the Selling
               Stockholder and the consummation by the Selling Stockholder of
               the transactions contemplated hereby.

          (c)  The Registration Statement 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, 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 the
               representations and warranties in this subsection shall only
               apply to statements in or omissions from the Registration
               Statement or Prospectus made in reliance upon and in conformity
               with information relating to the Selling Stockholder furnished in
               writing to the Company or the Underwriters by the Selling
               Stockholder expressly for use in the Registration Statement or
               Prospectus.

                                          13
<PAGE>


          (d)  The Selling Stockholder has not taken and will not take, directly
               or indirectly, any action which is designed to or which has
               constituted or which might reasonably be expected to cause or
               result in the stabilization or manipulation of the price of any
               security of the Company to facilitate the sale or resale of the
               shares of the Offered Securities.

     3.   Purchase of the Offered Securities by the Underwriters.  On the basis
of the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell 4,000,000 shares of
the Firm Stock and each Selling Stockholder agrees to sell the number of shares
of the Firm Stock set opposite its or his name in Schedule 2 hereto, severally
and not jointly, to the several Underwriters and each of the Underwriters,
severally and not jointly, agrees to purchase the number of shares of the Firm
Stock set opposite that Underwriter's name in Schedule 1 hereto.  Each
Underwriter shall be obligated to purchase from the Company, and from the
Selling Stockholders, that number of shares of the Firm Stock which represents
the same proportion of the number of shares of the Firm Stock to be sold by the
Company, and by the Selling Stockholders, as the number of shares of the Firm
Stock set forth opposite the name of such Underwriter in Schedule 1 represents
of the total number of shares of the Firm Stock to be purchased by all of the
Underwriters pursuant to this Agreement.  The respective purchase obligations of
the Underwriters with respect to the Firm Stock shall be rounded among the
Underwriters to avoid fractional shares, as the Representatives may determine.


     In addition, the Company grants to the Underwriters an option to purchase
up to 791,027 shares of Option Stock.  Such option is granted solely for the
purpose of covering over-allotments in the sale of Firm Stock and is exercisable
as provided in Section 4 hereof.  Shares of Option Stock shall be purchased
severally for the account of the Underwriters in proportion to the number of
shares of Firm Stock set opposite the name of such Underwriters in Schedule 1
hereto.  The respective purchase obligations of each Underwriter with respect to
the Option Stock shall be adjusted by the Representatives so that no Underwriter
shall be obligated to purchase Option Stock other than in 100 share amounts. 
The price of both the Firm Stock and any Option Stock shall be $34.625 per
share.
     
     The Company and the Selling Stockholder shall not be obligated to deliver
any of the Offered Securities to be delivered on the First Delivery Date or the
Second Delivery Date (as hereinafter defined), as the case may be, except upon
payment for all the Offered Securities to be purchased on such Delivery Date as
provided herein.

     4.   Delivery of and Payment for the Offered Securities.  Delivery of and
payment for the Firm Stock shall be made at the offices of Hogan & Hartson
L.L.P., Washington, D.C., at 10:00 A.M., New York City time, on the fourth full
business day following the date of this Agreement or at such other date or place
as shall be determined by agreement between the Representatives and the Company.
This date and time are sometimes referred to as the "First Delivery Date." On
the First Delivery Date, the Company and the Selling Stockholder shall deliver
or cause to be delivered certificates representing the Firm Stock to the
Representatives for the account of each Underwriter against payment to or upon
the order of the Company and the 

                                          14
<PAGE>

Selling Stockholder of the purchase price by wire transfer of federal (same-day)
funds to an account or accounts previously designated in writing to Lehman
Brothers Inc. by the Company and the Selling Stockholders.  Time shall be of the
essence, and delivery at the time and place specified pursuant to this Agreement
is a further condition of the obligation of each Underwriter hereunder.  Upon
delivery, the Firm Stock shall be 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 First Delivery Date.  For the purpose of
expediting the checking and packaging of the certificates for the Firm Stock,
the Company and the Selling Stockholders shall make the certificates
representing the Firm Stock available for inspection by the Representatives in
New York, New York, not later than 2:00 P.M., New York City time, on the
business day prior to the First Delivery Date.

     At any time on or before the thirtieth day after the date of this Agreement
the option granted in Section 3 may be exercised by written notice being given
to the Company by the Representatives.  Such notice shall set forth the
aggregate number of shares of Option Stock as to which the option is being
exercised, the names in which the shares of Option Stock are to be registered,
the denominations in which the shares of Option Stock are to be issued and the
date and time, as determined by the Representatives, when the shares of Option
Stock 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 shares of Option Stock 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 Stock shall be made at the place
specified in the first sentence of the first paragraph of this Section 4 (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.
On the Second Delivery Date, the Company shall deliver or cause to be delivered
the certificates representing the Option Stock to the Representatives for the
account of each Underwriter against payment to or upon the order of the Company
of the purchase price by wire transfer of federal (same-day) funds to an account
or accounts previously designated in writing to Lehman Brothers Inc. by the
Company Time shall be of the essence, and delivery at the time and place
specified pursuant to this Agreement is a further condition of the obligation of
each Underwriter hereunder.  Upon delivery, the Option Stock shall be registered
in such names and in such denominations as the Representatives shall request in
the aforesaid written notice.  For the purpose of expediting the checking and
packaging of the certificates for the Option Stock, the Company shall make the
certificates representing the Option Stock available for inspection by the
Representatives in New York, New York, not later than 2:00 P.M., New York City
time, on the business day prior to the Second Delivery Date.
     
     5.   Offering of Offered Securities by the Underwriters.  Upon
authorization by the Representatives of the release of the Firm Stock, the
several Underwriters propose to offer the Firm Stock for sale upon the terms and
conditions set forth in the Prospectus.  

                                          15
<PAGE>

     6.   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 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 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 

                                          16
<PAGE>

               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 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 

                                          17
<PAGE>

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

                                          18
<PAGE>

          (l)  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.

     7.   Further Agreements of the Selling Stockholders.  Each of the Selling
Stockholders severally agrees:


          (a)  For a period of 90 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 Offered Securities), without the prior written consent
               of Lehman Brothers Inc. (which consent shall not be unreasonably
               withheld); and to cause each of Daniel L. Doctoroff, Bradford E.
               Bernstein, Steven B. Gruber, John R. Monsky and Glenn R. August
               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 90 days from the Date of
               the Prospectus, without the prior written consent of Lehman
               Brothers, Inc. (which consent shall not be unreasonably
               withheld);

          (b)  That the Offered Securities to be sold by the Selling
               Stockholders hereunder are subject to the interest of the
               Underwriters, that the custody arrangements made, or to be made,
               by, or on behalf of, the Selling Stockholders in respect of such
               Offered Securities are to that extent irrevocable, and that the
               obligations of the Selling Stockholders hereunder shall not be
               terminated by any act of the Selling Stockholders, by operation
               of law or the occurrence of any other event; and

          (c)  To deliver to the Representatives prior to the First Delivery
               Date a properly completed and executed United States Treasury
               Department Form W-9.


     8.   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 

                                          19
<PAGE>

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
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.

     9.   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 6(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.

                                          20
<PAGE>

          (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.

          (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 

                                          21
<PAGE>

               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, 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;


                                          22
<PAGE>


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

                    (x)  The Agreement of Limited Partnership, as amended and
               restated, of each of the Operating Partnerships has been duly
               authorized, executed and delivered by the Company and the other
               parties thereto and constitutes the valid and binding agreement
               of each such party, enforceable against each such party 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 such agreement is considered in a
               proceeding in equity or at law), and except as rights to
               indemnity and contribution thereunder may be limited by
               applicable law and public policy;

                    (xi) The issue and sale of the shares of 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 and the consummation of the
               transactions contemplated hereby 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
               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 

                                          23
<PAGE>

               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 by the Company and the consummation of the transactions
               contemplated hereby;

                    (xii)     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; 

                    (xiii)    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;

                    (xiv)     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

                    (xv) 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 (ii) in giving the
               opinions referred to in Section 9(e)(i) (solely with regard to
               organization and qualification of the Company's significant
               subsidiaries), Section 9(e)(ii) (solely with regard to capital
               stock, 


                                          24
<PAGE>



               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 counsel for the Selling Stockholders shall have furnished to
               the Representatives its written opinion, as counsel to the
               Selling Stockholder, addressed to the Underwriters and dated the
               First Delivery Date, in form and substance reasonably
               satisfactory to the Representatives, to the effect that:

                    (i)  Each of the Selling Stockholders has full right, power
               and authority to enter into this Agreement, the Power of Attorney
               and the Custody Agreement; the execution, delivery and
               performance of this Agreement, the Power of Attorney and the
               Custody Agreement by each of 

                                          25
<PAGE>

               the Selling Stockholders and the consummation by each the Selling
               Stockholders of the transactions contemplated hereby and thereby
               will not (i) 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 any Selling Stockholder is a
               party or by which any Selling Stockholder is bound or to which
               any of the property or assets of any Selling Stockholder is
               subject or (ii) constitute a violation of any statute, or any
               order, rule or regulation of any court or governmental agency or
               body having jurisdiction over any Selling Stockholder or the
               property or assets of any Selling Stockholder.  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 by any Selling Stockholder and the consummation by the
               Selling Stockholders of the transactions contemplated hereby;

                    (ii) This Agreement has been duly authorized, executed and
               delivered by, or on behalf of, the Selling Stockholders and
               constitutes valid and binding agreements of the Selling
               Stockholders, enforceable in accordance with their respective
               terms, except as rights to indemnification and contribution may
               be limited by applicable securities laws (such counsel may except
               from the opinion in this clause the application of bankruptcy,
               insolvency, moratorium or similar laws affecting creditors'
               rights generally and may limit such opinion with respect to the
               availability of equitable remedies and the enforceability of
               provisions providing for indemnification and contribution for
               violations of securities laws);

                    (iii)     Good and valid title to the Offered Securities to
               be sold by the Selling Stockholders under this Agreement, free
               and clear of all liens, encumbrances, equities or claims, has
               been transferred to each of the several Underwriters.

               In rendering such opinion, such counsel may (i) state that its
               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 Revised Limited Uniform Partnership Act of Delaware and that
               such counsel is not admitted in the State of Delaware and (ii) in
               rendering the opinions in Section 9(f)(i) (with regard to breach
               or violation of, or default under, any agreement) and 9(f)(iii)
               above (in respect of matters of fact as to ownership of and
               liens, encumbrances, equities or claims on the shares of 

                                          26
<PAGE>

               Offered Securities sold by the Selling Stockholder), state that
               they are relying upon a certificate of the Selling Stockholder as
               to such matters, provided that such counsel shall furnish copies
               thereof to the Representatives and state that it believes that
               both the Underwriters and it are justified in relying upon such
               certificate.  

          (g)  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.

          (h)  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.

          (i)  With respect to the letters of KPMG Peat Marwick referred to in
               clause (h) 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.

                                          27
<PAGE>

          (j)  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 9(a) and 9(l)
               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 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.

          (k)  The Selling Stockholders (or the Custodian) shall have furnished
               to the Representatives on the First Delivery Date certificates,
               dated the First Delivery Date, signed by, or on behalf of, each
               of the Selling Stockholders (or the Custodian) stating that the
               representations, warranties and agreements of the Selling
               Stockholder contained herein are true and correct as of the First
               Delivery Date and that the Selling Stockholders have complied
               with all agreements contained herein to be performed by the
               Selling Stockholders at or prior to the First Delivery Date.

          (l)  (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.

                                          28
<PAGE>

          (m)  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.

          (n)  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.

          (o)  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.

          (p)  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.

                                          29
<PAGE>

     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.


          10.  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 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 

                                          30
<PAGE>

               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.  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)  The Selling Stockholders, severally and not jointly, 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, but only with respect to untrue
               statements or omissions, or alleged untrue statements or
               omissions, made in the Registration Statement (or any amendment
               thereto) or any Preliminary Prospectus or the Prospectus (or any
               amendment or supplement thereto) in reliance upon and in
               conformity with written information relating to the Selling
               Stockholders furnished to the Company or the Underwriters
               expressly for use in the Registration Statement (or any amendment
               thereto), or any Preliminary Prospectus or the Prospectus (or any
               amendment or supplement thereto); provided, however, that each
               Selling Stockholder's aggregate liability under this Section 10
               shall be limited to an amount equal to the net proceeds (after
               deducting the Underwriters' discount) received by such Selling
               Stockholder from the sale of the Offered Securities pursuant to
               this Agreement.  The foregoing indemnity agreement is in addition
               to any liability which the Selling Stockholders may otherwise
               have to any Underwriter or any officer, employee or controlling
               person of that Underwriter.

          (c)  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), the Selling Stockholders 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

                                          31
<PAGE>

               which the Company or any such director, officer 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 (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.

          (d)  Promptly after receipt by an indemnified party under this Section
               10 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 10, 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 10 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 10.  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 10 for any legal or other expenses
               subsequently incurred by the indemnified party in connection with
               the 


                                          32
<PAGE>

               defense thereof other than reasonable costs of investigation;
               provided, 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, the Operating Partnerships
               or the Selling Stockholders under this Section 10 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, the Operating
               Partnerships and the Selling Stockholders.  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.

          (e)  If the indemnification provided for in this Section 10 shall for
               any reason be unavailable to or insufficient to hold harmless an
               indemnified party under Section 10(a), 10(b) or 10(c) 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, the
               Operating Partnerships and the Selling Stockholder 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, the Operating Partnerships, and the Selling
               Stockholder 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 

                                          33
<PAGE>

               thereof, as well as any other relevant equitable considerations. 
               The relative benefits received by the Company, the Operating
               Partnerships, and the Selling Stockholders 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,
               the Operating Partnerships, and the Selling Stockholders, 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, the Selling Stockholders 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, the Selling Stockholders 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 10(e), 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 10(e), 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.  Notwithstanding the provisions of this Section 10(e),
               no Selling Stockholder shall be required to contribute any amount
               in excess of the amount by which the net proceeds (after
               deducting the Underwriters' discount) received by such Selling
               Stockholder from the sale of the Offered Securities pursuant to
               this Agreement exceeds the sum of (a) all 

                                          34
<PAGE>

               damages which such Selling Stockholder has otherwise paid or
               become liable to pay by reason of any untrue or alleged untrue
               statement or omission or alleged omission and (b) any
               indemnification paid by such Selling Stockholder pursuant to
               Section 10(b).  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 10(e) are several in
               proportion to their respective underwriting obligations and not
               joint.  The Selling Stockholders' obligations to contribute as
               provided in this Section 10(e) are several in proportion to their
               respective net proceeds from the sale of the Offered Securities
               pursuant to this Agreement and not joint.

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

     11.  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 number of shares of
the Firm Stock set opposite the name of each remaining non-defaulting
Underwriter in Schedule 1 hereto bears to the total number of shares of the Firm
Stock set opposite the names of all the remaining non-defaulting Underwriters in
Schedule 1 hereto; 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 number of shares of the 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 number of shares of the
Offered Securities which it agreed to purchase on such Delivery Date pursuant to
the terms of Section 3.  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 Stock) shall terminate without
liability on the 

                                          35
<PAGE>

part of any non-defaulting Underwriter or the Company or the Selling
Stockholders, except that the Company will continue to be liable for the payment
of expenses to the extent set forth in Sections 8 and 13.  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 Schedule 1 hereto
who, pursuant to this Section 11, 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 and the Selling Stockholders 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.

     12.  Termination.  The obligations of the Underwriters hereunder may be
terminated by the Representatives by notice given to and received by the Company
and the Selling Stockholders prior to delivery of and payment for the Firm Stock
if, prior to that time, any of the events described in Sections 9(l) or 9(m),
shall have occurred or if the Underwriters shall decline to purchase the Offered
Securities for any reason permitted under this Agreement.

     13.  Reimbursement of Underwriters' Expenses.  If (a) the Company or the
Selling Stockholders 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 or the Selling Stockholders 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 or the Selling Stockholders is
not fulfilled, the Company and the Selling Stockholders 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 and the Selling Stockholders shall pay the full amount thereof to
the Representatives.  If this Agreement is terminated pursuant to Section 11 by
reason of the default of one or more Underwriters, neither the Company nor the
Selling Stockholders shall be obligated to reimburse any defaulting Underwriter
on account of those expenses.

     14.  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 10(d), to the Director of
               Litigation, Office of the General Counsel, Lehman Brothers Inc.,
               Three World Financial Center, 10th Floor, New York, New York 
               10285;

                                          36
<PAGE>

          (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);

          (c)  if to the Selling Stockholders, shall be delivered or sent by
               mail, telex or facsimile transmission to Acadia Partners, L.P.,
               201 Main Street, Suite 3100, Fort Worth, Texas  76102, with a
               copy to ______________ ,________________________ ,
               _____________________ , ______________ (Fax:  ______________ );


provided, however, that any notice to an Underwriter pursuant to Section 10(d)
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 and
the Selling Stockholders 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 and the Company and the
Underwriters shall be entitled to act and rely upon any request, consent, notice
or agreement given or made on behalf of such Selling Stockholders by the
Custodian.

     15.  Persons Entitled to Benefit of Agreement.  This Agreement shall inure
to the benefit of and be binding upon the Underwriters, the Company, the Selling
Stockholders and their respective 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
and the Selling Stockholders 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 10(c) 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.

     16.  Survival.  The respective indemnities, representations, warranties and
agreements of the Company, the Operating Partnerships, the Selling Stockholders
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.

     17.  Definition of the Terms "Business Day," "Significant Subsidiary" and
"Subsidiary."  For purposes of this Agreement, (a) "business day" means any day
on 

                                          37
<PAGE>

which New 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.

     18.  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.

     19.  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.

     20.  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.
 
                                          38
<PAGE>

     If the foregoing correctly sets forth the agreement Operating Partnerships
among the Company, the Operating Partnerships, the Selling Stockholders and the
Underwriters, please indicate your acceptance in the space provided for that
purpose below.

          Very truly yours,
          
          CapStar Hotel Company 
          
          By:
              ----------------------------
              Paul W. Whetsell, President 
              and Chief Executive Officer
          
          CapStar Management Company, L.P.
          
          By:                             
              ----------------------------   
               CapStar Hotel Company, 
               its general partner
          
          By:                             
              ----------------------------   
               Paul W. Whetsell, President
          
          CapStar Management Company II, L.P.
          
          By:                         
              ----------------------------       
               CapStar Limited Corp., 
               its general partner
          
          By:                         
              ----------------------------       
               Paul W. Whetsell, President
          
                                                  
          The Selling Stockholders
          
          By:                             
              ----------------------------   
                                   , Attorney-in-Fact
          
          By:                             
              ----------------------------
   
Accepted:

For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto

By ______________

By:
    -----------------------------                      
     Authorized Representative 

<PAGE>

<TABLE>
<CAPTION>
                                      SCHEDULE 1


                                                           Number of
     Underwriters                                            Shares  
     ------------                                           ---------
     <S>                                                    <C>
Lehman Brothers Inc.                                        1,041,700
BT Alex. Brown Incorporated                                 1,041,660
Goldman, Sachs & Co.                                        1,041,660
Merrill Lynch, Pierce, Fenner & Smith Incorporated          1,041,660
NationsBanc Montgomery Securities, Inc.                     1,041,660
Smith Barney Inc.                                           1,041,660
                                                            ---------
     Total                                                  6,250,000
                                                            ---------
                                                            ---------

 
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                     SCHEDULE 2

Name of Selling Stockholder                                   Number of Shares
---------------------------                                   ----------------
<S>                                                             <C>
The Equitable Life Assurance Society of the United States           467,339
Overseas Assets Holdings, Inc.                                      172,654   
Umpawaug Corporation                                                113,931   
Xerox Credit Corporation                                             98,575
Mitsui Nevitt Capital Corporation                                    92,201
Wells Fargo & Co.                                                    59,144
The Bank of New York Company, Inc.                                   56,595
David G. Offensend                                                   40,000
Paribas North American, Inc.                                         39,430
Neuville Company, Inc.                                               35,177
John Hancock Mutual Life Insurance Company                           25,387
Forth Worth Zoological Association                                   18,134
R. David Andrews                                                      8,752
Oak Hill Investment Partners, L.P.                                    3,685
Nicholas Orum                                                         1,404
OHP EquiStar, L.P.                                                      800
OHP EquiStar II, L.P.                                                   570
                                                                  ---------
     Total                                                        1,233,778
                                                                  ---------
                                                                  ---------
</TABLE>