EXHIBIT 10.2

                                                                  EXECUTION COPY


                      VOTING AND RECAPITALIZATION AGREEMENT


                  This  VOTING  AND  RECAPITALIZATION  AGREEMENT,  dated  as  of
December 8, 2000 (this  "Agreement"),  is made and entered  into among  MeriStar
Hotels & Resorts,  Inc., a Delaware  corporation  ("MeriStar"),  American Skiing
Company,  a Delaware  corporation  ("ASC"),  Oak Hill Capital Partners,  L.P., a
Delaware limited  partnership  ("OCP"),  Oak Hill Capital  Management  Partners,
L.P., a Delaware limited partnership ("OCMP"), Oak Hill Securities Fund, L.P., a
Delaware  limited  partnership  ("OSF"),  Oak Hill  Securities  Fund II, L.P., a
Delaware  limited  partnership  ("OSF2"),  OHCP Ski,  L.P.,  a Delaware  limited
partnership  ("OSLP"),  Madeleine  LLC,  a New York  limited  liability  company
("Madeleine"),  Leslie B. Otten  ("Otten")  and the  Albert  Otten  Trust  f/b/o
Mildred  Otten,  a trust  organized  under the laws of New Jersey (the "Trust").
OCP, OCMP, OSF, OSF2, OSLP,  Madeleine,  the Otten and the Trust are referred to
collectively as the "Stockholders" and each as a "Stockholder".


                                    RECITALS:

                  A. ASC, ASC Merger Sub, Inc., a Delaware  corporation ("Merger
Sub"), and MeriStar are, simultaneously with the execution hereof, entering into
an  Agreement  and Plan of  Merger,  dated as of the date  hereof  (the  "Merger
Agreement"), pursuant to which Merger Sub will merge with and into MeriStar (the
"Merger")  on the terms and  subject to the  conditions  set forth in the Merger
Agreement and, as a result,  MeriStar will become a  wholly-owned  subsidiary of
ASC. Except as otherwise  defined herein,  capitalized terms used herein without
definition  have  the  respective  meanings  ascribed  to  them  in  the  Merger
Agreement.


                  B. Under the Merger Agreement,  it is a condition precedent to
the  obligation  of  MeriStar  to  complete  the Merger  that ASC  complete  the
recapitalization (the "Recapitalization") in which (i) the Class A common stock,
par value  $0.01 per share  (the  "Class A Common  Stock"),  of ASC and the 8.5%
Series B Convertible Participating Preferred Stock, liquidation value $1,000 per
share (the "Series B Preferred  Stock"),  of ASC shall have been  converted into
common  stock,  par value $0.01 per share (the  "Common  Stock"),  of ASC, at or
prior to the Effective  Time; (ii) the 10.5% Repriced  Convertible  Exchangeable
Preferred  Stock,  liquidation  value  $1,000 per share (the "Series A Preferred
Stock"),  of ASC shall have been  converted  into  shares of Series A  Preferred
Stock, par value $0.01 per share (the "New Series A Preferred  Stock"),  of ASC,
having terms substantially as set forth in Exhibit B hereto and shares of Common
Stock,  immediately  prior to the Effective Time, as herein provided;  (iii) the
warrants (the  "Warrants")  to purchase  6,000,000  shares of Common Stock at an
exercise  price of $2.50 per share shall have been  issued to OCP in  accordance
with the  Securities  Purchase  Agreement  (as  amended  to date,  the  "Warrant
Purchase  Agreement"),  dated July 31, 2000,  among ASC, ASC Resort  Properties,
Inc.  ("Resort  Properties")  and OCP and OCP  shall  not own any  shares of the
capital  stock  of  Resort  Properties;  and (iv) the  Resorts  Credit  Facility
Amendment  and the  Resorts  Credit  Facility  Conversion  shall have  occurred.

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Collectively, the Class A Common Stock, the Series A Preferred Stock, the Series
B  Preferred  Stock  and the  Common  Stock,  together  with  all  other  equity
securities issued by ASC, are referred to herein as the "Securities".

                  C. As a condition and inducement to MeriStar's  willingness to
enter into the Merger  Agreement,  MeriStar has requested that each  Stockholder
agree, and each Stockholder has agreed, to enter into this Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
representations,  warranties and covenants contained in this Agreement,  and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


                                    ARTICLE I

                            VOTING OF SUBJECT SHARES

                  Section 1.1 Agreement to Vote Subject  Shares.  At any meeting
(a "Stockholders Meeting") (including any and all postponements and adjournments
thereof) of the  stockholders  of ASC called to  consider  and vote upon (i) the
approval of the Merger,  the Merger Agreement and the transactions  contemplated
thereby,  (ii) the  issuance  of Common  Stock to the  stockholders  of MeriStar
pursuant to the Merger Agreement,  (iii) the  recapitalization  and Common Stock
issuances contemplated by Sections 3.3, 3.4 and 3.5 of this Agreement,  (iv) the
transactions  contemplated  by  Section  2.6 of the  Merger  Agreement,  (v) the
election of directors for ASC as provided in Schedule 1.1 to this  Agreement and
(vi) the adoption of amendments to the articles of  incorporation  and bylaws of
ASC in  connection  with the Merger  (the  actions  referred  to in clauses  (i)
through  (vi)  being  referred  to  collectively  as  the  "Proposals"),  and in
connection  with any action to be taken in respect of the  Proposals  by written
consent of the stockholders of ASC, each  Stockholder  shall vote or cause to be
voted  (including by written consent,  if applicable) all of such  Stockholder's
Subject  Shares in favor of the approval and  adoption of the  Proposals  and in
favor of any other matter  necessary for the  consummation  of the  transactions
contemplated by the Merger Agreement and this Agreement and considered and voted
upon at any such  meeting or made the subject of any such  written  consent,  as
applicable.  At any meeting (and at any and all  postponements  and adjournments
thereof) of the  stockholders of ASC (an "Adverse  Meeting")  called to consider
and vote upon any Adverse  Proposal (as defined  below),  and in connection with
any action to be taken in respect of any Adverse  Proposal by written consent of
stockholders of ASC, each Stockholder shall vote or cause to be voted (including
by written  consent,  if applicable)  all of such  Stockholder's  Subject Shares
against such Adverse Proposal. For purposes of this Agreement, the term "Adverse
Proposal" means any (a) proposal or action that would  reasonably be expected to

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result in a breach of any covenant,  representation or warranty of ASC set forth
in the Merger  Agreement  or (b)  proposal  or action  that is intended or would
reasonably  be expected  to impede,  interfere  with,  delay or  materially  and
adversely affect the Merger or any of the other transactions contemplated by the
Merger Agreement or this Agreement.

                  Section 1.2 Other  Proxies  Revoked.  Any  proxies  heretofore
given in respect of such  Stockholder's  Subject Shares are not  irrevocable and
all such proxies are hereby revoked (other than the proxies  specified in Item 2
of Schedule 2.1), it being  understood that, with respect to the revocation made
concerning the Subject Shares  beneficially  owned by Otten,  ING (U.S.) Capital
LLC ("ING")  expressly  acknowledges  and agrees to such  revocation;  provided,
that, subject to Article III, such  acknowledgment and agreement shall in no way
alter any  existing  or future  rights of ING with  respect to the pledge of any
Class A Common Stock or Common Stock pledged to it by Otten.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

                  Section    2.1   Representations   and   Warranties   of   the
Stockholders.  Each  Stockholder,  severally  and not  jointly,  represents  and
warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each
Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows:

                   (a) Except as specified on Schedule 2.1 hereto and except for
Subject Shares  transferred in accordance with Section 3.1 hereof after the date
hereof,  such  Stockholder is the sole record and beneficial owner of the number
and type of Securities  set forth  opposite such  Stockholder's  name on Annex A
hereto (such  Securities,  together with any other Securities or other equity or
voting interests in ASC the beneficial  ownership of which is hereafter acquired
by such  Stockholder  and any  Securities  into which such  Securities  or other
equity or voting interests are converted,  being collectively referred to herein
as such  Stockholder's  "Subject  Shares") and has full,  unrestricted  and sole
power to dispose of and to vote such Subject  Shares.  Such  Subject  Shares are
now,  and at all  times  prior  to the  Effective  Time  will  be,  held by such
Stockholder,  or by a nominee or custodian for the benefit of such  Stockholder,
free and clear of all liens,  voting trusts or  agreements,  powers of attorney,
proxies or any other arrangement or agreement with any person or entity limiting
or  affecting  such  Stockholder's  legal power or authority to vote or sell the
Subject Shares,  except for those  restrictions  arising  hereunder or set forth
under applicable securities laws and except as specified on Schedule 2.1 hereto.
Except as otherwise  specified on Schedule 2.1 hereto, such Stockholder does not
beneficially own or hold any rights to acquire any additional  securities of ASC
other than such Subject Shares.

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                   (b) In the case of a Stockholder  who is an individual,  such
Stockholder  is an adult,  is a citizen of the United  States of America  and is
competent  to  execute  and  deliver  this  Agreement,  to carry  out his or her
obligations hereunder and to consummate the transactions contemplated hereby. In
the  case of a  Stockholder  that is a  corporation,  trust  or  other  business
organization,  such  Stockholder  has all requisite power and authority to enter
into this Agreement and to consummate the transactions  contemplated hereby. The
execution  and  delivery  of  this  Agreement  by  such   Stockholder   and  the
consummation by such  Stockholder of the transactions  contemplated  hereby have
been  duly  authorized  by all  necessary  action,  if any,  on the part of such
Stockholder.  This  Agreement  has been  duly  executed  and  delivered  by such
Stockholder and, assuming that this Agreement  constitutes the valid and binding
obligation  of  MeriStar,   this  Agreement  constitutes  a  valid  and  binding
obligation  of  such  Stockholder,   enforceable  against  such  Stockholder  in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.

                   (c) The  execution and delivery of this  Agreement  does not,
and the consummation of the transactions contemplated hereby and compliance with
the provisions  hereof will not,  conflict with, result in a breach or violation
of or default (with or without notice or lapse of time or both) under, give rise
to a material obligation, a right of termination,  cancellation, or acceleration
of any obligation or a loss of a material benefit under, or require notice to or
the  consent  of any  person  under (i) in the case of a  Stockholder  that is a
corporation or other business organization, any organizational documents of such
Stockholder,  (ii) in the case of any  Stockholder  that is a trust,  violate or
conflict  with any term or provision  of the  indenture,  or other  governing or
testamentary  instrument  relating  to such  trust  or  (iii) in the case of any
Stockholder,  any Contract,  agreement,  instrument,  undertaking,  Law,  order,
injunction,  determination or award binding on such Stockholder,  other than any
such conflicts, breaches, violations,  defaults,  obligations,  rights or losses
that, individually or in the aggregate, would not (i) impair the ability of such
Stockholder to perform such  Stockholder's  obligations  under this Agreement or
(ii) prevent or delay the consummation of any of the  transactions  contemplated
hereby.

                   (d) Each Stockholder  understands and  acknowledges  that the
issuance of the Common Stock and the New Series A Preferred  Stock in accordance
with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more
of the exemptions from registration  provided for in Section 3(a) or 4(2) of the
Securities  Act,  including  Regulation  D  promulgated   thereunder,   and  any
applicable  state laws,  and the offer and sale of the Common  Stock and the New
Series A Preferred Stock are thus not registered  under the Securities Act. Each
Stockholder  further  understands and acknowledges that this transaction has not
been reviewed and approved by the SEC or by any state  regulatory  authority and
represents and warrants that it is an "accredited  investor," as defined in Rule
501(a) of Regulation D under the Securities Act.

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                  Section 2.2      Representations and Warranties of ASC.

                   (a) ASC represents and warrants, as of the date hereof and as
of the Effective Time, to MeriStar and each of the Stockholders that:

                  (i) ASC has all  requisite  power and  authority to enter into
         this Agreement, and to consummate the transactions contemplated hereby.
         The  execution   and  delivery  of  this   Agreement  by  ASC  and  the
         consummation by ASC of the transactions  contemplated  hereby have been
         duly  authorized  by all  necessary  action  on the  part of ASC.  This
         Agreement  has been duly  executed and  delivered by ASC and,  assuming
         that this Agreement constitutes the valid and binding obligation of the
         other parties to this Agreement, this Agreement constitutes a valid and
         binding obligation of ASC,  enforceable  against ASC in accordance with
         its terms,  subject to applicable  bankruptcy,  insolvency,  fraudulent
         conveyance,  reorganization,  moratorium  and  similar  laws  affecting
         creditors' rights and remedies  generally and to general  principles of
         equity;

                  (ii) The execution and delivery of this  Agreement by ASC does
         not, and the consummation of the transactions  contemplated  hereby and
         compliance with the provisions  hereof will not,  conflict with, result
         in a breach or violation of or default (with or without notice or lapse
         of time or both) under, give rise to a material obligation,  a right of
         termination,  cancellation, or acceleration of any obligation or a loss
         of a material benefit under, or require notice to or the consent of any
         person  under  (i) any  organizational  documents  of ASC or  (ii)  any
         Contract,  agreement,  instrument,  undertaking,  Law, judgment, order,
         injunction,  decree,  determination or award binding on ASC, other than
         any such conflicts, breaches, violations, defaults, obligations, rights
         or losses that, individually or in the aggregate,  would not (i) impair
         the ability of ASC to perform its  obligations  under this Agreement or
         (ii)  prevent  or delay  the  consummation  of any of the  transactions
         contemplated hereby; and

                  (iii) Assuming that the representations and warranties made by
         the  Stockholders in Section 2.2(d) are true and correct,  the issuance
         of the Common Stock and New Series A Preferred Stock in accordance with
         Sections  3.3,  3.4,  3.5 and 3.6 hereof will not require  registration
         under the Securities Act or violate applicable state securities laws.

                   (b) ASC represents and warrants, as of the date hereof and as
of the Effective Time:

                  (i) To Otten,  that all  shares  of Common  Stock to be issued
         pursuant to Section 3.3 of this Agreement will be, upon issuance on the
         terms and  conditions  specified in this  Agreement,  duly  authorized,
         validly issued,  fully paid,  nonassessable  and will not be subject to
         preemptive rights;

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                  (ii) To  Madeleine,  that all shares of New Series A Preferred
         Stock and Common  Stock to be issued  upon  conversion  of the Series A
         Preferred  Stock  pursuant to Section 3.4(a) of this Agreement will be,
         upon  such  issuance  on the  terms and  conditions  specified  in this
         Agreement,  duly authorized,  validly issued, fully paid, nonassessable
         and will not be subject to preemptive rights;

                  (iii) To OCP,  OCMP,  OSF,  OSF2 and OSLP,  that all shares of
         Common Stock to be issued  pursuant to Section 3.4(b) of this Agreement
         will be, upon  issuance on the terms and  conditions  specified in this
         Agreement,  duly authorized,  validly issued, fully paid, nonassessable
         and will not be subject to preemptive rights; and

                  (iv) To OCP,  that all  shares  of  Common  Stock to be issued
         pursuant to Section 3.5 of this Agreement will be, upon issuance on the
         terms and  conditions  specified in this  Agreement,  duly  authorized,
         validly issued,  fully paid,  nonassessable  and will not be subject to
         preemptive rights.


                                   ARTICLE III

                                CERTAIN COVENANTS

              Section 3.1 Restriction on Transfer of Subject Shares; Proxies and
Noninterference.  No Stockholder shall, prior to the Effective Time, directly or
indirectly:  (A) except pursuant to the terms of this Agreement, offer for sale,
sell, transfer,  pledge,  tender,  encumber,  assign or otherwise dispose of, or
enter into any  contract,  option or other  arrangement  or  understanding  with
respect  to  or  consent  to  the  offer  for  sale,  sale,  transfer,   tender,
encumbrance,   assignment  or  other   disposition   of,  any  or  all  of  such
Stockholder's  Subject Shares,  unless it receives (i) an irrevocable  proxy, in
form and  substance  substantially  similar  to  Exhibit A  hereto,  to vote the
transferred  Subject Shares as provided  therein and (ii) a deed of adherence to
this Agreement  (including  representations and warranties of the type set forth
in Section 2.1  hereof)  reasonably  satisfactory  to the other  parties  hereto
executed by the transferee of such Subject  Shares;  (B) except  pursuant to the
terms of this Agreement, grant any proxies or powers of attorney, deposit any of
such  Stockholder's  Subject  Shares into a voting  trust or enter into a voting
agreement with respect to any of such Stockholder's  Subject Shares; or (C) take
any action  that would  reasonably  be expected  to make any  representation  or
warranty  contained  herein  untrue or incorrect or have the effect of impairing
the  ability  or  preventing  or  delaying  the   consummation  of  any  of  the
transactions   contemplated   hereby  of  such   Stockholder   to  perform  such
Stockholder's obligations under this Agreement.

              Section 3.2 Reliance by MeriStar;  Cooperation.  Each  Stockholder
understands and acknowledges that MeriStar is entering into the Merger Agreement
in reliance upon the  Stockholders'  execution  and delivery of this  Agreement.
Each Stockholder shall cooperate fully with ASC and MeriStar in

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connection  with the respective  reasonable  best efforts of ASC and MeriStar to
fulfill  the  conditions  to the  Merger  set forth in  Article VI of the Merger
Agreement.

              Section 3.3 Conversion of Class A Common Stock. Prior to or at the
Effective Time,  Otten and ASC shall cause each share of Class A Common Stock to
be converted into one share of Common Stock.

              Section  3.4  Recapitalization.  Subject  to  the  receipt  of the
Requisite ASC Vote in favor of the transactions described in this Section 3.4:

                   (a) Immediately  prior to the Effective  Time,  Madeleine and
ASC  shall  cause a  recapitalization  of ASC in  which  all of the  issued  and
outstanding  shares of Series A  Preferred  Stock  are  converted  into (i) such
number  of  shares  of New  Series A  Preferred  Stock  equal  to the  aggregate
liquidation  preference  for all the  shares of Series A  Preferred  Stock  plus
accrued and unpaid  dividends on such stock,  determined  as of the Closing Date
(the "Preferred Value"), divided by $1,000 and (ii) a number of shares of Common
Stock calculated by dividing (x) 20.7% of the Preferred Value by (y) $2.22;

                   (b) Immediately  prior to the Effective Time, OCP, OCMP, OSF,
OSF2,  OSLP and ASC shall  cause all of the  issued  and  outstanding  shares of
Series B Preferred Stock to be converted into a number of shares of Common Stock
calculated  by  dividing  the  aggregate  Liquidation  Price (as  defined in the
Certificate of Designation of the Series B Preferred Stock) of such shares as of
October 31, 2000 by $2.22;

                   (c) Prior to the Effective  Time, if no shares of the capital
stock of Resort  Properties  have been issued to OCP under the Warrant  Purchase
Agreement,  ASC shall issue the Warrants to OCP in accordance  with the terms of
the Warrant Purchase Agreement; and

                   (d) Prior to the  Effective  Time,  if shares of the  capital
stock of Resort  Properties  have been issued to OCP under the Warrant  Purchase
Agreement,  OCP  shall  transfer  those  shares of the  capital  stock of Resort
Properties  to ASC, and ASC shall issue the Warrants to OCP in  accordance  with
the terms of the Warrant Purchase Agreement.

              Section 3.5 Issuance of Common  Stock to Tranche C Lenders.  Prior
to the Effective Time:

                   (a)  ASC  and  OCP  shall  cause  the  entire  $13.0  million
available under Tranche C of the Resorts Credit Facility to be drawn; and

                   (b) ASC and OCP  shall  cause  the  Resorts  Credit  Facility
Amendment to occur and shall cause Tranche C under the Resorts  Credit  Facility
to be repaid in the form of an  issuance  of a number of shares of Common  Stock

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calculated by dividing (x) the outstanding  aggregate  principal  amount of such
Tranche C as of the Effective  Time plus all accrued and unpaid  interest on the
aggregate  outstanding  principal  amount of such Tranche C through  October 31,
2000 by (y) $2.22.

                   Section 3.6    Closing Procedures.

                   (a) Immediately  prior to the Effective Time, upon the filing
of an amended and restated  certificate  of  incorporation  of ASC in accordance
with  Section 1.6 of the Merger  Agreement  and a  certificate  of  designations
relating to the New Series A Preferred Stock, substantially in the form attached
to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically
be  converted  into shares of New Series A Preferred  Stock and shares of Common
Stock pursuant to Section 3.4(a) and  certificates  formerly  representing  such
shares of Series A Preferred  Stock shall,  from and after such time,  represent
the right to receive  that number of shares of New Series A Preferred  Stock and
shares of Common Stock provided in Section  3.4(a).  Each holder shall surrender
the certificate or  certificates  formerly  representing  the Series A Preferred
Stock, duly endorsed, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison
at or prior to the Effective  Time (or such other place as ASC shall  reasonably
request) and shall give written  notice to ASC of the name or names in which the
certificate  or  certificates  for  shares of New Series A  Preferred  Stock and
Common  Stock are to be issued.  ASC shall,  at the  Effective  Time,  issue and
deliver  at the  offices of Paul,  Weiss,  Rifkind,  Wharton & Garrison  to such
holder of Series A  Preferred  Stock,  or to the  nominee  or  nominees  of such
holder,  a certificate or certificates  for the number of shares of New Series A
Preferred  Stock and Common Stock to which such holder is entitled under Section
3.4(a).  Such  conversion  shall be deemed to have been made as of the Effective
Time,  and the person or persons  entitled to receive the shares of New Series A
Preferred Stock and Common Stock issuable upon such conversion  shall be treated
for all purposes as the record  holder or holders of such shares of New Series A
Preferred  Stock and Common Stock as of the  Effective  Time.  When issued,  the
certificates  evidencing  such shares of New Series A Preferred Stock and Common
Stock shall not bear  legends or other  notations  relating to  restrictions  on
transfer,  other  than  as  required  pursuant  to  Article  Thirteenth  of  the
Certificate of Incorporation of ASC (as amended as of the Effective Time).

                   (b) Except as specifically  provided in this  Agreement,  the
conversion  of the Series B  Preferred  Stock into  Common  Stock shall occur as
provided  in Section  9(b) of the  Certificate  of  Designation  relating to the
Series B Preferred Stock.

                   (c) Upon completion of the  transactions  required by Section
3.5, ASC and OCP shall execute an instrument (in form reasonably satisfactory to
ASC and OCP)  evidencing  the  repayment  in full of Tranche C under the Resorts
Credit  Facility  and the  issuance of the shares of Common  Stock in  repayment
thereof.

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                   (d) In connection  with any of the  transactions  required by
Sections 3.4 or 3.5,  ASC shall not be required to issue  fractions of shares of
Common Stock or New Series A Preferred Stock or to distribute certificates which
evidence  fractions of such shares. In lieu of fractional shares, ASC shall pay,
at the effective  time of any conversion as herein  provided,  an amount in cash
equal to such fraction  multiplied by (i) $2.22, in the case of Common Stock, or
(ii) $1,000, in the case of New Series A Preferred Stock.

              Section 3.7 No Further Issuances of Stock.  Prior to the Effective
Time, ASC shall not issue any additional shares of Class A Common Stock,  Series
A Preferred Stock or Series B Preferred Stock.

              Section 3.8 ING. In the event that ING elects to  foreclose on any
Securities  pledged to it by Otten or to exercise  voting rights with respect to
such Securities,  ING shall provide MeriStar,  ASC and OCP with reasonable prior
notice of such intent.

              Section 3.9 Plan of Reorganization.  This Agreement is intended to
constitute a "plan of  reorganization"  within the meaning of Section 1.368-2(g)
of the income tax  regulations  promulgated  under the Code.  From and after the
date of this  Agreement  and  until  the  Effective  Time,  each  party  to this
Agreement shall use its reasonable best efforts to cause the Recapitalization to
qualify, and shall not, without the prior written consent of the parties to this
Agreement,  knowingly  take any  actions or cause any  actions to be taken which
could prevent such recapitalization  from qualifying,  as a reorganization under
the provisions of Section 368(a) of the Code.  Following the Effective Time, and
consistent  with  any  such  consent,  none  of  MeriStar,  ASC or any of  their
affiliates  shall  knowingly take any action or knowingly cause any action to be
taken  which  would  cause  the  Recapitalization  to  fail to so  qualify  as a
reorganization under Section 368(a) of the Code.

              Section  3.10  Restriction  on  Certain  Amendments  to the Merger
Agreement.  ASC and MeriStar shall not permit an amendment to Section 2.1 or 2.4
of the Merger  Agreement  without the prior written consent of Madeleine if such
amendment would cause material dilution of Madeleine's holdings in ASC.


                                   ARTICLE IV

                                  MISCELLANEOUS

              Section 4.1 Fees and Expenses. Each party hereto shall pay its own
expenses  incident  to  preparing  for,  entering  into  and  carrying  out this
Agreement and the consummation of the transactions  contemplated hereby,  except
that all reasonable  expenses,  including  attorneys'  fees, (i) incurred by Oak
Hill (excluding expenses incurred by holders of the Snow Subordinated Notes in

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connection with the Snow Notes Consent) in connection  with this Agreement,  not
to exceed $100,000,  and (ii) incurred by Madeleine,  not to exceed $35,000,  in
connection with this Agreement shall be paid by ASC.

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              Section 4.2  Amendment;  Termination.  This  Agreement  may not be
amended  except  by an  instrument  in  writing  signed on behalf of each of the
parties hereto.  This Agreement shall terminate  immediately upon the earlier to
occur of (i) the  termination  of the Merger  Agreement in  accordance  with its
terms and (ii) June 30, 2001. In addition,  this  Agreement may be terminated by
mutual written consent of MeriStar,  ASC and the  Stockholders.  In the event of
termination of this Agreement pursuant to this Section 4.2, this Agreement shall
become null and void and of no effect with no liability on the part of any party
hereto and all Proxies shall automatically terminate; provided, however, that no
such  termination  shall  relieve any party  hereto from any  liability  for any
breach of this  Agreement  occurring  prior to such  termination;  and provided,
further, that Article II shall survive the termination of this Agreement.

                  All  covenants and  agreements  that  contemplate  performance
after the Effective Time shall survive the Effective Time.

              Section 4.3  Extension,  Waiver.  Any  agreement  on the part of a
party to waive any  provision of this  Agreement,  or to extend the time for any
performance  hereunder,  shall be valid  only if set forth in an  instrument  in
writing  signed  on  behalf  of such  party.  The  failure  of any party to this
Agreement  to assert any of its rights under this  Agreement or otherwise  shall
not constitute a waiver of such rights.

              Section 4.4 Entire Agreement; No Third-Party  Beneficiaries.  This
Agreement constitutes the entire agreement,  and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject  matter of this  Agreement and is not intended to confer upon any person
other than the parties any rights or remedies.

              SECTION 4.5 GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,  REGARDLESS
OF ANY  PRINCIPLES  OF  CONFLICTS  OF  LAWS  THEREOF  THAT  MIGHT  INDICATE  THE
APPLICABILITY  OF THE LAWS OF ANY OTHER  JURISDICTION,  EXCEPT WHERE THE LAWS OF
THE STATE OF DELAWARE ARE MANDATORILY APPLICABLE.

                  Section 4.6 Notices. All notices,  requests,  claims, demands
and other  communications  under this Agreement shall be in writing and shall be
deemed  given if  delivered  personally,  by hand  delivery or telecopy  (with a
confirmation  copy  sent for next day  delivery  via  courier  service,  such as

<PAGE>

                                                                              11


Federal  Express),  or sent  by  overnight  courier,  such  as  Federal  Express
(providing proof of delivery).  All communications  hereunder shall be delivered
to the respective parties at the following addresses:

                           If to the Stockholders:

                                 to the addresses set forth on Annex A hereto.

                           If to ASC:

                                    American Skiing Company
                                    One Monument Way
                                    Portland, Maine 04101
                                    Attention: Christopher E. Howard, Esq.
                                               Foster A. Stewart, Jr., Esq.
                                    Telecopy: (207) 791-2607

                           with a copy to:

                                    Shearman & Sterling
                                    599 Lexington Avenue
                                    New York, New York 10036-6522
                                    Attention: Mark Roppel, Esq.
                                    Telecopy:  (212) 848-7179

                           If to MeriStar:

                                    MeriStar Hotels & Resorts, Inc.
                                    1010 Wisconsin Avenue, NW
                                    Washington, DC 20007
                                    Attention:   Christopher L. Bennett, Esq.
                                    Telecopy:   (202) 295-1026

                           with a copy to:

                                    Paul, Weiss, Rifkind, Wharton & Garrison
                                    1285 Avenue of the Americas
                                    New York, New York  10019
                                    Attention:   Richard S. Borisoff, Esq.
                                    Telecopy:   (212) 757-3990

              Section 4.7  Assignment.  Neither  this  Agreement  nor any of the
rights,  interests  or  obligations  under this  Agreement  may be  assigned  or
delegated,  in  whole or in  part,  by  operation  of law or  otherwise,  by any
Stockholder without the prior written consent of MeriStar, or by MeriStar

<PAGE>
                                                                              12


without the prior written consent of the Stockholders and any such assignment or
delegation  that is not  consented  to shall be null and  void.  Subject  to the
preceding  sentence,  this Agreement shall be binding upon, inure to the benefit
of, and be  enforceable  by, the parties  and their  respective  successors  and
assigns (including,  without  limitation,  any person to whom any Subject Shares
are sold, transferred or assigned).

              Section 4.8 Further Assurances. Each Stockholder shall execute and
deliver such other  documents and  instruments  and take such further actions as
may be necessary or appropriate or as may be reasonably requested by MeriStar in
order to ensure that MeriStar receives the full benefit of this Agreement.

              Section 4.9  Enforcement.  Irreparable  damage  would occur in the
event  that  any of the  provisions  of this  Agreement  were not  performed  in
accordance  with their specific terms or were otherwise  breached.  Accordingly,
the  parties  shall be  entitled  to an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
of this  Agreement  in the federal  courts of the United  States  located in the
State of New York,  this being in addition to any other remedy to which they are
entitled at law or in equity. Each of the parties hereto (i) shall submit itself
to the  jurisdiction  of the  federal  courts of the  United  States of  America
located  in the State of New York in the event any  dispute  arises  out of this
Agreement or any of the transactions contemplated hereby, (ii) shall not attempt
to deny or defeat  such  personal  jurisdiction  by motion or other  request for
leave from any such court, and (iii) shall not bring any action relating to this
Agreement or any of the transactions contemplated hereby in any court other than
the federal  courts of the United States of America  located in the State of New
York.

              Section 4.10 Waiver of Trial by Jury. Each party  acknowledges and
agrees that any  controversy  that may arise under this  Agreement  is likely to
involve  complicated and difficult issues,  and therefore each such party hereby
irrevocably and unconditionally  waives any right such party may have to a trial
by jury in respect of any  litigation  directly or indirectly  arising out of or
relating to this Agreement or the  transactions  contemplated by this Agreement.
Each party  certifies  and  acknowledges  that (i) no  representative,  agent or
attorney of any other party has represented,  expressly or otherwise,  that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver,  (ii) each such party understands and has considered the implications of
this waiver, (iii) each such party makes this waiver voluntarily,  and (iv) each
such party has been induced to enter into this agreement by, among other things,
the mutual waivers and certifications in this Section 4.10.

              Section 4.11 Severability.  Whenever  possible,  each provision or
portion of any provision of this  Agreement  shall be interpreted in such manner
as to be  effective  and valid  under  applicable  law but if any  provision  or
portion of any  provision of this  Agreement  is held to be invalid,  illegal or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction, such invalidity, illegality or unenforceability shall not affect

<PAGE>
                                                                              13


any other provision or portion of any provision in such  jurisdiction,  and this
Agreement shall be reformed,  construed and enforced in such  jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.

              Section 4.12  Counterparts.  This Agreement may be executed in one
or more  counterparts,  all of  which  shall  be  considered  one  and the  same
instrument and shall become  effective when one or more  counterparts  have been
signed by each party and delivered to the other parties.

<PAGE>

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.

                         MERISTAR HOTELS & RESORTS, INC.


                         By:  /s/ Paul W. Whetsell
                              -------------------------------------------------
                              Name:  Paul W. Whetsell
                              Title: Chief Executive Officer and Chairman of the
                                        Board


                         AMERICAN SKIING COMPANY


                         By:  /s/ Leslie B. Otten
                              -------------------------------------------------
                              Name:  Leslie B. Otten
                              Title: President


                         /s/ Leslie B. Otten
                         ------------------------------------------------------
                         Leslie B. Otten


                         ALBERT OTTEN TRUST
                         F/B/O MILDRED OTTEN

                         By:  /s/ Leslie B. Otten
                              -------------------------------------------------
                              Name:  Leslie B. Otten
                              Title: Trustee

<PAGE>

                         OAK HILL CAPITAL PARTNERS, L.P.
                         By: OHCP GenPar, L.P., its general partner
                         By: OHCP MGP, LLC, its general partner

                         By:  /s/ Kevin G. Levy
                              -------------------------------------------------
                         Name: Kevin G. Levy
                         Title: Vice President


                         OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
                         By: OHCP GenPar, L.P., its general partner
                         By: OHCP MGP, LLC, its general partner

                         By:  /s/ Kevin G. Levy
                              -------------------------------------------------
                         Name: Kevin G. Levy
                         Title: Vice President


                         OAK HILL SECURITIES FUND, L.P.
                         By: Oak Hill Securities GenPar, L.P.,
                             its general partner
                         By: Oak Hill Securities MGP, Inc., its general partner

                         By:  /s/ Glenn R. August
                              -------------------------------------------------
                         Name: Glenn R. August
                         Title: Vice President

                         OAK HILL SECURITIES FUND II, L.P.
                         By: Oak Hill Securities GenPar II, L.P.,
                             its general partner
                         By: Oak Hill Securities MGP II, Inc.,
                             its general partner

                         By:  /s/ Glenn R. August
                              -------------------------------------------------
                         Name: Glenn R. August
                         Title: President


                         OHCP SKI, L.P.
                         By: Oak Hill Capital Partners, L.P.,
                             its general partner
                         By: OHCP GenPar, L.P., its general partner
                         By: OHCP MGP, LLC, its general partner

                         By:  /s/ Kevin G. Levy
                              -------------------------------------------------
                         Name: Kevin G. Levy
                         Title: Vice President

<PAGE>

                         MADELEINE LLC


                         By:  /s/ Bob Davenport
                              -------------------------------------------------
                         Name: Bob Davenport
                         Title: Attorney in fact

<PAGE>


Accepted and agreed as to
Sections 1.2 and 3.7 hereof:
ING (U.S.) CAPITAL LLC,
   AS PLEDGEE OF SHARES
   OF CLASS A COMMON
   STOCK AND COMMON STOCK
   BENEFICIALLY OWNED BY
   LESLIE B. OTTEN


By:  /s/ William B. Redmond
----------------------------------------------
Name:  William B. Redmond
Title: Vice President




<PAGE>







                                                                         Annex A
<TABLE>

             Stockholder                               Address                     Type of ASC Security               Number

<S>                                     <C>                                    <C>                                            <C>
Madeleine LLC                           450 Park Avenue                        Series A Preferred Stock                       36,626
                                        28th Floor
                                        New York, NY 10022
                                        Attention: Robert Davenport

                                        With a copy to:
                                        Robert Loper, Esq.
                                        Schulte Roth & Zabel LLP
                                        900 Third Avenue
                                        New York, NY 10022

Oak Hill Capital Partners, L.P.         *                                      Series B Preferred Stock                      129,870

Oak Hill Capital Management Partners,   *                                      Series B Preferred Stock                        3,330
L.P.

Oak Hill Securities Fund, L.P.          *                                      Series B Preferred Stock                        7,400

Oak Hill Securities Fund II, L.P.       *                                      Series B Preferred Stock                        7,400

OHCP Ski, L.P.                          *                                      Series B Preferred Stock                        2,000

Leslie B. Otten                          c/o American Skiing Company           Common Stock                                  833,333
                                        Sunday River Access Road, Bethel, ME
                                        04217
                                                                               Class A Common Stock                       14,760,530

Albert Otten Trust f/b/o Mildred         c/o American Skiing Company           Common Stock                                   30,000
Otten                                   Sunday River Access Road, Bethel, ME
                                        04217

*        The address of OCP, OCMP, OSF, OSF2 and OSLP is:

                                    201 Main Street, Suite 2600
                                    Fort Worth, Texas 76102
                                    Attention: Kevin G. Levy

</TABLE>

<PAGE>
                                                                       Exhibit A


                                IRREVOCABLE PROXY


                  The  undersigned  shareholder of AMERICAN SKIING  COMAPANY,  a
Delaware corporation ("ASC") hereby appoints MERISTAR HOTELS & RESORTS,  INC., a
Delaware corporation ("MeriStar"), as proxy for the undersigned, with full power
of substitution,  to attend any annual or special meeting of the shareholders of
ASC (including  any and all  adjournments  and  postponements  thereof),  and in
respect of any  written  consent in lieu of such  meeting,  held or made for the
purpose of  considering  or voting upon the matters  described in Section 1.1 of
the Voting and Recapitalization Agreement, dated the date hereof, among MeriStar
and certain  shareholders  of ASC (the  "Agreement"),  in  accordance  with such
Section 1.1, and to cast all votes that the  undersigned  is entitled to cast at
such a meeting (or in connection with such written  consent) with respect to all
of the  undersigned's  Subject Shares (as defined in the Agreement) with respect
to the matters described in Section 1.1 of the Agreement. The undersigned hereby
revokes any proxy  heretofore  given with  respect to such a meeting (or written
consent in lieu  thereof) or with respect to such a vote cast.  The  undersigned
affirms  that  this  proxy is a power  coupled  with an  interest  and  shall be
irrevocable.  The  undersigned  shall take such  further  action or execute such
other  instruments  as may  be  necessary  to  effectuate  the  intent  of  this
irrevocable   proxy.  This  proxy  shall  be  automatically   revoked  upon  the
termination of the Agreement.

                              [Name of Stockholder]




Please sign exactly as name appears on the             By
records of ASC and date.  When signing as attorney,      -----------------------
executor, administrator, trustee, guardian,              Name:
officer of a corporation or other entity or in           Title:
another representative  capacity,  please give
the full title under signature(s).


                                                       Dated: December __, ____


<PAGE>

                                                                       EXHIBIT B

         Section 1. DESIGNATION AND AMOUNT. There is hereby created and
authorized a series of Serial Preferred Stock, the designation of which shall be
the Series A 14% Preferred Stock (herein the "SERIES A PREFERRED STOCK"). The
number of issuable shares of Series A Preferred Stock shall be 60,000.

         Section 2. RANK. All shares of Series A Preferred Stock, both as to
payment of dividends and to distribution of assets upon liquidation, dissolution
or winding up of the corporation, whether voluntary or involuntary, shall rank
prior to all of the corporation's now or hereafter issued preferred stock, and
senior to all of the corporation's now or hereafter issued Common Stock or any
other common stock of any class of the corporation. The term "Common Stock"
shall mean the Common Stock, par value $.01 per share, of the corporation as the
same exists at the date hereof or as such stock may be constituted from time to
time.

         Section 3. DIVIDENDS AND CERTAIN RESTRICTIONS. The holders of the
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors of the corporation out of funds of the corporation
legally available therefor, dividends at a rate per share of 14% per annum, and
no more on the sum of (x) the Liquidation Preference plus (y) all then accrued
and unpaid dividends. Such dividends shall be fully cumulative, shall accrue and
compound quarterly, beginning on the date of issuance, on January 1, April 1,
July 1 and October 1 of each year (whether or not declared or paid), and shall
be payable in cash on August 15, 2006, or, at the option of the corporation, in
whole or in part on any January 1, April 1, July 1 or October 1 (except that if
such date is a Saturday, Sunday or legal holiday, then such dividend will be
payable on the next day that is not a Saturday, Sunday or legal holiday) to
holders of record as they appear on the stock transfer books of the corporation
on such record date, not more than 60 nor less than 10 days preceding the
payment date for such dividend, as is fixed by the Board of Directors. For
purposes hereof, the term "legal holiday" shall mean any day on which banking
institutions are obligated or authorized to close in New York, New York or in
Boston, Massachusetts.

         On such dividend payment date all dividends which shall have accrued on
each share of Series A Preferred Stock outstanding on such dividend payment date
shall accumulate and be deemed to become "due". If such dividends are not fully
paid on such dividend payment date, such accrued dividends shall be added
(solely for the purpose of calculating dividends payable on the Series A
Preferred Stock) to the Liquidation Preference of the Series A Preferred Stock
effective at the beginning of the quarterly dividend compounding period next
succeeding the dividend payment date as to which such dividends were not paid
and shall thereafter accrue additional dividends in respect thereof until such
unpaid dividends have been paid in full. Dividends paid on shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. Dividends
payable on the Series A Preferred Stock in respect of any period of less than a
calendar quarter shall be computed on the basis of a 90-day quarter. Upon the
request of a holder of Series A Preferred Stock, the corporation will promptly
deliver to such holder a written statement describing the amount of accrued and
unpaid dividends, calculated as of the date of such request, in respect of the
Series A Preferred Stock held by such holder.

<PAGE>

         Unless all accrued and unpaid dividends on the Series A Preferred Stock
that are due and payable in cash have been paid in cash, or declared and sums
set aside for the payment thereof, dividends (other than in Common Stock or any
other stock of the corporation ranking junior to the Series A Preferred Stock as
to dividends and as to liquidation rights) may not be paid, or declared and set
aside for payment, and other distributions may not be made upon the Common Stock
or on any other stock of the corporation ranking junior to the Series A
Preferred Stock as to dividends. So long as any shares of Series A Preferred
Stock are outstanding, the Common Stock (or any rights, options or warrants to
purchase Common Stock), any other stock or other equity interests (or rights,
options or warrants to purchase such other stock or other equity interests) of
the corporation ranking junior to the Series A Preferred Stock as to dividends
or upon liquidation may not be redeemed, purchased or otherwise acquired for any
consideration by the corporation.

         Cash dividends on the Series A Preferred Stock may not be declared,
paid or set apart for payment if (a) the corporation is not solvent or would be
rendered insolvent thereby or (b) the terms and provisions of any law, or any
agreement of the corporation relating to the corporation's indebtedness for
borrowed money, specifically prohibit such declaration, payment or setting apart
for payment or provide that such declaration, payment or setting apart for
payment would constitute a violation or breach thereof or a default thereunder.

         The corporation shall not permit any subsidiary of the corporation to
purchase or otherwise acquire for consideration any shares of stock (or rights,
options or warrants to purchase shares of stock or other equity interests) of
the corporation unless the corporation could, under this Section 3, purchase or
otherwise acquire such shares (or rights, options or warrants to purchase shares
of stock) or units at such time and in such manner.

         Any reference to "distribution" contained in this Section 3 shall not
be deemed to include any distribution made in connection with any liquidation,
dissolution or winding up of the corporation, whether voluntary or involuntary.

         Section 4. LIQUIDATION PREFERENCE. In the event of a liquidation,
dissolution or winding up of the corporation, whether voluntary or involuntary,
the holders of Series A Preferred Stock shall be entitled to receive out of the
assets of the corporation, whether such assets are stated capital or surplus of
any nature, an amount equal to $1,000 per share (the "LIQUIDATION PREFERENCE")
plus the dividends accrued and unpaid thereon to the date of final distribution
to such holders, whether or not declared, without interest, before any payment
shall be made or any assets distributed to the holders of Common Stock or any
other class or series of the corporation's capital stock ranking junior as to
liquidation rights to the Series A Preferred Stock; provided, however, that such
rights shall accrue to the holders of Series A Preferred Stock only in the event
that the corporation's payments with respect to the liquidation preferences
(plus any accrued and unpaid dividends thereon) of the holders of capital stock
of the corporation ranking senior as to liquidation rights to the Series A
Preferred Stock (the "SENIOR LIQUIDATION STOCK") are fully met. If the assets of
the corporation available for distribution after the liquidation preferences
(plus any accrued and unpaid dividends thereon) of the Senior Liquidation Stock
are fully met are not sufficient to pay an amount equal to the Liquidation
Preference (plus any accrued and unpaid dividends thereon) to the

                                        2
<PAGE>

holders of outstanding shares of Series A Preferred Stock and the liquidation
preference (plus any accrued and unpaid dividends thereon) to the holders of any
other series of the corporation's capital stock which may hereafter be created
in accordance with Section 6(c) hereof having liquidation rights on a parity
with the shares of Series A Preferred Stock (the "PARITY LIQUIDATION STOCK"),
then the assets of the corporation shall be distributed ratably among the
holders of the Series A Preferred Stock and the Parity Liquidation Stock in
proportion to the respective preferential amounts to which each is entitled (but
only to the extent of such preferential amounts). After payment in full of the
amounts in respect of the Liquidation Preference (and any accrued and unpaid
dividends thereon) to which they are entitled, the holders of the Series A
Preferred Stock shall not be entitled to any further participation in any
distribution of assets of the corporation. Neither a consolidation, merger or
other business combination of the corporation with or into another corporation
or other entity nor a sale or transfer of all or part of the corporation's
assets for cash, securities or other property shall be considered a liquidation,
dissolution or winding up of the corporation for purposes of this Section 4
(unless in connection therewith the liquidation of the corporation is
specifically approved).

         The holder of any shares of Series A Preferred Stock shall not be
entitled to receive any payment owed for such shares under this Section 4 until
the corporation has received (i) the certificate(s) representing such shares of
Series A Preferred Stock and (ii) transfer instrument(s) satisfactory to the
corporation and sufficient to transfer such shares of Series A Preferred Stock
to the corporation free of any adverse interest. No interest shall accrue on any
payment made in respect of the Liquidation Preference (and any accrued and
unpaid dividends thereon) after the due date thereof.

         Section 5. REDEMPTION. On August 15, 2006 (the "MANDATORY REDEMPTION
DATE"), the corporation shall redeem, out of funds legally available therefor,
all shares of the Series A Preferred Stock then outstanding at a redemption
price (the "REDEMPTION PRICE") equal to the Liquidation Preference per share,
together with accrued and unpaid dividends to the redemption date. If, on the
Mandatory Redemption Date, funds are not legally available to the corporation
for redemption of the shares of Series A Preferred Stock, the corporation shall
redeem on such date, at the Redemption Price, that number of shares of Series A
Preferred Stock which it can lawfully redeem, and from time to time thereafter,
as soon as funds are legally available, the corporation shall redeem at the
Redemption Price shares of Series A Preferred Stock until the corporation has
redeemed the shares of Series A Preferred Stock in full.

         The corporation, at its option, may at any time, redeem, out of funds
legally available therefor, in whole or from time to time in part, the Series A
Preferred Stock on any date set by the Board of Directors, for cash at the
Redemption Price, together with accrued and unpaid dividends to the redemption
date (subject to the right of the holder of record of shares of Series A
Preferred Stock on a record date for the payment of a dividend on the Series A
Preferred Stock to receive the dividend due on such shares of Series A Preferred
Stock on the corresponding dividend payment date, if such dividend payment date
is prior to the date set for redemption).

         In case of the redemption of less than all of the then outstanding
Series A Preferred Stock, the corporation shall select the shares of Series A
Preferred Stock to be redeemed in accordance with any method permitted by the
national securities exchange on which the Series A Preferred Stock is then
listed, or if not so listed, the corporation shall designate by lot, or in such
other manner as the Board of Directors may determine, the shares to be redeemed,
or shall effect

                                        3

<PAGE>

such redemption pro rata. Notwithstanding the foregoing, the corporation shall
not redeem less than all of the Series A Preferred Stock at any time outstanding
until all dividends accrued to such payment date upon all Series A Preferred
Stock then outstanding shall have been paid.

         Not more than 120 nor less than 90 days prior to the date of any
redemption under this Section 5, notice by first class mail, postage prepaid,
shall be given to each holder of record of the Series A Preferred Stock to be
redeemed, at such holder's address as it shall appear upon the stock transfer
books of the corporation. Each such notice of redemption shall specify the date
fixed for redemption, the Redemption Price, the place or places of payment and
that payment will be made upon presentation and surrender of the certificates
evidencing the shares of Series A Preferred Stock to be redeemed.

         Any notice that is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Series A
Preferred Stock receives such notice; and failure to give such notice by mail,
or any defect in such notice, to the holders of any shares designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series A Preferred Stock. On or after the date fixed for
redemption as stated in such notice, each holder of the shares called for
redemption shall surrender the certificate evidencing such shares to the
corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the Redemption Price. If less than all the shares
represented by any such surrendered certificate are redeemed, a new certificate
shall be issued without cost to the holder thereof representing the unredeemed
shares. If such notice of redemption has been so mailed and if, on or prior to
the redemption date specified in such notice all funds necessary for such
redemption have been set aside by the corporation, separate and apart from its
other funds, in trust for the account of the holders of the shares so to be
redeemed (as to be and continue to be available therefor), then on and after the
redemption date, notwithstanding that any certificate for shares of the Series A
Preferred Stock so called for redemption has not been surrendered for
cancellation, all shares of the Series A Preferred Stock with respect to which
such notice shall have been mailed and such funds shall have been set aside
shall be deemed to be no longer outstanding and all rights with respect to such
shares of the Series A Preferred Stock so called for redemption shall forthwith
cease and terminate, except the right of the holders thereof to receive out of
the funds so set aside in trust the amount payable on redemption thereof
(including an amount equal to accrued and unpaid dividends to the redemption
date) without interest thereon.

         The holder of any shares of Series A Preferred Stock redeemed upon any
exercise of the corporation's redemption right shall not be entitled to receive
payment of the Redemption Price for such shares until such holder has caused to
be delivered to the place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Series A Preferred
Stock redeemed and (ii) transfer instrument(s) satisfactory to the corporation
and sufficient to transfer such shares of Series A Preferred Stock to the
corporation free of any adverse interest. No interest shall accrue on the
Redemption Price of any share of Preferred Interests after its redemption date.

         Section 6. VOTING RIGHTS.

                                        4

<PAGE>

         (a) General. Other than as provided in Section 6(b) below, the holders
of Series A Preferred Stock shall have no voting rights with respect to any
matters upon which the stockholders of the corporation may vote. In addition,
the holders of Series A Preferred Stock will have all voting rights required by
law, and shall also have all special voting rights provided below. Any shares of
Series A Preferred Stock held by the corporation or any entity controlled by the
corporation shall not have voting rights hereunder and shall not be counted in
determining the presence of a quorum.

         (b) Default Voting Rights.

                           (i) Right To Elect Directors. Whenever dividends that
                  have become due and payable in cash under Section 3 on the
                  Series A Preferred Stock are in arrears, or the Redemption
                  Price (whether mandatory or optional) has not been paid in
                  full when due, or an Event of Default (as hereinafter
                  defined), has occurred (A) the number of members of the Board
                  of Directors of the corporation shall be increased by two,
                  effective as of the time of election of such directors as
                  hereinafter provided, and (B) the holders of the Series A
                  Preferred Stock (voting separately as a class) shall have the
                  exclusive right (the "DEFAULT RIGHT") to vote for and elect
                  such two additional directors of the corporation at any
                  meeting of stockholders of the corporation at which directors
                  are to be elected held during the period such dividends remain
                  in arrears or such redemption price has not been paid in full.
                  The holders of the Series A Preferred Stock shall have this
                  Default Right until (x) payment in full of all accrued and
                  unpaid dividends on the Series A Preferred Stock has been
                  made, (y) payment in full of any Redemption Price which has
                  become due has been made or (z) the date on which such Event
                  of Default has ceased to be continuing. An "EVENT OF Default"
                  shall be deemed to occur if: (i) a default occurs under any
                  bond, debenture, note or other evidence of indebtedness,
                  whether or not contingent, for borrowed money ("INDEBTEDNESS")
                  by the corporation or any Restricted Subsidiary (as defined in
                  the Indenture dated as of June 28, 1996, as amended, relating
                  to the corporation's 12% Senior Subordinated Notes due 2006,
                  the "INDENTURE"), which default has resulted in such at least
                  $5.0 million aggregate principal amount of Indebtedness
                  becoming or being declared payable prior to the date on which
                  it would otherwise have been due and payable, without such
                  Indebtedness having been discharged, such acceleration having
                  been rescinded or annulled or there having been deposited in
                  trust a sum of money sufficient to discharge in full such
                  Indebtedness; or (ii) the corporation or any of its
                  Subsidiaries (as defined in the Indenture) fails to pay any
                  principal or interest when due with respect to any
                  Indebtedness for money borrowed (whether by scheduled
                  maturity, required prepayment, acceleration, demand or
                  otherwise) and such failure continues after the applicable
                  grace period, if any, specified in the agreement or instrument
                  evidencing or governing such Indebtedness, has expired, and
                  the amount of such Indebtedness, together with any interest or
                  premium thereon, exceeds $5.0 million).

                           (ii) Special Meeting. The Default Right may be
                  exercised initially by the vote of the holders of a majority
                  of the shares of the Series A Preferred Stock present and
                  voting, in person or by proxy, at a special meeting of holders
                  of the

                                        5

<PAGE>

                  Series A Preferred Stock or at the next annual meeting of
                  stockholders, or by written consent of the holders of record
                  of a majority of the outstanding shares of the Series A
                  Preferred Stock without a meeting. Unless such action shall
                  have been taken by written consent as aforesaid, a special
                  meeting of the holders of the Series A Preferred Stock for the
                  exercise of the Default Right shall be called by the Secretary
                  of the corporation as promptly as possible in compliance with
                  applicable laws and regulations, and in any event within 10
                  days after receipt of a written request signed by the holders
                  of record of at least 25% of the outstanding shares of the
                  Series A Preferred Stock, subject to any applicable notice
                  requirements imposed by law or by any national securities
                  exchange on which any Series A Preferred Stock is listed. Such
                  meeting shall be held at the earliest practicable date
                  thereafter.

                           (iii) Term of Office of Directors. Any director who
                  has been elected by holders of the Series A Preferred Stock
                  shall hold office for a term expiring (subject to the earlier
                  payment of all dividends and redemption payments, whether
                  mandatory or optional, in arrears on the Series A Preferred
                  Stock) at the next annual meeting of stockholders and during
                  such term may be removed at any time, either for or without
                  cause, by and only by, the affirmative vote of the holders of
                  record of a majority of the shares of the Series A Preferred
                  Stock, voting as a single class, present and voting, in person
                  or by proxy, at a special meeting of such stockholders called
                  for such purpose, or by written consent without a meeting of
                  the holders of record of a majority of the outstanding shares
                  of the Series A Preferred Stock, voting as a single class, and
                  any vacancy created by such removal may also be filled at such
                  meeting or by such written consent. A special meeting of the
                  holders of the shares of the Series A Preferred Stock for the
                  removal of a director elected by the holders of the Series A
                  Preferred Stock and the filling of the vacancy created thereby
                  shall be called by the Secretary of the corporation as
                  promptly as possible and in any event within 10 days after
                  receipt of a written request therefor signed by the holders of
                  not less than 25% of the outstanding shares of the Series A
                  Preferred Stock taken as a single class, subject to any
                  applicable notice requirements imposed by law or any national
                  securities exchange on which any Series A Preferred Stock is
                  listed. Such meeting shall be held at the earliest practicable
                  date thereafter.

                           (iv) Vacancies. Any vacancy caused by the death or
                  resignation of a director who has been elected in accordance
                  with this Section 6 (b) may be filled by a person nominated by
                  the remaining director so elected or, if not so filled, by a
                  vote of holders of a majority of the shares of the Series A
                  Preferred Stock present and voting as a single class, in
                  person or by proxy, where at least one third of such holders
                  are present, in person or proxy, at a meeting of such holders
                  of Series A Preferred Stock called for such purpose, or by
                  written consent without a meeting of the holders of record of
                  a majority of the outstanding shares of the Series A Preferred
                  Stock as a single class. Unless such vacancy has been filled
                  by the remaining director or by written consent as aforesaid,
                  such meeting shall be called by the Secretary of the
                  corporation at the earliest practicable date after such death
                  or resignation, and in any event within 10 days after receipt
                  of a written

                                        6

<PAGE>

                  request signed by the holders of record of at least 25% of the
                  outstanding shares of the Series A Preferred Stock taken as a
                  single class.

                           (v) Stockholders' Right to Call Meeting. If any
                  meeting of the holders of the Series A Preferred Stock
                  required by this subparagraph (b) to be called has not been
                  called within 10 days after personal service of a written
                  request therefor upon the Secretary of the corporation or
                  within 15 days after mailing the same within the United States
                  of America by registered mail addressed to the Secretary of
                  the corporation at its principal office, subject to any
                  applicable notice requirements imposed by law or any national
                  securities exchange on which any Series A Preferred Stock is
                  listed, then the holders of record of at least 25% of the
                  outstanding shares of the Series A Preferred Stock may
                  designate in writing a holder of a share of the Series A
                  Preferred Stock to call such meeting at the expense of the
                  corporation, and such meeting may be called by such Person so
                  designated upon the notice required for annual meetings of
                  stockholders or such shorter notice (but in no event shorter
                  than permitted by law or any national securities exchange on
                  which the Series A Preferred Stock is listed) as may be
                  acceptable to the holders of a majority of the total number of
                  shares of the Series A Preferred Stock. Any holder of a share
                  of the Series A Preferred Stock so designated shall have
                  access to the stock books of the corporation relating solely
                  to the Series A Preferred Stock for the purpose of causing
                  such meeting to be called pursuant to these provisions.

                           (vi) Quorum. At any meeting of the holders of the
                  Series A Preferred Stock called in accordance with the
                  provisions of this subparagraph (b) for the election or
                  removal of directors, the presence in person or by proxy of
                  the holders of one-third of the total number of shares of the
                  Series A Preferred Stock as a single class shall be required
                  to constitute a quorum; in the absence of a quorum, a majority
                  of the holders present in person or by proxy shall have power
                  to adjourn the meeting from time to time without notice, other
                  than announcement at the meeting, until a quorum shall be
                  present.

         (c) Class Voting Rights. So long as shares of the Series A Preferred
Stock are outstanding, the corporation shall not, directly or indirectly or
through merger or consolidation with any other person, without the affirmative
vote or consent of the holders of at least a majority of all outstanding Series
A Preferred Stock, voting separately as a class, (i) increase the authorized
number of shares of the Series A Preferred Stock, (ii) authorize or issue or
increase the authorized amount of any additional class or series of stock
(including any series of preferred stock), or any security convertible into
stock of such class or series, ranking on a parity with or senior to the Series
A Preferred Stock as to dividends or as to rights upon liquidation, dissolution
or winding up or (iii) effect any reclassification of the Series A Preferred
Stock. In connection with any right to vote pursuant to this Section 6(c), each
holder of Series A Preferred Stock shall have one vote for each share held.
Without limiting the generality of the foregoing, a class vote by the holders of
the Series A Preferred Stock shall not be required (except as otherwise required
by law or resolution of the corporation's Board of Directors) in connection with
the authorization, issuance or increase in the authorized amount of any shares
of any other class or series of stock that ranks junior to the Series A
Preferred Stock upon liquidation, dissolution or

                                        7

<PAGE>

winding up of the corporation if (A) dividends on such junior class or series of
stock are payable solely in additional shares of such junior class or series of
stock if cash dividends have not been paid when due on the Series A Preferred
Stock on the immediately preceding dividend payment date and (B) such junior
class or series of stock is not subject to any mandatory redemption or entitled
to any mandatory offer to purchase, in each case, prior to the Mandatory
Redemption Date.

         Section 7. OUTSTANDING SHARES. For purposes of this Exhibit A, all
shares of Series A Preferred Stock shall be deemed outstanding except (i) from
the date fixed for redemption pursuant to Section 5, all shares of Series A
Preferred Stock that have been so called for redemption under Section 5 if funds
necessary for payment of the redemption price have been irrevocably deposited in
trust, for the account of the holders of the shares so to be redeemed (so as to
be and continue to be available therefor), with a corporation organized and
doing business under the laws of the United States or any State or territory
thereof or of the District of Columbia (or a corporation or other person
permitted to act as a trustee by the Securities and Exchange Commission)
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000 and subject to supervision or
examination by Federal, State or District of Columbia or territorial authority;
and (ii) from the date of registration of transfer, all shares of Series A
Preferred Stock held of record by the corporation or any subsidiary of the
corporation.

         Section 8. STATUS OF ACQUIRED SHARES. Shares of Series A Preferred
Stock redeemed by the corporation or otherwise acquired by the corporation,
shall be restored to the status of authorized and unissued shares of Serial
Preferred Stock, without designation as to series, and may thereafter be issued,
but not as shares of Series A Preferred Stock.

         Section 9. PREEMPTIVE RIGHTS. The holders of Series A Preferred Stock
are not entitled to any preemptive or subscription rights in respect of any
securities of the corporation.

         Section 10. REPORTS. So long as the Series A Preferred Stock remains
outstanding, the corporation shall cause its annual reports to stockholders and
any quarterly or other financial reports and information furnished by it to
stockholders pursuant to the requirements of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), to be mailed to the holders of the Series
A Preferred Stock (contemporaneously with the mailing of such materials to the
corporation's stockholders) at their addresses appearing on the books of the
corporation. If the corporation is not required to furnish annual or quarterly
reports to its stockholders pursuant to the Exchange Act, it shall cause its
financial statements, including any notes thereto (and with respect to annual
reports, an auditors' report by a nationally recognized firm of independent
certified public accountants), a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and such other information which
the corporation would otherwise be required to include in annual and quarterly
reports filed under the Exchange Act, to be mailed to the holders of the Series
A Preferred Stock, within 120 days after the end of each of the corporation's
fiscal years and within 60 days after the end of each of its first three fiscal
quarters.

         Section 11. SEVERABILITY OF PROVISIONS. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision

                                        8

<PAGE>

hereof is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof. If a court of competent jurisdiction should determine that a
provision hereof would be valid or enforceable if a period of time were extended
or shortened or a particular percentage were increased or decreased, then such
court may make such change as shall be necessary to render the provision in
question effective and valid under applicable law.




                                        9

<PAGE>

<TABLE>

                                                SCHEDULE 1.1

                                              Initial Directors

<S>                                      <C>                                   <C>

Name                                     Class                                 Nominated by

**                                       I                                     Oak Hill

**                                       I                                     Oak Hill

*                                        I                                     Independent

**                                       II                                    Oak Hill

Mr. Steven Jorns                         II                                    MeriStar

Mr. David Hawkes                         II                                    Otten

*                                        II                                    Independent Director

Mr. Daniel Doctoroff                     III                                   Oak Hill

Mr. Paul W. Whetsell                     III                                   MeriStar

Mr. Leslie B. Otten                      III                                   Otten

*                                        III                                   Independent

*      To be determined reasonably by ASC, MeriStar, Otten, OCP, OCMP, OSF, OSF2 and OSLP.

**     To be determined by OCP, OCMP, OSF, OSF2 and OSLP.

</TABLE>

<PAGE>
                                  SCHEDULE 2.1

                  Beneficial Ownership of Capital Stock of ASC


1.     Madeleine  holds  its  Subject  Shares on  behalf  of  various  funds and
       accounts managed by Cerberus Capital Management, L.P. and its affiliates.

2.     The Subject Shares of Madeleine, Otten, OCP, OCMP, OSF, OSF2 and OSLP are
       subject to a proxy in favor of ASC to vote those Subject  Shares at ASC's
       annual meeting of stockholders on December 12, 2000 (and all adjournments
       and postponements thereof).

3.     Otten holds his Subject  Shares  subject to the pledge  granted under the
       Pledge Agreement, dated November 10, 1997, between Otten and ING.